Unassociated Document


    

      Tadiran
        Scopus Ltd.

       

      
        	
                To:

              	
                Yossi
                  Ben Shalom I.D ____________________ (the
                  “Holder”) 

              
	 	
                From
                  ________________________________

              
	 	 	 	 


      

      


       

      Date:
        December 27, 2000 (“Allocation
        Date”)

       

      Option
        Certificate

      (the
        “Option Certificate”)

       

      to
        Purchase Class A Ordinary Shares of

       

      Tadiran
        Scopus Ltd.

       

      Registration
        Number 51-188910-7

       

      for
        such
        consideration and under the terms as are detailed below

       

      VOID
        AFTER 17:00 p.m. (prevailing Tel Aviv time)

      On
        the
        last day of the Exercise Period (as defined
        below)

       

      
        This
          is
          to certify that the Holder, being a director of the Company at the date
          hereof,
          is entitled to purchase from Tadiran Scopus Ltd. (the “Company”),
          during the Exercise Period (as defined below), a total of 515,034 Class
          A
          Ordinary Shares of the Company, par value of each NIS 0.50 (the “Total
          Option Amount” or
          the
“Options” for
          any
          part thereof), in consideration for the payment to the Company of one US
          Dollar
          (US$ 1.00) per Option Share (the “Exercise
          Price”), for
          an
          aggregate amount of up to US$ 515,034, in consideration for the issuance
          of the
          Company’s Class A Ordinary Shares, all subject to the terms and conditions set
          forth below (the “Option”).

         

        
          	1.	
                  PREAMBLE

                


        

         

        On
          December __th, 2000, the Board of Directors of the Company (“the
          Board”) resolved
          that the Company will issue to the Holder, at no charge, the Option, subject
          to
          the terms and conditions of this Option Certificate.

         

        
          	 	
                  1.1.

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

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        
          	 	
                  1.2.

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

                


        

         

        
          	2.	
                  ADMINISTRATION
                    OF THE OPTION CERTIFICATE

                


        

         

        
          	 	
                  2.1.

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

                


        

         

        
          	 	
                  2.2.

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

                


        

         

        
          	 	
                  2.3.

                	
                  The
                    Holder shall not be nominated as a member of the Committee, nor
                    shall he
                    participate in any Board meeting that refers to the Option
                    Certificate.

                


        

         

        
          	 	
                  2.4.

                	
                  Subject
                    to this Option Certificate, any applicable law, the Company’s Articles of
                    Association and any other binding commitment taken by the Company,
                    the
                    Committee shall have full power and authority to administer the
                    Option
                    Certificate. Such power and authority shall include, but not
                    be limited
                    to: (i) the acceleration of any Holder’s right to exercise, in whole or in
                    part, any previously granted Options; (ii) the interpretation
                    of the
                    provisions, and the supervision over the administration of this
                    Option
                    Certificate; and (iv) the determination of any other matter which
                    is
                    necessary or desirable for, or incidental to, the administration
                    of this
                    Option Certificate.

                


        

         

        
          	 	
                  2.5.

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

                


        

         

        
          	 	
                  2.6.

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

                


        

         

        
          	 	
                  2.7.

                	
                  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 this Option
                    Certificate.

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          	3.	
                  SHARES
                    RESERVED FOR THIS OPTION
                    CERTIFICATE

                


        

         

        Subject
          to adjustments, as set forth in Section 8 below, a total of 515,034 Ordinary
          A
          Shares, of 0.5 NIS par value of the Company’s authorized share capital shall be
          subject to this Option Certificate (“Reserved
          Shares”).
          The
          Reserved Shares may be issued only in accordance with the terms hereof.
          Any such
          Reserved Shares, which remain unissued and which are not subject to this
          Option
          Certificate any more, may cease to be reserved for the purpose of this
          Option
          Certificate, at the Board’s decision, but until termination of the Option
          Certificate the Company shall at all times reserve sufficient number of
          Reserved
          Shares to meet the requirements of this Option Certificate.

         

        
          	4.	
                  TRUSTEE

                


        

         

        
          	 	
                  4.1.

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

                


        

         

        
          	 	
                  4.2.

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

                


        

         

        
          	5.	
                  EXERCISE
                    PERIOD

                


        

         

        
          	 	
                  5.1.

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

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        
          	 	
                  5.2.

                	
                  The
                    period in which the Holder can exercise the Options shall be
                    called the
                    “Exercise
                    Period”.

                


        

         

        
          	6.	
                  TERMINATION
                    OF EMPLOYMENT WITH THE COMPANY

                


        

         

        
          	 	
                  6.1

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

                


        

         

        
          	 	
                  6.2.

