OVDAT,
      INC.

     

    THE
      2000 

    ISRAELI
      EMPLOYEE STOCK OPTION PLAN

    


    
      	1.	
              NAME

            


    

     

    This
      Plan, as amended from time to time, shall be known as the OVDAT, INC. 2000
      Israeli Employee Stock Option Plan (the“Option
      Plan”).

     

    
      	2.	
              PURPOSE
                OF THE OPTION PLAN

            


    

     

    The
      Option Plan is intended as an incentive to retain, in the employ of OVDAT,
      INC.
      (the“Company”)
      and
      its Subsidiaries, persons of training, experience, and ability, to attract
      new
      employees directors or consultants, whose services are considered valuable,
      to
      encourage the sense of proprietorship of such persons, and to stimulate the
      active interest of such persons in the development and financial success of
      the
      Company by providing them with opportunities to purchase Shares in the Company,
      pursuant to the Option Plan approved by the board of directors of the company
      (the“Board”).
      Options granted under the Option Plan may or may not contain such terms as
      will
      qualify such Options for the special tax treatment under section 102 of the
      Israeli Tax Ordinance (“Section
      102”).

    


    Options
      containing such terms as will qualify them for the special tax treatment under
      section 102 of the Israeli Tax Ordinance , shall be referred to herein as
“102
      Options”.

    


    Options
      that do not contain such terms as will qualify them for the special tax
      treatment under section 102 of the Israeli Tax Ordinance, shall be referred
      to
      herein as “3(i)
      Options”.

    


    All
      Options granted hereunder, whether together or separately, shall be hereinafter
      referred to as “Options”.

    


    The
      term
“Subsidiary”
      shall
      mean for the purposes of the Option Plan: any company (other than the Company)
      in an unbroken chain of companies beginning with the Company if, at the time
      of
      granting an option, each of the companies other than the last company in the
      unbroken chain owns shares possessing fifty percent (50%) or more of the total
      combined voting power of all classes of shares in one of the other companies
      in
      such chains.

     

    The
      term
“Parent”
      shall
      mean for the purposes of the Plan: any
      company (other than the Company) in an unbroken chain of companies ending with
      the Company if, at the time of granting an Option, each of the companies (other
      than the Company), owns stock possessing fifty percent (50%) or more of total
      combined voting power of all classes of stock in one of the other companies
      in
      such chain. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    The
      term
“Cause”
shall
      mean for the purposes of the Plan: (i) conviction of any felony involving moral
      turpitude or affecting the Company; (ii) any refusal to carry out a reasonable
      directive of the CEO which involves the business of the Company or its
      affiliates and was capable of being lawfully performed; (iii) embezzlement
      of
      funds of the Company or its affiliates; and (iv) any breach of the Optionee’s
      fiduciary duties or duties of care of the Company; including without limitation
      disclosure of confidential information of the Company; 

     

    The
      term
“Continuous
      Service”
means
      that the provision of services to the Company or its affiliates in any capacity
      of employee, director or consultant, is not interrupted or terminated.
      Continuous Service shall not be considered interrupted in the case of (i) any
      approved leave of absence, (ii) transfers among the Company, any affiliate,
      or
      any successor, in any capacity of employee, director or consultant, or (iii)
      any
      change in status as long as the individual remains in the service of the Company
      or an affiliate in any capacity of employee, director or consultant (except
      as
      otherwise provided in the Option Agreement). An approved leave of absence shall
      include sick leave, military leave, or any other authorized personal
      leave.

     

    
      	3.	
              ADMINISTRATION
                OF THE OPTION PLAN

            


    

     

    The
      Board
      or a committee appointed and maintained by the Board for such purpose
      (the“Committee”)
      shall
      have the power to administer the Option Plan. Notwithstanding the above, the
      Board shall automatically have a residual authority if no Committee shall be
      constituted or if such Committee shall cease to operate for any reason
      whatsoever. Notwithstanding the above, the Board will have the full power and
      authority to appoint in its absolute discretion the Committee and replace it
      at
      any time in the future.

