Exhibit
      10.2


    


    THE
      SECURITIES REPRESENTED BY THIS STOCK OPTION WERE ISSUED IN AN OFFSHORE
      TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S
      PROMULGATED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
      PURSUANT TO REGULATIONS S. ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS
      STOCK
      OPTION HAVE NOT BEEN REGISTERED UNDER THE ACT, OR ANY U.S. STATE SECURITIES
      LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
      DISPOSED OF (I) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, (II)
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (III) PURSUANT
      TO AN EXEMPTION WHICH IS CONFIRMED IN AN OPINION OF COMPANY COUNSEL. IN
      ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS
      STOCK OPTION MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE
      ACT.

     

    THIS
      STOCK OPTION MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS
      REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
      AVAILABLE.

     

    THIS
      STOCK OPTION SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME (U.S.) ON THE SEVENTH
      ANNIVERSARY OF THE DATE HEREOF (the “EXPIRATION DATE”).


    


    TRACEGUARD
      TECHNOLOGIES, INC.

    


    OPTION
      TO PURCHASE 1,450,000 SHARES OF

    COMMON
      STOCK, PAR VALUE $0.001 PER SHARE

    


    For
      VALUE
      RECEIVED, Dr. Ehud Ganani (“Optionholder”), is entitled to purchase, subject to
      the provisions of this Stock Option, from TraceGuard Technologies, Inc., a
      Nevada corporation (“Company”), at any time not later than 5:00 P.M., Eastern
      time (U.S.), on the Expiration Date (as defined above) but subject to the
      vesting schedule described below, at an exercise price per share equal to U.S.
      $0.35 (the exercise price in effect being herein called the “Option Price”),
      1,450,000 shares (“Option Shares”) of the Company’s common stock, par value
      $0.001 per share (“Common Stock”). The number of Option Shares purchasable upon
      exercise of this Stock Option and the Option Price shall be subject to
      adjustment from time to time as described herein.

    


    Section
      1. Transfers.
      This
      Stock Option may not be transferred or assigned by the Optionholder. The Option
      Shares may be transferred only pursuant to (i) an effective registration
      statement filed under the Securities Act of 1933, as amended (the “Securities
      Act”), (ii) an exemption from such registration, or (iii) the provisions of
      Regulation S promulgated under the Securities Act. Subject to such restrictions,
      the Company shall transfer this Option Shares from time to time upon the books
      to be maintained by the Company for that purpose, upon surrender thereof for
      transfer properly endorsed or accompanied by appropriate instructions for
      transfer and such other documents as may be reasonably required by the Company,
      including, if required by the Company, an opinion of its counsel to the effect
      that such transfer is exempt from the registration requirements of the
      Securities Act, to establish that such transfer is being made in accordance
      with
      the terms hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      2. Exercise
      of Option.
      (a)
      Subject to the provisions hereof, the Optionholder may exercise this Stock
      Option in whole or in part at any time prior to its expiration upon surrender
      of
      the Stock Option, together with delivery of the duly executed Stock Option
      exercise form attached hereto as Appendix A (the “Exercise Agreement”) and
      payment by cash, certified check or wire transfer of funds for the aggregate
      Option Price for that number of Option Shares then being purchased, to the
      Company during normal business hours on any business day at the Company’s
      principal executive offices outside the United States (or such other office
      or
      agency of the Company as it may designate by notice to the Optionholder). The
      Option Shares so purchased shall be deemed to be issued to the Optionholder
      or
      the Optionholder’s designee, as the record owner of such shares, as of the close
      of business on the date on which this Stock Option shall have been surrendered
      (or evidence of loss, theft or destruction thereof and security or indemnity
      satisfactory to the Company), the Option Price shall have been paid and the
      completed Exercise Agreement shall have been delivered. Certificates for the
      Option Shares so purchased, representing the aggregate number of shares
      specified in the Exercise Agreement, shall be delivered to the Optionholder
      within a reasonable time, not exceeding ten (10) business days, after this
      Stock
      Option shall have been so exercised. The certificates so delivered shall be
      in
      such denominations as may be requested by the Optionholder and shall be
      registered in the name of the Optionholder. If this Stock Option shall have
      been
      exercised only in part, then, unless this Option has expired, the Company shall,
      at its expense, at the time of delivery of such certificates, deliver to the
      Optionholder a new Stock Option representing the number of shares with respect
      to which this Option shall not then have been exercised. As used herein,
“business day” means a day, other than a Saturday or Sunday, on which banks in
      New York City are open for the general transaction of business. Upon exercise,
      the Optionholder will be required to make the representations and warranties
      contained in the Exercise Agreement.