                	
                  Notwithstanding
                    anything to the contrary, the Total Option Amount (apart from
                    Options that
                    were exercised) will expire if the termination of the Holder’s employment
                    with the Company occurs prior to 1.4.2002 and is due to any action,
                    omission or state of affairs related to him which the Committee
                    or the
                    Board determines as working against the interests of the Company,
                    in its
                    sole discretion. The abovementioned determination of the Committee
                    or the
                    Board shall be final and
                    conclusive.

                


        

         

        
          	 	
                  6.3.

                	
                  In
                    the event that the Holder resigns from the Company, for whatever
                    reason,
                    before 1.4.2002, than a number equal to 28,623 Options multiplied
                    by the
                    whole number of months from the date of such termination until
                    1.4.2002,
                    will automatically expire.

                


        

         

        
          	 	
                  6.4.

                	
                  In
                    the event that the Holder’s termination of employment with the Company is
                    not under the circumstances referred above in Sections 6.2, 6.3,
                    than the
                    no Options will expire as a result of the Holder’s termination of
                    employment with the Company.

                


        

         

        
          	 	
                  6.5.

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

                


        

         

        
          	 	
                  6.6.

                	
                  For
                    the purposes of this Option Certificate the Committee or Board
                    is
                    authorized to determine if and when the Holder terminated his
                    employment
                    with the Company, and due to what
                    reason.

                


        

         

        
          	 	
                  6.7.

                	
                  If
                    the Holder’s employment terminates within a period of 90 days prior to the
                    consummation of an Initial Public Offering (the “IPO”)
                    of the Company, he shall be treated for the purpose of his entitlement
                    to
                    exercise his Options as if his employment has continued until
                    the date of
                    the IPO.

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
           

          
            	7.	
                    TERM
                      AND EXERCISE OF OPTIONS

                  


            	 	 


          

          
          

        

        
          	 	
                  7.1.

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

                


        

         

        
          	 	
                  7.2.

                	
                  The
                    Holder will be entitled to exercise, upon paying the Exercise
                    Price, all,
                    or part of the Options during the Exercise Period, as long as
                    he does not
                    exercises less than 100 Options at a time, if he was allocated
                    with more
                    than 100 Options.

                


        

         

        
          	 	
                  7.3.

                	
                  Each
                    Option allocated under this Option Certificate shall be exercisable
                    during
                    the Exercise Period. The exercise of one Option shall entitle
                    the Holder
                    to hold (himself or by a Trustee) one Ordinary A Share 0.5 NIS
                    par
                    value.

                


        

         

        
          	 	
                  7.4.

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

                


        

         

        
          	 	
                  7.5.

                	
                  Options
                    granted under this Option Certificate shall not be transferable
                    by the
                    Holder other than by Will or laws of descent and distribution,
                    and during
                    an Holder’s lifetime shall be exercisable only by such
                    Holder.

                


        

         

        
          	8.	
                  ADJUSTMENTS

                


        

         

        
          	 	
                  8.1.

                	
                  If
                    the Company is separated, reorganized, consolidated with or into
                    another
                    corporation or most or substantial part of the Company’s assets are sold
                    while Options which were not yet been exercised remain outstanding
                    under
                    this Option Certificate, the Company guarantee to take all reasonable
                    actions in order to maintain the rights of the Holder, so the
                    Holder’s
                    rights
                    shall
                    not be derogated or impaired in the course of such separations,
                    reorganizations, consolidations or sale, or that the Holder shall
                    be
                    compensated for such event. The Company, at its sole discretion,
                    shall
                    determine what steps shall be taken according to this section
                    8.1.

                


        

         

        
          	 	
                  8.2.

                	
                  If
                    more than 50% of the outstanding and issued share capital of
                    the Company
                    is sold (“the Sale”) to
                    an entity that does not hold shares of the  Company prior
                    to the
                    Sale, and Section 8.3 does not apply to such Sale, then the
                    Board
                    may, in its sole discretion, secure the Holder’s rights in the way
                    specified in Section 8.3.1 herein, replacing the event of the
                    merger with
                    the Sale.

                


        

         

        
          	 	
                  8.3.

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

                


        

         

        
          	 	
                  8.3.1.

                	
                  However,
                    if it is not possible (for any reason whatsoever) to substitute
                    the
                    outstanding options as mentioned in section 8.3 above than the
                    Holder may
                    exercise the Total Option Amount by no later than 14 days prior
                    to the
                    consummation of such merger (unless provided otherwise by the
                    Committee or
                    the Board). The Holder shall be entitled to exercise such Options
                    pending
                    the closing of such merger. In such case the Holder will have
                    to sell all
                    Shares he hold (in person or by the Trustee) under the same terms
                    as set
                    forth in such merger transaction. Unless determined otherwise
                    by the Board
                    or the Committee, any Options that are not exercised by the Holder
                    at
                    least 7 days before the effective date of the merger shall automatically
                    expire and become void.