     

    The
      Committee shall consist of such number of members (not less than two (2) in
      number) as may be fixed by the Board. The Committee shall select one of its
      members as its chairman (“the
      Chairman”)
      and
      shall hold its meetings at such times and places as the Chairman shall
      determine. The Committee shall keep records of its meetings and shall make
      such
      rules and regulations for the conduct of its business as it shall deem
      advisable.

     

    Any
      member of such Committee shall be eligible to receive Options under the Option
      Plan while serving on the Committee, unless otherwise specified
      herein.

     

    The
      Committee shall have full power and authority (i) to designate participants;
      (ii) to determine the terms and provisions of respective Option Agreements
      (which need not be identical) including, but not limited to, the number of
      Shares in the Company to be covered by each Option, provisions concerning the
      time or times when and the extent to which the Options may be exercised and
      the
      nature and duration of restrictions as to transferability or restrictions
      constituting substantial risk of forfeiture; (iii) to accelerate the right
      of an
      Participant to exercise, in whole or in part, any previously granted Option;
      (iv) to interpret the provisions and supervise the administration of the Option
      Plan; (v) to determine the Fair Market value( as defined below) of the Shares
      (
      as defined below); (vi) to designate Options as 102 Options or 3(i)Options
      and
      (vii) to determine any other matter which is necessary or desirable for, or
      incidental to administration of the Option Plan.

     

    The
      Committee shall have the authority to grant, in its discretion, to the holder
      of
      an outstanding Option, in exchange for the surrender and cancellation of such
      Option, a new Option having a purchase price equal to, lower than or higher
      than
      the Purchase Price provided in the Option so surrendered and canceled, and
      containing such other terms and conditions as the Committee may prescribe in
      accordance with the provisions of the Option Plan.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    All
      decisions and selections made by the Board or the Committee pursuant to the
      provisions of the Option Plan shall be made by a majority of its members except
      that no member of the Board or the Committee shall vote on, or be counted for
      quorum purposes, with respect to any proposed action of the Board or the
      Committee relating to any Option to be granted to that member. Any decision
      reduced to writing and signed by a majority of the members who are authorized
      to
      make such decision shall be fully effective as if it had been made by a majority
      at a meeting duly held.

     

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

     

    Each
      member of the Board or the Committee shall be indemnified and held harmless
      by
      the Company against any cost or expense (including counsel fees) reasonably
      incurred by him, or any liability (including any sum paid in settlement of
      a
      claim with the approval of the Company) arising out of any act or omission
      to
      act in connection with the Option Plan unless arising out of such member's
      own
      fraud or bad faith, to the extent permitted by applicable law. Such
      indemnification shall be in addition to any rights of indemnification the member
      may have as a director or otherwise under the Company's By Law, any agreement,
      any vote of shareholders or disinterested directors, insurance policy or
      otherwise.

     

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

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

            	
              In
                the absence of an established market for the Shares, the Fair Market
                Value
                thereof shall be determined in good faith by the Committee.
                

            


    

     

    
      	4.	
              DESIGNATION
                OF PARTICIPANTS

            


    

     

    The
      persons eligible for participation in the Option Plan as recipients of Options
      shall include any employees, directors and consultants of the Company or of
      any
      Subsidiary of the Company. The grant of an Option hereunder shall neither
      entitle the recipient thereof to participate nor disqualify him from
      participating in, any other grant of Options pursuant to the Option Plan or
      any
      other option or stock plan of the Company or any of its affiliates.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    To
      the
      extent applicable and anything in the Option Plan to the contrary
      notwithstanding, all grants of Options to directors and office holders, (“Nosei
      Misra” - as such term is defined in the Israeli Companies Law - the“Companies
      Law”)
      shall
      be authorized and implemented in accordance with the provisions of the Israeli
      Companies Law, as in effect from time to time.