    


    (b) This
      Option shall be exercisable in accordance with the following vesting schedule:
      (i) at any time on or after September 1, 2007, up to 290,000 Option Shares;
      (ii)
      at any time on or after April 1, 2008, up to an additional 300,000 Option
      Shares; (iii) at any time on or after July 1, 2008, up to an additional 135,000
      Option Shares; and (iv) at any time on or after April 1, 2009, up to an
      additional 725,000 Option Shares; provided,
      however,
      that if
      the Optionholder’s employment by TraceGuard Technologies, Ltd., the Company’s
      wholly-owned Israeli subsidiary (“TG IL”) is (i) terminated by TG IL for “cause”
(as defined below), (ii) is not renewed by TG IL for “cause”, (iii) is
      terminated or not renewed by Ganani for any reason, other than for “good reason”
(as defined below), (iv) terminated due to the death or "disability" (as defined
      below) of Ganani, then, in each such case, the Stock Option shall terminate
      immediately with respect to the Option Shares which remain subject to vesting
      as
      set forth in this Section 2(b). Notwithstanding the foregoing, this Option
      shall
      only be exercisable to the extent that the Company has sufficient surplus under
      applicable law to exercise that certain stock option between the Company and
      Mr.
      Fredy Ornath, dated as of the date hereof.

    


    (c) For
      the
      purposes hereof, “cause” shall mean (i) a material breach by the Optionholder of
      (A) the provisions of that certain agreement dated as of February 1, 2006,
      as
      amended on July 6, 2006 (the “Employment Agreement”) or (B) the provisions of
      any subsequent employment agreement between the Optionholder and the Company
      or
      TG IL, which breach shall not have been cured by the Optionholder within sixty
      (60) days following notice thereof by the Company or TG IL to the Optionholder,
      (ii) the commission of gross negligence or bad faith (i.e., an act involving
      actual or constructive fraud, or a design to mislead or deceive another, or
      the
      conscious doing of a wrong because of dishonest purpose or motivated by ill
      will) by the Optionholder in the course of his employment, which commission
      has
      a material adverse effect on the Company or any of its subsidiaries, (iii)
      the
      commission by the Optionholder of a criminal act of fraud, theft or dishonesty
      causing material damages to the Company or any of its subsidiaries, or (iv)
      the
      conviction of the Optionholder of (or plead nolo contendere
      to) any
      felony, or misdemeanor involving moral turpitude if such misdemeanor results
      in
      material financial harm to or materially adversely affects the goodwill of
      the
      Company or any of its subsidiaries. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (d) For
      the
      purposes hereof, “disability” shall mean the Optionholder’s inability to perform
      his duties under the Employment Agreement or any subsequent employment agreement
      between the Optionholder and the Company or TG IL, because of illness or
      incapacity, physical or mental, the duties and services to be performed by
      him
      for a period of one hundred and eighty (180) consecutive days or an aggregate
      period of more than one hundred and eighty (180) days in any 12-month
      period.

    


    (e) For
      the
      purposes hereof, “good reason” shall mean (i) failure to elect or appoint,
      re-elect or re-appoint, the Optionholder to, or removal of the Optionholder
      from, his office and/or position with the Company or TG IL, as constituted
      as of
      the date hereof, except in connection with the termination or non-renewal of
      the
      Optionholder’s employment by the Company or TG IL for “cause”; (ii) failure by
      the Company to offer to renew the Employment Agreement for a term of at least
      one year and an annual base salary of at least U.S. $198,000, except for failure
      to make such an offer for “cause”; (iii) a reduction in the Optionholder's
      overall compensation (including any reduction in pension or other benefit
      programs or perquisites) or a material adverse change in the nature or scope
      of
      the authorities, powers, functions or duties normally attached to the
      Optionholder’s position with the Company or TG IL as referred to in the
      Employment Agreement; (iv) a breach by TG IL of any provision of the Employment
      Agreement or any subsequent employment agreement between the Optionholder and
      the Company or TG IL, not covered by clauses (i) or (iii) above which is not
      remedied within thirty (30) days after receipt by the Company or TG IL of
      written notice from the Optionholder of such breach;

    


    Section
      3. Compliance
      with the Securities Act of 1933.
      The
      Company may cause the legend set forth on the first page of this Stock Option
      to
      be set forth on each Stock Option or similar legend on any security issued
      or
      issuable upon exercise of this Stock Option, unless counsel for the Company
      is
      of the opinion as to any such security that such legend is
      unnecessary.