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        
          	 	
                  8.4.

                	
                  If
                    the outstanding shares of the Company shall at anytime be changed
                    or
                    exchanged by declaration of a share dividend, share split, combination
                    or
                    exchange of shares, recapitalization, or any other like event
                    by or of the
                    Company, and as often as the same shall occur, then the number,
                    class and
                    kind of Shares subject to this Option Certificate or subject
                    to any
                    Options therefore granted, and the Exercise Prices of the Options,
                    shall
                    be appropriately and equitably adjusted so as to maintain the
                    proportionate number of Shares without changing the aggregate
                    Exercise
                    Prices of the Options, provided, however, that no adjustment
                    shall be made
                    by reason of the distribution of subscription rights on outstanding
                    stock.
                    Such adjustment shall be made by the Committee or Board, whose
                    determination in
                    that respect
                    shall be final, binding and
                    conclusive.

                


        

         

        
          	 	
                  8.5.

                	
                  The
                    Holder hereby agrees to sign any document he should reasonably
                    be required
                    to sign pursuant to the provisions of this section 8. If the
                    Holder shall
                    refuse to sign any such document the Committee or Board may determine
                    that
                    the Options held by the Trustee for such Holder’s benefit shall
                    immediately expire.

                


        

         

        
          	 	
                  8.6.

                	
                  Notwithstanding
                    the forgoing, the holding of the Holder, in the Company as a
                    result his
                    entitlement to Options or Shares, shall be fully diluted by any
                    Subsequent
                    Investment in the Company by a shareholder of the Company or
                    by any other
                    third party (the “Investor”).
                    “Subsequent
                    Investment” shall
                    mean any investment in the Company whether by issuance of the
                    Company’s
                    securities, by Capital Deeds or by shareholders’ loans, made during the
                    Exercise Period which applies to the Holder
                    concerned.

                


        

         

        
          	9.	
                  RIGHTS
                    AND OBLIGATIONS ATTACHED TO THE
                    SHARES

                


        

         

        
          	 	
                  9.1.

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

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        
          	 	
                  9.2.
                    

                	
                  Notwithstanding
                    anything to the contrary in the Articles of Association of the
                    Company, in
                    respect of the Shares, the Holder shall not have: (i) rights
                    of first
                    refusal in relation with any sale of shares of the Company; (ii)
                    co-sale
                    rights in relation with any sale of shares of the
                    Company;

                


        

         

        
          	 	
                  9.3.
                    

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

                


        

         

        
          	 	
                  9.4.
                    

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

                


        

         

        
          	 	
                  9.5.

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

                


        

         

        
          	 	
                  9.6.

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

                


        

         

        
          	 	
                  9.7.

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

                


        

         

        
          	 	
                  9.8.

                	
                  Notwithstanding
                    anything to the contrary in this Option Certificate, the Holder
                    shall not
                    be entitled to sell any shares received following exercise of
                    the Options,
                    or any part thereof, until the earlier
                    of:

                


        

         

        
          	 	
                  9.8.1.

                	
                  1.4.2002.

                


        

         

        
          	 	
                  9.8.2.

                	
                  The
                    Company’s initial public offering, and subject to the expiration of
                    applicable lock-up period.

                


        

         

        
          	 	
                  9.8.3.

                	
                  Termination
                    of the Holder’s employment in the Company that is not subject to Section
                    6.2, or 6.3 above.

                


        

         

        
          	 	
                  9.9.

                	
                  If
                    the Holder shall exercise Options prior to the expiration of
                    the sale
                    restrictions in Section 9.8 above, the shares received following
                    such
                    exercise will be held by the Trustee, and the following shall
                    apply:

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        
          	 	
                  9.9.1.

                	
                  If
                    the Holder shall terminate his employment with the Company in
                    accordance
                    with Section 6.2 above prior to the earlier event that is referred
                    to in
                    Section 9.8 above, the Holder will cooperate with the Company
                    and the
                    Trustee (including signing any document that is reasonably required
                    by the
                    Company and/or the Trustee) in order to get all shares received
                    subsequent
                    such exercise transferred to the
                    Company.

                


        

         

        
          	 	
                  9.9.2.