     

    
      	5.	
              TRUSTEE

            


    

     

    102
      Options which shall be granted under the Option Plan and/or any Shares issued
      upon exercise of such 102 Options and/or other shares received subsequently
      following any realization of rights, shall be issued to a Trustee nominated
      by
      the Committee, and approved in accordance with the provisions of Section 102
      (the“Trustee”)
      and
      held for the benefit of the Participants. 

     

    102
      Options and any Shares received subsequently following exercise of 102 Options,
      shall be held by the Trustee for a period of not less than two years (24 months)
      from the Date Of Grant. 

     

    3(i)
      Options which shall be granted under the Option Plan, may be issued to a Trustee
      nominated by the Committee, and held for the benefit of the Participants.


     

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

     

    Upon
      receipt of the Option, the Participant will sign an undertaking to release
      the
      Trustee from any liability in respect of any action or decision duly taken
      and
bona
      fide executed
      in relation with the Option Plan, or any Option or Share granted to him
      thereunder.

     

    
      	6.	
              SHARES
                RESERVED FOR THE OPTION PLAN;
                RESTRICTION THEREON

            


    

     

    
      	
            	6.1	
              Subject
                to adjustments as set forth in Section 7 below, a total of 2,307
                shares of
                Common Stock, of $0.01 par value in the share capital of the Company
                (“the Shares”) shall be subject to
                the Option Plan. Until termination of the Option Plan the Company
                shall,
                at any time reserve sufficient number of Shares to meet the requirements
                of the Option Plan, but any of the Shares covered by the Option Plan,
                which remain unissued and are not subject to outstanding Options
                at the
                termination of the Option Plan, shall cease to be reserved for the
                purpose
                of the Option Plan. Should any Option for any reason expire or be
                canceled
                prior to its exercise or relinquishment in full, the Shares therefore
                subject to such Option may again be subjected to an Option under
                the
                Option Plan.

            


    

     

    
      	 	
              6.2

            	
              An
                Participant who purchased Shares hereunder upon exercise of Options
                shall
                have no voting rights as a shareholder (in any and all matters whatsoever)
                until the consummation of a public offering of the Company's shares
                (“the
                IPO").
                Until an IPO, such Shares shall be voted by an irrevocable proxy
                pursuant
                to the directions of the Board, such proxy to be to the person or
                persons
                designated by the Board. Such person or persons designated by the
                Board
                shall be indemnified and held harmless by the Company against any
                cost or
                expense (including counsel fees) reasonably incurred by him/her,
                or any
                liability (including any sum paid in settlement of a claim with the
                approval of the Company) arising out of any act or omission to act
                in
                connection with the voting of such proxy unless arising out of such
                member's own fraud or bad faith, to the extent permitted by applicable
                law. Such indemnification shall be in addition to any rights of
                indemnification the person(s) may have as a director or otherwise
                under
                the Company's By Law, any agreement, any vote of shareholders or
                disinterested directors, insurance policy or
                otherwise.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      	 	
              6.3

            	
              Each
                Option granted pursuant to the Plan, shall be evidenced by a written
                agreement between the Company and the Participant (“the
                Option Agreement”),
                in such form as the Board or the Committee shall from time to time
                approve. Each Option Agreement shall state a number of the Shares
                to which
                the Option relates and the type of Option granted thereunder (whether
                a
                102 Option or a 3(i) Option).

            


    

     

    
      	 	
              6.4

            	
              All
                Shares issued upon exercise of the Options shall entitle the holder
                thereof to receive dividends and other distributions
                thereon.

            


    

     

    
      	7.	
              PURCHASE
                PRICE

            


    

     

    
      	 	
              7.1

            	
              The
                purchase price of each Share subject to a new Option to be granted
                or any
                portion thereof shall be determined by the Committee in its sole
                and
                absolute discretion in accordance with applicable law, subject to
                any
                guidelines as may be determined by the Board from time to time, but
                not
                beyond the Fair Market Value as defined in section 3 above (“the
                Purchase Price”).

            


    

     

    
      	 	
              7.2

            	
              The
                Purchase Price shall be payable upon the exercise of the Option in
                a form
                satisfactory to the Committee, including without limitation, by cash
                or
                check. The Committee shall have the authority to postpone the date
                of
                payment on such terms as it may
                determine.