    


    Section
      4. Payment
      of Taxes.
      The
      Company will pay any documentary stamp taxes attributable to the initial
      issuance of Option Shares issuable upon the exercise of the Stock Option;
      provided, however, that the Company shall not be required to pay any tax or
      taxes which may be payable in respect of any transfer involved in the issuance
      or delivery of any certificates for Option Shares in a name other than that
      of
      the Optionholder in respect of which such shares are issued, and in such case,
      the Company shall not be required to issue or deliver any certificate for Option
      Shares or any Stock Option until the person requesting the same has paid to
      the
      Company the amount of such tax or has established to the Company’s reasonable
      satisfaction that such tax has been paid. The Optionholder shall be responsible
      for income taxes due under federal, state or other law, if any such tax is
      due.

    


    Section
      5. Mutilated
      or Missing Stock Options.
      In case
      this Stock Option shall be mutilated, lost, stolen, or destroyed, the Company
      shall issue in exchange and substitution of and upon cancellation of the
      mutilated Stock Option, or in lieu of and substitution for the Stock Option
      lost, stolen or destroyed, a new Stock Option of like tenor and for the purchase
      of a like number of Option Shares, but only upon receipt of evidence reasonably
      satisfactory to the Company of such loss, theft or destruction of the Stock
      Option, and with respect to a lost, stolen or destroyed Stock Option, reasonable
      indemnity or bond with respect thereto, if requested by the
      Company.

    


    Section
      6. Reservation
      of Common Stock.
      The
      Company hereby represents and Options that there have been reserved, and the
      Company shall at all applicable times keep reserved until issued (if necessary)
      as contemplated by this Section 7, out of the authorized and unissued shares
      of
      Common Stock, sufficient shares to provide for the exercise of the rights of
      purchase represented by this Stock Option. The Company agrees that all Option
      Shares issued upon due exercise of the Stock Option shall be, at the time of
      delivery of the certificates for such Option Shares, duly authorized, validly
      issued, fully paid and non-assessable shares of Common Stock of the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      7. Adjustments.
      Subject
      and pursuant to the provisions of this Section 6, the Option Price and number
      of
      Option Shares subject to this Stock Option shall be subject to adjustment from
      time to time as set forth hereinafter.

    


    (a) If
      the
      Company shall, at any time or from time to time while this Stock Option is
      outstanding, pay a dividend or make a distribution on its Common Stock in shares
      of Common Stock, subdivide its outstanding shares of Common Stock into a greater
      number of shares or combine its outstanding shares of Common Stock into a
      smaller number of shares, then the number of Option Shares purchasable upon
      exercise of the Stock Option immediately prior to the date upon which such
      change shall become effective, shall be adjusted so that the Optionholder
      thereafter exercising the Stock Option shall be entitled to receive the number
      of shares of Common Stock which, if the Stock Option had been exercised
      immediately prior to such event, (i) the Company would have owned upon such
      exercise and been entitled to receive by virtue of such dividend, distribution
      or subdivision, or (ii) in the case of a combination, such number of shares
      into
      which the number of shares the Optionholder would have owned upon such exercise
      would have been reduced to as a result of such combination. Whenever the number
      of shares of Common Stock purchasable upon exercise of this Stock Option is
      adjusted as provided in this Section 6(a), then the Option Price shall also
      be
      adjusted by multiplying the Option Price in effect immediately prior to such
      adjustment, by a fraction, the numerator of which shall equal to the number
      of
      shares subject to this Stock Option immediately prior to such adjustment, and
      the denominator of which shall equal to the number of shares subject to this
      Stock Option immediately after such adjustment. Such adjustments shall be made
      successively whenever any event listed above shall occur.