                	
                  If
                    the Holder shall terminate his employment with the Company in
                    accordance
                    with Section 6.3 above prior to the earlier event that is referred
                    to in
                    Section 9.8 above, the Holder will cooperate with the Company
                    and the
                    Trustee (including signing any document that is reasonably required
                    by the
                    Company and/or the Trustee) in order to get the appropriate number
                    of
                    shares received subsequent such exercise, as determined
                    by
                    the Company in accordance with Section 6.3 above, transferred
                    to the
                    Company.

                


        

         

        
          	10.	
                  ASSIGNABILITY
                    AND SALE OF OPTIONS

                


        

         

        
          	 	
                  10.1.

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

                


        

         

        
          	 	
                  10.2.

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

                


        

         

        
          	11.	
                  TERM
                    OF THE OPTION CERTIFICATE

                


        

         

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

         

        
          	12.	
                  AMENDMENTS

                


        

         

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

         

        
          	13.	
                  GOVERNMENT
                    REGULATIONS AND OTHER RESTRICTIONS 

                


        

         

        This
          Option Certificate, the allocation and exercise of Options hereunder, the
          obligation of the Company to sell and deliver Shares under such Options,
          and any
          other act or obligation of the Company or the Trustee in connection with
          this
          Option Certificate are all subject to the Company’s Articles of Association, to
          the provisions of Section 102 and all applicable laws, rules, and regulations,
          whether of the State of Israel or of the United States or any other State
          having
          jurisdiction over the Company and any Holder.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        
          	14.	
                  CONTINUANCE
                    OF EMPLOYMENT

                


        

         

        The
          Option Certificate shall not be construed to impose any obligation on the
          Company or a subsidiary thereof, to continue the Holder’s employment with it,
          and nothing in the Option Certificate shall confer upon the Holder any
          right to
          continue in the employment with the Company or a subsidiary thereof or
          restrict
          the right of the Company or a subsidiary thereof to terminate such employment
          at
          any time.

         

        
          	15.	
                  GOVERNING
                    LAW & JURISDICTION

                


        

         

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

         

        
          	16.	
                  TAX
                    CONSEQUENCES, INDEMNIFICATION

                


        

         

        
          	 	
                  16.1.

                	
                  Any
                    tax consequences (pursuant to Israeli or any other applicable
                    law),
                    including tax consequences due to adjustments, made in accordance
                    with
                    Section 8 above, arising from the allocation or exercise of any
                    Option,
                    the payment for Shares covered thereby or any other event or
                    act (of the
                    Company, the Trustee or the Holder) relating to this Option Certificate,
                    shall be borne solely by the Holder. 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.

                


        

         

        
          	 	
                  16.2.
                    

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

                


        

         

         

         

        Tadiran
          Scopus Ltd.

         

        /s/
          [illegible] 
          
By:

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        Confirmation

         

        


         

        I,
          the
          undersigned, Mr Yossi Ben Shalom hereby declare and agree that I have read
          the
          provision of this Option Certificate and that I am bound by and shall follow
          all
          of the provisions thereof

         

         

        /s/
          Yossi
          Ben Shalom

        
          
            

          

        

        Yossi
          Ben
          Shalom 

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

      

    

    

      Tadiran
        Scopus Ltd.

      


      
        	
                To:

              	
                David
                  Mahlab ID 054141064   (the “Holder”)

              
	 	
                From: 30
                  Tzukerman, Yehud

              
	 	 
	
                Date:
                  

              	
                December
                  27, 2000   (“Allocation
                  Date”)

              


      

      


      Option
        Certificate

      (the
        “Option Certificate”)

       

      to
        Purchase Class A Ordinary Shares of

       

      Tadiran
        Scopus Ltd.

       

      Registration
        Number 51-188910-7

       

      for
        such
        consideration and under the terms as are detailed below

      


      VOID
        AFTER 17:00 p.m. (prevailing Tel Aviv time)

      On
        the
        last day of the Exercise Period (as defined below)

      


      This
        is
        to certify that the Holder, being a director of the Company at the date hereof,
        is entitled to purchase from Tadiran Scopus Ltd. (the
“Company”), during the Exercise Period (as defined below), a
        total of 641,610 Class A Ordinary Shares of the Company, par value of each
        NIS
        0.50 (the “Total
        Option Amount”or
        the
“Options”for
        any
        part thereof), in consideration for the payment to the Company of one US
        Dollar
        (US$ 1.00) per Option Share (the “Exercise
        Price”), for
        an
        aggregate amount of up to US$ 641,610, in consideration for the issuance
        of the
        Company’s Class A Ordinary Shares, all subject to the terms and conditions set
        forth below (the “Option”).