            


    

     

    
      	8.	
              ADJUSTMENTS

            


    

     

    Upon
      the
      occurrence of any of the following described events, Participant's rights to
      purchase Shares under the Option Plan shall be adjusted as hereafter
      provided:

     

    
      	 	
              8.1

            	
              In
                case the Company is merged or consolidated with another corporation
                and
                the Company is not the surviving corporation, or, in case the property
                or
                stock of the Company is acquired by any other corporation, or in
                case of a
                reorganization or liquidation of the Company, the Board of Directors
                of
                the Company, or the board of directors of any corporation assuming
                the
                obligations of the Company hereunder, shall, as to outstanding Options,
                either (i) make appropriate provision for the protection of any such
                outstanding Options by the substitution on an equitable basis of
                appropriate stock of the Company or of the merged, consolidated or
                otherwise reorganized corporation that will be issuable in respect
                of the
                shares of Common Stock of the Company, provided only that the excess
                of
                the aggregate fair market value of the shares subject to the Options
                immediately after such substitution over the purchase price thereof
                is not
                more than the excess of the aggregate fair market value of the shares
                subject to such Options immediately before such substitution over
                the
                purchase price thereof, (ii) upon written notice to the Participants,
                provide that all vested and unexercised Options must be exercised
                within a
                specified number of days of the date of such notice or such Options
                will
                be terminated, or (iii) upon written notice to the Participants,
                provide
                that the Company or the merged, consolidated or otherwise reorganized
                corporation shall have the right, upon the effective date of any
                such
                merger, consolidation, sale of assets or reorganization, to purchase
                all
                Options held by each Participant which are vested and unexercised
                as of
                that date, or all Shares purchased by Participant hereunder, at an
                amount
                equal to the aggregate fair market value on such date of the shares
                subject to the Options held by such Participant over the aggregate
                purchase price therefor, such amount to be paid in cash or, if stock
                of
                the merged, consolidated or otherwise reorganized corporation is
                issuable
                in respect of the shares of the Common Stock of the Company, then,
                in the
                discretion of the Board of Directors, in stock of such merged,
                consolidated or otherwise reorganized corporation equal in fair market
                value to the aforesaid amount. In any such case the Board of Directors
                shall, in good faith, determine fair market value and may, in its
                discretion, advance the lapse of any waiting or installment periods
                and
                exercise dates. Unless otherwise determined by the Board of Directors,
                except in the circumstances of subsection 7.1(i) above, any unvested
                Options shall terminate upon the effective date of such merger, sale
                of
                assets, reorganization,
                liquidation,[detail].

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              8.2

            	
              If
                the Company is liquidated or dissolved while unexercised Options
                remain
                outstanding under the Option Plan, then all such outstanding Options
                may
                be exercised in full by the Participants as of the effective date
                of any
                such liquidation or dissolution of the Company without regard to
                the
                installment exercise provisions of Paragraph 10(2) of the Option
                Plan, by
                the Participants giving notice in writing to the Company of their
                intention to so exercise.

            


    

     

    
      	 	
              8.3

            	
              If
                the outstanding shares of the Company shall at any time be changed
                or
                exchanged by declaration of a stock dividend (bonus shares), stock
                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 the Option Plan or subject
                to
                any Options therefore granted, and the purchase prices, shall be
                appropriately and equitably adjusted so as to maintain the proportionate
                number of Shares without changing the aggregate purchase price, provided,
                however, that no adjustment shall be made by reason of the distribution
                of
                subscription rights (rights offering) on outstanding stock. Upon
                happening
                of any of the foregoing, the class and aggregate number of Shares
                issuable
                pursuant to the Option Plan(as set forth in paragraph 6 hereof),
                in
                respect of which Options have not yet been exercised, shall be
                appropriately adjusted, all as will be determined by the Board whose
                determination shall be final.