    


    (b) Subject
      to Section 6(c) below, in case the Company shall reorganize its capital,
      reclassify its capital stock (other than as provided in Section 6(a)),
      recapitalize, consolidate with, or merge with or into, another corporation,
      and
      pursuant to the terms of such reorganization, reclassification,
      recapitalization, merger, or consolidation, stock, securities, property or
      other
      assets is to be received by or distributed to the holders of Common Stock in
      lieu of or with respect to shares of Common Stock, then in each such case,
      the
      Optionholder, upon exercise of this Stock Option, shall be entitled to receive
      in lieu of the Option Shares or other securities and property receivable upon
      exercise of this Stock Option prior to the consummation of such reorganization,
      reclassification, recapitalization, consolidation or merger, or if the Common
      Stock is not changed, exchanged or extinguished in such transaction then in
      addition to the rights specified herein, the stock or other securities, property
      or assets to which the Optionholder would have been entitled to had it exercised
      this Stock Option immediately prior to such consumation, by a holder of the
      number of shares of Common Stock for which this Stock Option is exercisable
      immediately prior to such event. Subject to Section 6(c) below the foregoing
      provisions of this Section 6(b) shall similarly apply to successive
      reorganizations, reclassifications, recapitalizations, mergers or
      consolidations.

    


    (c) In
      the
      event of (i) a proposed dissolution or liquidation of the Company, or
      (ii) a proposed sale of all or substantially all of the assets or
      outstanding equity of the Company, or (iii) the merger or consolidation of
      the Company with or into another entity or any other corporate reorganization
      if
      persons who were not shareholders of the Company immediately prior to such
      merger, consolidation or other reorganization own immediately after such merger,
      consolidation or other reorganization fifty percent (50%) or more of the voting
      power of the outstanding securities of each of (A) the continuing or
      surviving entity and (B) any direct or indirect parent corporation of such
      continuing or surviving entity, Optionholder
      must, if at all, exercise this Stock Option at least 5 days prior to the
      consummation of such event, which exercise may be conditioned upon the
      consummation of such event, and this Stock Option shall terminate upon
      consummation of such event. In such an event, the vesting of this Stock Option
      shall accelerate and the entire Stock Option shall be exercisable in full
      immediately prior to the consummation of such event, but conditioned upon the
      event occurring.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (d) An
      adjustment to the Option Price or the number or type of securities issuable
      upon
      exercise of this Stock Option shall become effective immediately after the
      payment date in the case of each dividend or distribution and immediately after
      the effective date of each other event which requires an adjustment. The vesting
      provisions of Section 2 hereof shall apply to any securities to be received
      pursuant to an adjustment under of this Section 7.

    


    (e) In
      the
      event that, as a result of an adjustment made pursuant to this Section 6, the
      Optionholder shall become entitled to receive any shares of capital stock of
      the
      Company other than shares of Common Stock, the number of such other shares
      so
      receivable upon exercise of this Stock Option shall be subject thereafter to
      adjustment from time to time in a manner and on terms as nearly equivalent
      as
      practicable to the provisions with respect to the Option Shares contained in
      this Stock Option.

    


    Section
      8. Fractional
      Interest.
      The
      Company shall not be required to issue fractions of Option Shares upon the
      exercise of this Stock Option. If any fractional share of Common Stock would,
      except for the provisions of the first sentence of this Section 9, be
      deliverable upon such exercise, the Company, in lieu of delivering such
      fractional share, shall pay to the exercising Optionholder an amount in cash
      equal to the closing price of such fractional share of Common Stock on the
      date
      of exercise.

    


    Section
      9. Benefits.
      Nothing
      in this Stock Option shall be construed to give any person, firm or corporation
      (other than the Company and the Optionholder) any legal or equitable right,
      remedy or claim, it being agreed that this Option shall be for the sole and
      exclusive benefit of the Company and the Optionholder.

    


    Section
      10. Notices
      to Optionholder.
      Upon
      the happening of any event requiring an adjustment of the Option Price, the
      Company shall promptly give written notice thereof to the Optionholder at the
      address appearing in the records of the Company, stating the adjusted Option
      Price and the adjusted number of Option Shares resulting from such event and
      setting forth in reasonable detail the method of calculation and the facts
      upon
      which such calculation is based. Failure to give such notice to the Optionholder
      or any defect therein shall not affect the legality or validity of the event
      giving rise to, or the, subject adjustment.