       

      
        	1.	
                PREAMBLE

              


      

       

      On
        December, __th, 2000, the Board of Directors of the Company (“the
        Board”) resolved
        that the Company will issue to the Holder, at no charge, the Option, subject
        to
        the terms and conditions of this Option Certificate.

       

      
        	 	
                1.1.

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

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                1.2.

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

              


      

       

      
        	2.	
                ADMINISTRATION
                  OF THE OPTION CERTIFICATE

              


      

       

      
        	 	
                2.1.

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

              


      

       

      
        	 	
                2.2.

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

              


      

       

      
        	 	
                2.3.

              	
                The
                  Holder shall not be nominated as a member of the Committee, nor
                  shall he
                  participate in any Board meeting that refers to the Option
                  Certificate.

              


      

       

      
        	 	
                2.4.

              	
                Subject
                  to this Option Certificate, any applicable law, the Company’s Articles of
                  Association and any other binding commitment taken by the Company,
                  the
                  Committee shall have full power and authority to administer the
                  Option
                  Certificate. Such power and authority shall include, but not be
                  limited
                  to: (i) the acceleration of any Holder’s right to exercise, in whole or in
                  part, any previously granted Options; (ii) the interpretation of
                  the
                  provisions, and the supervision over the administration of this
                  Option
                  Certificate; and (iv) the determination of any other matter
                  which is
                  necessary or desirable for, or incidental to, the administration
                  of this
                  Option Certificate.

              


      

       

      
        	 	
                2.5.

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

              


      

       

      
        	 	
                2.6.

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

              


      

       

      
        	 	
                2.7.

              	
                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 this Option
                  Certificate.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	3.	
                SHARES
                  RESERVED FOR THIS OPTION
                  CERTIFICATE

              


      

       

      Subject
        to adjustments, as set forth in Section 8 below, a total of 641,610 Ordinary
        A
        Shares, of 0.5 NIS par value of the Company’s authorized share capital shall be
        subject to this Option Certificate (“Reserved
        Shares”). The
        Reserved Shares may be issued only in accordance with the terms hereof. Any
        such
        Reserved Shares, which remain unissued and which are not subject to this
        Option
        Certificate any more, may cease to be reserved for the purpose of this Option
        Certificate, at the Board’s decision, but until termination of the Option
        Certificate the Company shall at all times reserve sufficient number of Reserved
        Shares to meet the requirements of this Option Certificate.

       

      
        	4.	
                TRUSTEE

              


      

       

      
        	 	
                4.1.

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

              


      

       

      
        	 	
                4.2.

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

              


      

       

      
        	5.	
                VESTING
                  EXERCISE PERIOD

              


      

       

      The
        Options shall vest over three years, starting on July 1, 2000 (the “Vesting
        Commencement Date”),
        as
        follows:

       

      
        	 	
                5.1.

              	
                30%
                  of the Total Option Amount on July 1,
                  2001.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                5.2.

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

              


      

       

      
        	 	
                5.3.

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

              


      

       

      
        	 	
                5.4.

              	
                In
                  the event of a Merger or a Sale of the Company’s shares or an Assets Sale,
                  as defined in section 8 herein, vesting period of this Option shall
                  accelerate in accordance with Section 8
                  herein.

              


      

       

      
        	 	
                5.5.

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

              


      

       

      
        	6.	
                TERMINATION
                  OF EMPLOYMENT WITH THE COMPANY

              


      

       

      
        	 	
                6.1.

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

              


      

       

      
        	 	
                6.2.

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

              


      

       

      
        	 	
                6.3

              	
                In
                  the event that the termination of employment with the Company is
                  due to
                  the death of the Holder or declaration as to his or her legal incapacity,
                  Holder’s estate or appointed guardian, or other person who acquired the
                  right to exercise the option by bequest or inheritance or order
                  of the
                  Court, will substitute the Holder with respect to Holder’s rights and
                  obligations according to this Option Certificate, as if the Holder
                  continues to be employed with the Company (apart from tax consequences,
                  if
                  applicable, to which such Holder’s estate, appointed guardian etc. will
                  solely bear).

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                6.4.

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

              


      

       

      
        	 	
                6.5.

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

              


      

       

      
        	 	
                6.6.

              	
                If
                  the Board shall decide to terminate the Holder’s employment with the
                  Company due to any reason other then the one mentioned in section
                  6.5
                  above, then there will be an acceleration in the vesting of the
                  Total
                  Option Amount as follows:

              


      

       

      
        	 	
                6.6.1.

              	
                If
                  such termination occurs prior to July 1, 2001, then 47.5% of the
                  Total
                  Option Amount shall immediately
                  vest.

              


      

       

      
        	 	
                6.6.2.