            


    

     

    
      	9.	
              PURCHASE
                FOR INVESTMENT

            


    

     

    The
      Company’s obligation to issue Shares upon exercise of an Option granted under
      the Plan is expressly conditioned upon (a) the Company’s completion of any
      registration or other qualifications of such Shares under any state and/or
      federal law, rulings or regulations or (b) representations and undertakings
      by
      the Participant (or his legal representative, heir or legatee, in the event
      of
      the Participant’s death) to assure that the sale of the Shares complies with any
      registration exemption requirements which the Company in its sole discretion
      shall deem necessary or advisable. Such required representations and
      undertakings may include representations and agreements that such Participant
      (or his legal representative, heir, or legatee): (a) is purchasing such Shares
      for investment and not with any present intention of selling or otherwise
      disposing thereof; and (b) agrees to have placed upon the face and reverse
      of
      any certificates evidencing such Shares a legend setting forth (i) any
      representations and undertakings which such Participant has given to the Company
      or a reference thereto and (ii) that, prior to effecting any sale or other
      disposition of any such Shares, the Participant must furnish to the Company
      an
      opinion of counsel, satisfactory to the Company, that such sale or disposition
      will not violate the applicable requirements of State and federal laws and
      regulatory agencies. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	10.	
              TERM
                AND EXERCISE OF OPTIONS

            


    

     

    
      	
            	10.1	
              Options
                shall be exercised by the Participant by giving written notice to
                the
                Company, in such form and method as may be determined by the Company
                and
                the Trustee and when applicable, in accordance with the requirements
                of
                Section 102, which exercise shall be effective upon receipt of such
                notice
                by the Company at its principal office. The notice shall specify
                the
                number of Shares with respect to which the Option is being exercised.Each
                Option granted under the Option Plan shall be exercisable following
                the
                exercise dates and for the number of Shares as shall be provided
                in
                Exhibit B to the Option Agreement. However, no Option shall be exercisable
                after the Expiration Date, as defined for each Participant in his
                or her
                Option Agreement.

            


    

     

    
      	
            	10.2	
              Options
                granted under the Option Plan shall not be transferable by Participants
                other than by will or laws of descent and distribution, and during
                an
                Participant's lifetime shall be exercisable only by that
                Participant.

            


    

     

    
      	
            	10.3	
              The
                Options may be exercised by the Participant in whole at any time
                or in
                part from time to time, to the extent that the Options become vested
                and
                excercisable, prior to the Expiration Date, and provided that, subject
                to
                the provisions of Sections 10.5 and 10.6 below, the Participant is
                an
                employee or service provider of the Company or any of its Subsidiaries,
                at
                all times during the period beginning with the granting of the Option
                and
                ending upon the date of exercise.

            


    

     

    
      	
            	10.4	
              Subject
                to the provisions of Section 10.6 below, in the event of termination
                for
                Cause (as defined above) of Participant’s Continuous Service with the
                Company or a Subsidiary of the Company, the Participant’s right to
                exercise the Options shall terminate concurrently with the termination
                of
                the Participant’s Continuous Service, except as otherwise determined by
                the Committee. A notice of termination of employment shall be deemed
                to
                constitute termination of
                employment.

            


    

     

    
      	
            	10.5	
              Notwithstanding
                anything to the contrary hereinabove, in the event the Participant’s
                Continuous Service terminates, other than for Cause, all vested and
                unexpired Options may be exercised after the date of termination
                of
                Participant’s employment with the Company or any Subsidiary of the Company
                thereof, during the period set forth in Exhibit
                B
                hereto (the “Post
                Termination Exercise Period”).
                