    


    Section
      11. Notice
      of Corporate Action.
      If at
      any time:

     

    (a) other
      than pursuant to a split or combination pursuant to Section 7(a) hereof, the
      Company shall take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend or other distribution, or any right
      to
      subscribe for or purchase any evidences of its indebtedness, any shares of
      stock
      of any class or any other securities or property, or to receive any other right,
      or

    


    (b) there
      shall be any capital reorganization of the Company, any reclassification, other
      than pursuant to a split or combination pursuant to Section 7(a) hereof, or
      recapitalization of the capital stock of the Company or any consolidation or
      merger of the Company with, or any sale, transfer or other disposition of all
      or
      substantially all the property, assets or business of the Company to, another
      corporation or,

    

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      (c) there
        shall be a voluntary or involuntary dissolution, liquidation or winding up
        of
        the Company;

       

    

    then,
      in
      any one or more of such cases, the Company shall give to Optionholder (i) at
      least 10 days’ prior written notice of the date on which a record date shall be
      selected for such dividend, distribution or right or for determining rights
      to
      vote in respect of any such reorganization, reclassification, merger,
      consolidation, sale, transfer, disposition, liquidation or winding up, and
      (ii)
      in the case of any such reorganization, reclassification, merger, consolidation,
      sale, transfer, disposition, dissolution, liquidation or winding up, at least
      10
      days’ prior written notice of the date when the same shall take place, and
provided,
      however,
      that
      the failure to mail such notice or any defect therein or in the mailing thereof
      shall not affect the validity of the corporate action required to be specified
      in such notice; and provided,
      further,
      that if
      any action is taken on written consent in lieu of a meeting, notice shall be
      made as soon as reasonably practicable thereafter. Such notice in accordance
      with the foregoing clause also shall specify, as applicable, (i) the date on
      which any such record is to be taken for the purpose of such dividend,
      distribution or right, the date on which the holders of Common Stock shall
      be
      entitled to any such dividend, distribution or right, and the amount and
      character thereof, and (ii) the date on which any such reorganization,
      reclassification, merger, consolidation, sale, transfer, disposition,
      dissolution, liquidation or winding up is to take place and the time, if any
      such time is to be fixed, as of which the holders of Common Stock shall be
      entitled to exchange their shares of Common Stock for securities or other
      property deliverable upon such disposition, dissolution, liquidation or winding
      up. Each such written notice shall be sufficiently given if addressed to
      Optionholder at the last address of Optionholder appearing on the books of
      the
      Company and delivered in accordance with Section 13 hereof.

     

    Section
      12. Identity
      of Transfer Agent.
      The
      Transfer Agent for the Common Stock is Nevada Agency and Trust Company. Upon
      the
      appointment of any subsequent transfer agent for the Common Stock or other
      shares of the Company’s capital stock issuable upon the exercise of the rights
      of purchase represented by the Stock Option, the Company will mail to the
      Optionholder a statement setting forth the name and address of such transfer
      agent.

     

    Section
      13. Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section prior to 6:30 p.m. (New York City time) on a business day,
      (b) the next business day after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section on a day that is not a business day or later than 6:30 p.m.
      (New York City time) on any business day, (c) the business day following
      the date of mailing, if sent by U.S. nationally recognized overnight courier
      service, or (d) upon actual receipt by the party to whom such notice is
      required to be given. The address for such notices and communications shall
      be
      as follows:

     

    
      	
              If
                to the Company:

            	TraceGuard
              Technologies, Inc.
	 	#6 Ravnitzki
              Street
	 	Petach Tikva
              49277
              Israel 
	 	Fax No.:
              011-972-3-542-3710
	 	Attn: 
              David Ben-Yair, CFO
	 	
            
	With a copy
              to:	Moses & Singer
              LLP
	 	The Chrysler
              Building
	 	405 Lexington
              Avenue
	 	New York,
              NY
              10174-1299
	 	Fax No.:
              917-206-4381
	 	Attn: Allan
              Grauberd,
              Esq.