              	
                If
                  such termination occurs on, or after July 1, 2001, then in additional
                  26.75% of the Total Option Amount (but not more, in the aggregate,
                  then
                  the Total Option Amount) shall immediately
                  vest.

              


      

       

      
        	 	
                6.7.

              	
                Subject
                  to the Israeli Tax Authorities approval, termination of employment
                  shall
                  not include termination of employment in order to be employed by
                  a
                  Subsidiary.

              


      

       

      
        	 	
                6.8.

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

              


      

       

      
        	 	
                6.9.

              	
                If
                  the Holder’s employment terminates within a period of 90 days prior to the
                  consummation of an Initial Public Offering (the “IPO”)
                  of the Company, he shall be treated for the purpose of his entitlement
                  to
                  exercise his Options as if his employment has continued until the
                  date of
                  the IPO.

              


      

       

      
        	 	
                6.10

              	
                In
                  any case of termination of the Holder’s employment with the Company that
                  is not in accordance with Sections 6.2 or 6.3 above, and subject
                  to
                  sections 6.5, 6.6 and 6.9 above, any Options, that are not vested
                  by the
                  date of the Holder’s termination of employment with the Company, shall
                  expire and become automatically null and void as of the date of
                  termination.

              


      

       

      
        	7.	
                TERM
                  AND EXERCISE OF OPTIONS

              


      

      
         

        
          
            	 	
                    7.1

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

                  


          

           

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
       

      Company
        and the Trustee and conforming
        to the provisions of
        Section 102.
        The
        shares that are issued due, to exercise of Options in accordance with this
        Option Certificate will be
        referred to as“theShares”.

       

      
        	
              	7.2.	
                The
                  Holder will be entitled to exercise, upon paying the Exercise Price,
                  all,
                  or part of the Options that are vested at that time during the
                  Exercise
                  Period, as long as he does not exercises less than 100 Options
                  at
                  a time, if he was allocated with more than 100
                  Options.

              


      

       

      
        	
              	7.3.	
                Each
                  Option allocated under this
                  Option Certificate shall be exercisable during the Exercise Period.
                  The
                  exercise of one Option shall entitle
                  the Holder
                  to hold (himself or by a Trustee) one Ordinary A Share 0.5 NIS
                  par
                  value.

              


      

       

      
        	
              	7.4.	
                The
                  Exercise Price shall be payable upon the exercise of the Option
                  in
                  a
                  form satisfactory to the Committee, including without limitation, by
                  cash,
                  cheque or
                  by
                  deduction from the Holder’s salary.

              


      

       

      
        	
              	7.5.	
                Options
                  granted under this Option Certificate shall not
                  be transferable by
                  the Holder other than by Will or laws of descent and distribution,
                  and
                  during an Holder’s lifetime shall be exercisable only
                  by such Holder.

              


      

       

      
        
          	8.	
                  ADJUSTMENTS

                


        

      

       

      
        	
              	8.1.	
                If
                  the Company is separated, reorganized, consolidated with or into
                  another
                  corporation or most or substantial part of the Company’s assets
                  are
                  sold while Options which were not yet been exercised remain outstanding
                  under this Option Certificate, the Company guarantee to take
                  all reasonable actions in order to maintain the
                  rights
                  of
                  the Holder, so
                  the Holder’s rights shall not be derogated or impaired
                  in the course of
                  such separations, reorganizations, consolidations or sale, or that
                  the
                  Holder
                  shall be
                  compensated for such event. The Company, at its sole discretion,
                  shall determine what steps shall
                  be
                  taken according to this section
                  8.1.

              


      

       

      
        	
              	8.2.	
                If
                  more than 50% of the outstanding and issued share capital of the
                  Company
                  is sold (“the
                  Sale”) to
                  an entity that does not hold shares of the
                  Company prior to the Sale, and Section 8.3 does not apply to such
                  Sale,
                  then the Total Option Amount will automatically fully vest and,
                  in
                  addition, the Board may, in its sole discretion, secure the Holder’s
                  rights
                  in the way specified in Section 8.3.1 herein, replacing the event
                  of
                  the merger with the Sale.

              


      

       

      
        	
              	8.3.	
                If
                  the Company is merged into another corporate, then the Total Option
                  Amount
                  shall fully and automatically vest, and the Company shall make
                  its best reasonable commercial efforts in order to substitute all
                  outstanding
                  Options, on an equitable basis, (as solely determined by the Committee
                  or the Board) with options or
                  other securities in the corporate
                  to which the
                  Company
                  shall merge into.