            


    

     

    
      	
            	10.6	
              In
                the event that the Participant’s Continuous Service terminated as a result
                of death or disability, all vested and unexpired Options may be exercised
                within the later of: the “Post Termination Exercise Period” set forth in
                Section 5 of Exhibit
                B,
                or, a period of 12 (twelve) months from the date of such
                termination;

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
            	10.7	
              Subject
                to the provisions of Section 11 below, the holders of Options shall
                not
                have any of the rights or privileges of shareholders of the Company
                in
                respect of any Shares purchasable upon the exercise of any part of
                an
                Option, nor shall they be deemed to be a class of shareholders or
                creditors of the Company for purpose of the operation of section
                350 and
                351 of the Israeli Companies Law or any successor to such section,
                until
                registration of the Participant as holder of such Shares in the Company’s
                register of members upon exercise of the Option in accordance with
                the
                provisions of the Option Plan.

            


    

     

    
      	
            	10.8	
              Any
                form of Option Agreement authorized by the Option Plan may contain
                such
                other provisions as the Committee may, from time to time, deem advisable.
                Without limiting the foregoing, the Committee may, with the consent
                of the
                Participant, from time to time cancel all or any portion of any Option
                then subject to exercise, and the Company's obligation in respect
                of such
                Option may be discharged by (i) payment to the Participant of an
                amount in
                cash equal to the excess, if any, of the Fair Market Value of the
                Shares
                at the date of such cancellation subject to the portion of the Option
                so
                canceled over the aggregate Purchase Price of such Shares, (ii) the
                issuance or transfer to the Participant of Shares of the Company
                with a
                Fair Market Value at the date of such transfer equal to any such
                excess,
                or (iii) a combination of cash and shares with a combined value equal
                to
                any such excess, all as determined by the Committee in its sole
                discretion.

            


    

     

    
      	11.	
              SHARES
                SUBJECT TO RIGHT OF FIRST
                REFUSAL

            


    

     

    
      	
            	11.1	
              Notwithstanding
                anything to the contrary in the By law of the Company, none of the
                Participants shall have a right of first refusal in relation with
                any sale
                of shares in the Company.

            


    

     

    
      	
            	11.2	
              Sale
                of Shares by the Participant shall be subject to the right of first
                refusal of other shareholders as set forth in the Certificate of
                Incorporation or By Laws of the Company. In the event that the Certificate
                of Incorporation or By Laws of the Company shall not contain any
                provision
                regarding rights of first refusal, then, unless otherwise provided
                by the
                Board, until such time as the Company shall effectuate an IPO, the
                sale of
                Shares issuable upon exercise of an Option, shall be subject to a
                right of
                first refusal on the part of the Repurchaser(s). Repurchaser(s) means
                (i)
                the Company, if permitted by applicable laws; ( ii) if the Company
                is not
                permitted by applicable laws, then any affiliate or Subsidiary of
                the
                Company designated by a unanimous decision is reached by the Board
                of
                Directors; or ( iii) if no unanimous decision is reached by the Board
                of
                Directors , then the company existing shareholders (save, for avoidance
                of
                doubt , for other Participants who already exercised their Options),
                pro
                rata in accordance with their shareholding. The Participant shall
                give a
                notice of sale (“the
                Notice“)
                to the Company in order to offer the Shares to the Repurchaser(s),
                and the
                Company will forward the Notice to the existing shareholders.
                

            


    

     

    The
      Notice shall specify the Number of Shares offered for sale, the price per Share,
      the payment terms the name of each proposed purchaser or other Transferee
      (“Proposed
      Transferee”).
      The
      Repurchaser(s) will be entitled for 30 days from the day of receipt of the
      Notice (“the 30 Days Period”), to purchase all or part of the offered Shares. If
      by the end of the 30 Days Period not all of the offered Shares have been
      purchased by the Repurchaser(s), the Participant will be entitled to sell such
      Shares at any time during the 60 days following the end of the 30 Days Period
      on
      terms not more favorable than those set out in the Notice, provided that the
      proposed Transferee agrees in writing that the provisions of this section shall
      continue to apply to the Shares in the hands of such proposed
      Transferee.

     

    
      
        
        

      

      
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      	12.	
              DIVIDENDS

            


    

     

    With
      respect to all Shares (in contrast to unexercised Options) issued upon the
      exercise of Options purchased by the Participant and held by the Trustee, the
      Participant shall be entitled to receive dividends in accordance with the
      quantity of such Shares, and subject to any applicable taxation on distribution
      of dividends. During the period in which Shares issued to the Trustee on behalf
      of a Participant are held by the Trustee, the cash dividends paid with respect
      thereto shall be paid directly to the Participant.