    

      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      to
      Optionholder: 

     

    or
      such
      other address or facsimile number as may be designated in writing hereafter,
      in
      the same manner, by such Person.

     

    Section
      14. Successors.
      All the
      covenants and provisions hereof by or for the benefit of the Optionholder shall
      bind and inure to the benefit of its respective successors and assigns
      hereunder. 

    


    Section
      15. Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Stock Option shall be governed by and construed and enforced in
      accordance with the internal laws of the State of Nevada, without regard to
      the
      principles of conflicts of law thereof to the extent such principles would
      require the application of the laws of another jurisdiction.

    


    Section
      16. No
      Rights as Stockholder.
      Prior
      to the exercise of this Stock Option, the Optionholder shall not have or
      exercise any rights as a stockholder of the Company by virtue of its ownership
      of this Stock Option.

    


    Section
      17. Amendment;
      Waiver.
      Any
      term of this Stock Option may be amended or waived upon the written consent
      of
      the Company and the Optionholder.

    


    Section
      18. Section
      Headings.
      The
      section headings in this Stock Option are for the convenience of the Company
      and
      the Optionholder and in no way alter, modify, amend, limit or restrict the
      provisions hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Stock Option to be duly executed,
      as of the 29th day of May, 2007.

     

    
      	 	 	 
	 	TRACEGUARD TECHNOLOGIES, INC.
	 
 	 
 	 
 
	
            	By:  	/s/ David Ben-Yair
	 	
              
Name:
              David Ben-Yair
	 	Title: CFO


    

    


    The
      Optionholder accepts and agrees to the terms and conditions of this Option,
      including, without limitation, the last sentence of Section 2(a)
      hereof.

    
      	 	 	 
	 
 	 
 	 
 
	Date: May 29, 2007	By:  	/s/ Dr. Ehud Ganani
	 	
              
Name:
              Dr. Ehud Ganani




     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

    TRACEGUARD
      TECHNOLOGIES, INC.

    STOCK
      OPTION EXERCISE FORM

    


    To
      TraceGuard Technologies, Inc.:

    


    The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the within Stock Option (“Option”) for, and to purchase
      thereunder by the payment of the Option Price and surrender of the Stock Option,
      _______________ shares of Common Stock (“Option Shares”) provided for therein,
      and requests that certificates for the Option Shares be issued as follows:
      

    
      	 	 	 
	 	
              
Name
	 	 
	 	
              
Address
	 	 
	 	 
	 	
              

            
	 	 
	 	
              
 


    

    
    

    and
      delivered to the above address (which must be outside the United States);


    


    and,
      if
      the number of Option Shares shall not be all the Option Shares purchasable
      upon
      exercise of the Stock Option, that a new Stock Option for the balance of the
      Option Shares purchasable upon exercise of this Stock Option be registered
      in
      the name of the undersigned Optionholder and delivered to the address stated
      above.

    


    The
      undersigned hereby represents and warrants to the Company that (check only
      one
      of the appropriate answers)

    


    ___
      A. the
      undersigned is not a U.S. Person and the Stock Option is not being exercised
      on
      behalf of a U.S. Person; or

    


    ___
      B. the
      undersigned is hereby furnishing a written opinion of counsel, in a form
      reasonably acceptable to the Company, to the effect that the Stock Option and
      the Option Shares delivered upon exercise of the Stock Option have been
      registered under the Securities Act or are exempt from registration
      thereunder.

    


    In
      addition, the undersigned acknowledges that this Stock Option may not be
      exercised in the United States, and that the Option Shares may not be delivered
      in the United States upon exercise, other than in an offering deemed to meet
      the
      definition of "offshore transaction" pursuant to Rule 902(h) of Regulation
      S,
      unless registered under the Securities Act or an exemption from such
      registration is available.


    

      
        	
                Dated:
                  ___________________, ____

              	 
	 	 
	
                Note:
                  The signature must correspond with

              	
                Signature:

              
	
                the
                  name of the Optionholder as written 
                  on
                    the first page of the Stock Option in every

                

              	
                
                  

                

                Name:
                  Dr. Ehud Ganani

              
	
                particular,
                  without alteration or enlargement

              	
              
	
                or
                  any change whatever.

              	 
	 	
                
                  

                

              
	 	 
	 	
                
 
	 	
                
                  

                

                Address