              


      

       

      
        	
              	8.3.1.	
                However,
                  if it is not possible (for
                  any reason whatsoever)
                  to substitute the outstanding options
                  as mentioned
                  in
                  section 8.3 above than the Holder may exercise
                  the Total Option Amount by
                  no later than 14 days
                  prior to the consummation of such merger (unless provided
                  otherwise by the Committee or the Board). The Holder
                  shall be entitled to exercise such Options pending
                  the closing of such merger. In such case the Holder
                  will have to sell all Shares he hold (in person or by
                  the Trustee) under the same terms as set forth in such merger transaction.
                  Unless determined otherwise by the Board
                  or the Committee, any Options
                  that are not exercised
                  by the Holder at least 7 days before the effective
                  date of the merger shall automatically expire and
                  become void.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	8.4.	
                In
                  the case that all, or most of the assets of the Company are sold
                  to a
                  third
                  party (the “Assets
                  Sale”), the
                  Total Option Amount shall immediately
                  and automatically vest.

              


      

        


      
        	
              	8.5.	
                If
                  the outstanding shares of the Company shall at anytime be changed
                  or
                  exchanged by declaration of a share dividend, share split, combination
                  or exchange of shares, recapitalization, or any other like event
                  by or of the Company, and as often as the same shall occur, then
                  the
                  number, class and kind of Shares subject to this Option Certificate
                  or
                  subject to any Options therefore granted, and the Exercise Prices
                  of
                  the
                  Options, shall be appropriately and equitably adjusted so as to
                  maintain
                  the proportionate number of Shares without changing
                  the aggregate
                  Exercise Prices of the Options, provided, however, that no adjustment
                  shall be made by reason of the distribution of subscription rights
                  on outstanding stock. Such adjustment
                  shall
                  be
                  made by the Committee or Board, whose determination in that respect
                  shall
                  be final, binding
                  and conclusive.

              


      

       

      
        	
              	8.6.	
                The
                  Holder hereby agrees to sign any document he should reasonably
                  be
                  required to sign pursuant to
                  the provisions of this section 8. If the Holder
                  shall refuse
                  to sign any such document the Committee or Board may
                  determine that the Options held by the Trustee for such Holder’s
                  benefit
                  shall immediately expire.

              


      

       

      
        	
              	8.7.	
                Notwithstanding
                  the forgoing, the holding of the Holder in the Company as
                  a result
                  his entitlement to Options or Shares, shall be fully diluted
                  by any
                  Subsequent Investment in the Company by a shareholder of the Company
                  or by
                  any other third party (the “Investor”).
                  “Subsequent Investment” shall mean any investment in
                  the Company whether by issuance of the Company’s securities, by
                  Capital Deeds, or by shareholders’ loans, made during the Exercise Period
                  which applies to the Holder
                  concerned.

              


      

       

      
        
          
            	9.	
                    RIGHTS
                      AND OBLIGATIONS ATTACHED TO THE
                      SHARES

                  


          

        

      

       

      
        	
              	9.1.	
                The
                  rights
                  and
                  obligations attached to the Shares will be as determined by
                  the Articles of Association of the Company as amended from time
                  to
                  time. The
                  Holder shall be required to
                  accept that such Shares may be subject to rights
                  of
                  first refusal, co-sale rights and other rights, as set forth
                  in the Articles of Association of
                  the Company, as amended from time
                  to time. No right attached to Shares may be exercisable prior to
                  the
                  issuance of such Shares as a result of the Holder exercising his
                  Options.

              


      

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
              	9.2.	
                Notwithstanding
                  anything to
                  the contrary in the Articles of Association of
                  the Company, in respect of the Shares, the Holder shall not have:
                  (i)
                  rights
                  of first refusal in relation with any sale of shares of the Company;
                  (ii)
                  co-sale rights
                  in
                  relation with any sale of shares of the Company;

              


      

       

      
        	
              	9.3.	
                As
                  long as the Shares are
                  held by the Trustee, and once the Shares entitle
                  the holder thereof to voting rights, the Trustee will vote each
                  of
                  the
                  Shares held by him for
                  the benefit of the Holder in accordance with such
                  Holder’s instructions in writing.

              


      

       

      
        	
              	9.4.	
                With
                  respect to the Shares that are held by the Trustee, the Holder
                  shall
                  be
                  entitled to receive dividends in accordance with the quantity of
                  such
                  Shares,
                  and subject to any applicable taxation on
                  distribution of dividends.
                  In such case the cash dividends paid with respect thereto shall
                  be paid directly to the Holder. The above said shall not apply
                  to
                  Options
                  that were not exercised into
                  Shares.