     

    
      	13.	
              ASSIGNABILITY
                AND SALE OF OPTIONS

            


    

     

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

    As
      long
      as the Shares are held by the Trustee in favor of the Participant, than all
      rights the last possesses over the Shares are personal, can not be transferred,
      assigned, pledged or mortgaged, other than by will or laws of descent and
      distribution. 

     

    
      	14.	
              TERM
                OF THE OPTION PLAN

            


    

     

    The
      Option Plan shall be effective as of the date that it is adopted by the Board
      and shall terminate at the end of 10 years from such day of
      adoption.

     

    
      	15.	
              AMENDMENTS
                OR TERMINATION

            


    

     

    The
      Board
      may, at any time and from time to time, but after consultation with the Trustee,
      amend, alter or discontinue the Option Plan, except that no amendment or
      alteration shall be made which would impair the rights of the holder of any
      Option therefore granted, without his consent.

     

    
      	16.	
              GOVERNMENT
                REGULATIONS

            


    

     

    The
      Option Plan, the granting and exercise of Options hereunder, and the obligation
      of the Company to sell and deliver Shares under such Options, shall be subject
      to all applicable laws, rules, and regulations, whether of the State of Israel
      or of the United States or any other State having jurisdiction over the Company
      and the Participant, including the registration of the Shares under the United
      States Securities Act of 1933, and to such approvals by any governmental
      agencies or national securities exchanges as may be required.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	17.	
              CONTINUANCE
                OF EMPLOYMENT 

            


    

     

    Neither
      the Option Plan nor the Option Agreement with the Participant shall impose
      any
      obligation on the Company or a Subsidiary thereof, to continue any Participant
      in its employ, or the hiring by the Company of the Participant’s services and
      nothing in the Option Plan or in any Option granted pursuant thereto shall
      confer upon any Participant any right to continue in the employ or service
      of
      the Company or a Subsidiary thereof or restrict the right of the Company or
      a
      Subsidiary thereof to terminate such employment or service at any
      time.

     

    
      	18.	
              GOVERNING
                LAW & JURISDICTION

            


    

     

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

     

    
      	19.	
              TAX
                CONSEQUENCES

            


    

     

    Any
      tax
      consequences arising from the grant or exercise of any Option, from the payment
      for Shares covered thereby or from any other event or act (of the Company,
      Full
      Access Ltd. ,the Trustee or the Participant), hereunder, shall be borne solely
      by the Participant. Full Access Ltd. and/or the Trustee shall withhold taxes
      according to the requirements under the applicable laws, rules, and regulations,
      including withholding taxes at source. Furthermore, the Participant shall agree
      to indemnify Full Access Ltd. and the Trustee and hold them harmless against
      and
      from any and all liability for any such tax or interest or penalty thereon,
      including without limitation, liabilities relating to the necessity to withhold,
      or to have withheld, any such tax from any payment made to the
      Participant.

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

     

    
      	20.	
              NON-EXCLUSIVITY
                OF THE OPTION PLAN

            


    

     

    The
      adoption of the Option Plan by the Board shall not be construed as amending,
      modifying or rescinding any previously approved incentive arrangements or as
      creating any limitations on the power of the Board to adopt such other incentive
      arrangements as it may deem desirable, including, without limitation, the
      granting of stock Options otherwise then under the Option Plan, and such
      arrangements may be either applicable generally or only in specific cases.
      For
      the avoidance of doubt, prior grant of options to Participants of the Company
      under their employment agreements, and not in the framework of any previous
      option plan, shall not be deemed an approved incentive arrangement for the
      purpose of this Section.

     

    
      
        
        

      

      
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      	21.	
              MULTIPLE
                AGREEMENTS

            


    

     

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

     

    [END]

     

    
      
        
        

      

      
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