              


      

       

      
        	
              	9.5.	
                The
                  Company shall be under no obligation to register the Options in
                  the
                  event of an IPO. Any Shares issued as a result of exercising an
                  Option
                  by an Holder shall be so registered, subject to any
                  demands of the
                  underwriters, applicable law, or any obligations of the Company,
                  whether
                  future, past or present.

              


      

       

      
        	
              	9.6.	
                The
                  Holder hereby irrevocably agrees that once the Company intends
                  to
                  offer it’s securities to the public he shall sign any document and will
                  approve
                  any resolution
                  or restriction upon the Shares, or modify this Option Certificate,
                  if his
                  signature or approval or such restriction or modification
                  will be reasonably needed, in order to help the Company stand
                  in all the underwriters and stock exchange
                  demands.

              


      

       

      
        	
              	9.7.	
                The
                  Holder acknowledges that once the Company’s shares will
                  be traded
                  in any public market, his right to sell his Shares may
                  be subject to
                  some limitations,
                  as
                  set forth by the Company’s underwriters. In such
                  event, the Holder will unconditionally
                  agree to any such limitations.

              


      

       

      
        
          
            
              
                	10.	
                        ASSIGNABILITY
                          AND SALE OF
                          OPTIONS

                      


              

            

          

        

      

       

      
        
          
            	
                  	10.1.	
                    No
                      Option, whether fully paid or not, shall be assignable, transferable
                      or
                      given as collateral, and no right with respect to them shall
                      be given
                      to
                      any third party
                      whatsoever,
                      and during the lifetime of the Holder, each
                      and all of the Holder’s rights to purchase Shares hereunder shall
                      be
                      exercisable only by
                      him.

                  


          

        

      

       

      
        	
              	10.2.	
                As
                  long as the Shares, or any part thereof are held by the Trustee
                  for
                  the
                  benefit of the Holder, all rights the Holder possesses over
                  the Shares
                  shall be personal, can not be transferred, assigned, pledged or
                  mortgaged,
                  other than by Will or laws of descent and distribution, and no
                  right to purchase the Options may be transferred by the Holder
                  other
                  than
                  by Will or laws of descent and
                  distribution.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            	11.	
                    TERM
                      OF THE OPTION
                      CERTIFICATE

                  


          

        

      

       

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

       

      
        	12.	
                AMENDMENTS

              


      

       

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

       

      
        	13.	
                GOVERNMENT
                  REGULATIONS AND OTHER RESTRICTIONS 

              


      

       

      This
        Option Certificate, the allocation
        and exercise of Options herender,
        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 Certificate are all subject to
the
        Company’s Articles of Association, to the provisions of Section 102 and all
        applicable laws, rules and regulations, whether of the State of
        Israel
        or of the United States or any other State having jurisdiction over
        the
        Company and any Holder.

       

      
        
          	14.	
                  CONTINUANCE
                    OF EMPLOYMENT

                


        

      

       

      The
        Option Certificate shall not be construed to impose any obligation on
        the
        Company or a subsidiary thereof, to continue the Holder’s employment
        with it, and nothing in
        the
        Option Certificate shall
        confer
        upon the Holder any right to continue in the employment with the Company
        or a
        subsidiary thereof or restrict the right of
        the
        Company or a
        subsidiary thereof to terminate such employment at any time.

       

      
        	15.	
                GOVERNING
                  LAW & JURISDICTION

              


      

       

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

       

      
        	16.	
                TAX
                  CONSEQUENCES, INDEMNIFICATION

              


      

       

      
        	
              	16.1.	
                Any
                  tax consequences (pursuant to Israeli or any other applicable law),
                  including tax consequences due to adjustments, made in accordance
                  with
                  Section 8 above, arising from the allocation or exercise of any
                  Option,
                  the payment for Shares covered thereby or any other event or act
                  (of the
                  Company, the Trustee or the Holder) relating to this Option
                  Certificate, shall be borne solely by the Holder. 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. 

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	16.2.	
                The
                  Company and/or the Board and/or the Committee and/or the Trustee
                  shall
                  not be required to release any Share certificate or transfer any
                  Shares to the Holder until all required payments have been fully
                  made.

              


      

       

      


      
        	 	 	 
	 	Tadiran
                Scopus Ltd.
	 
 	 
 	 
 
	 	By:  	/s/                                      
                 
	 	
              
	 	 


      

       

      


      


      Confirmation

      
 

      I,
        the
        undersigned, Mr David Mahlab, hereby
        declare and agree that I have read the provision
        of this Option
        Certificate and that I am bound by and shall follow
        all of the provisions
        thereof.

       

       

       

       

      /s/  
        David Mahlab 
        
          

        

      

      David
        Mahlab