EXHIBIT 4.2

                                 LANOPTICS LTD.

                                    THE 2003
                   AMENDED AND RESTATED EQUITY INCENTIVE PLAN

   (*IN COMPLIANCE WITH AMENDMENT NO. 132 OF THE ISRAELI TAX ORDINANCE, 2002)

<PAGE>


                                TABLE OF CONTENTS

1. PURPOSE OF THE PLAN.........................................................1

2. DEFINITIONS.................................................................1

3. ADMINISTRATION OF THE PLAN..................................................4

4. DESIGNATION OF PARTICIPANTS.................................................5

5. DESIGNATION OF AWARDS PURSUANT TO SECTION 102 ..............................5

6. TRUSTEE.....................................................................6

7. SHARES RESERVED FOR THE PLAN; RESTRICTION THEREON...........................7

8. PURCHASE PRICE..............................................................7

9.  ADJUSTMENTS................................................................8

10. TERM AND EXERCISE OF AWARDS................................................9

11. VESTING OF AWARDS.........................................................11

12. PURCHASE FOR INVESTMENT...................................................11

13. DIVIDENDS.................................................................11

14. RESTRICTIONS ON ASSIGNABILITY AND SALE OF AWARDS..........................11

15. TERM OF THE PLAN..........................................................12

16. AMENDMENTS OR TERMINATION.................................................12

17. GOVERNMENT REGULATIONS....................................................12

18. CONTINUANCE OF EMPLOYMENT OR SERVICES.....................................12

19. GOVERNING LAW & JURISDICTION..............................................13

20. TAX CONSEQUENCES..........................................................13

21. NON-EXCLUSIVITY OF THE PLAN...............................................13

22. MULTIPLE AGREEMENTS.......................................................14

23. INTEGRATION OF SECTION 102................................................14

<PAGE>

     This Plan, as amended from time to time, shall be known as the LanOptics
     Ltd. 2003 Amended and Restated Equity Incentive Plan (the "PLAN").

1.   PURPOSE OF THE PLAN

     The Plan is intended as an incentive to retain, in the employ of LanOptics
     Ltd. (the "COMPANY") and its Affiliates (as defined below), persons of
     training and experience, to have the ability to attract new employees,
     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 Plan approved by the Board.

2.   DEFINITIONS

For purposes of the Plan and related documents, including the Award Agreement,
the following definitions shall apply:

     2.1  "ADMINISTRATOR" means the Board or any of its Committees as shall be
          administering the Plan, in accordance with Section 3 of the Plan.

     2.2  "AFFILIATE" means any "employing company" within the meaning of
          Section 102(a) of the Ordinance.

     2.3  "APPROVED 102 AWARD" means an Award granted pursuant to Section 102(b)
          of the Ordinance and held in trust by a Trustee for the benefit of the
          Participant.

     2.4  "ARTICLES OF ASSOCIATION" means the Company's Articles of Association,
          as shall be amended by the Company from time to time.

     2.5  "AWARD" means, individually or collectively, a grant under the Plan of
          Options or Restricted Share Units.

     2.6  "AWARD AGREEMENT" means the agreement setting forth the terms and
          provisions applicable to each Award granted under the Plan. The Award
          Agreement is subject to the terms and conditions of the Plan.

     2.7  "BOARD" means the Board of Directors of the Company.

     2.8  "CAPITAL GAIN AWARD" OR "CGA" means an Approved 102 Award elected and
          designated by the Company to qualify under the capital gain tax
          treatment in accordance with the provisions of Section 102(b)(2) of
          the Ordinance.

     2.9  "CAUSE" means (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; (iv) any
          breach of the Participant's fiduciary duties or duties of care of the
          Company, including without limitation disclosure of confidential
          information of the Company; and (v) any conduct (other than conduct in
          good faith) reasonably determined by the Administrator to be
          materially detrimental to the Company.


                                       1
<PAGE>


     2.10 "COMMITTEE" means a committee appointed by the Board in accordance
          with Section 3, which shall consist of no fewer than two members of
          the Board.

     2.11 "COMPANY" means LanOptics Ltd., an Israeli company.

     2.12 "COMPANIES LAW" means the Israeli Companies Law 5759-1999 as in effect
          from time to time and any successor act or regulation, as in effect
          from time to time.

     2.13 "CONTROLLING SHAREHOLDER" shall have the meaning ascribed to such term
          in Section 32(9) of the Ordinance.

     2.14 "DATE OF GRANT" means, the date of grant of an Award, as determined by
          the Administrator and set forth in the Participant's Award Agreement.

     2.15 "ELECTION" shall have the meaning ascribed to such term in Section 5.3
          of the Plan.

     2.16 "EMPLOYEE" means a person who is employed by the Company or its
          Affiliates, including an individual who is serving as a director, but
          excluding any Controlling Shareholder in the Company or its
          Affiliates.

     2.17 "EXPIRATION DATE" means the date upon which an Award shall expire, as
          set forth in Section 10.2 of the Plan.

     2.18 "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.

     Without derogating from the above, solely for the purpose of determining
     the tax liability pursuant to Section 102(b)(3) of the Ordinance, if at the
     Date of Grant the Company's shares are listed on any established stock
     exchange or a national market system or if the Company's shares will be
     registered for trading within ninety (90) days following the Date of Grant,
     the Fair Market Value of a Share at the Date of Grant shall be determined
     in accordance with the average value of the Company's shares on the thirty
     (30) trading days preceding the Date of Grant or on the thirty (30) trading
     days following the date of registration for trading, as the case may be;

          (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;


                                       2
<PAGE>


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

     2.19 "ITA" means the Israeli Tax Authorities.

     2.20 "NON-EMPLOYEE" means (i) a person or entity that acts as a consultant,
          adviser or service provider to the Company or its Affiliates, provided
          that such person is not an Employee or a Controlling Shareholder, or
          (ii) any other person or entity that is not an Employee.

     2.21 "OPTION" means an option to purchase one or more Shares of the Company
          pursuant to the Plan.

     2.22 "ORDINANCE" means the Israeli Income Tax Ordinance (New Version),
          1961, as now in effect and as thereafter amended from time to time and
          the regulations, rules and orders of procedure promulgated thereunder
          from time to time.

     2.23 "ORDINARY INCOME AWARD" or "OIA" means an Approved 102 Award elected
          and designated by the Company to qualify under the ordinary income tax
          treatment in accordance with the provisions of Section 102(b)(1) of
          the Ordinance.

     2.24 "PARTICIPANT" means a person or entity that was granted an Award under
          the Plan.

     2.25 "PURCHASE PRICE" means the price for each Share subject to an Award.

     2.26 "RESTRICTED SHARE UNIT" means a unit granted pursuant to the Plan
          entitling the Participant to acquire one or more Shares of the Company
          in accordance with the terms of the Plan and the Award Agreement.

     2.27 "SHARE" means the ordinary shares, NIS 0.02 par value each, of the
          Company.

     2.28 "SECTION 102" means Section 102 of the Ordinance as now in effect and
          as thereafter amended from time to time and the regulations, rules and
          orders of procedure promulgated thereunder from time to time.

     2.29 "SECTION 102 AWARD" means any Award granted to an Employee pursuant to
          Section 102 of the Ordinance.

     2.30 "SECTION 102 PERIOD" shall have the meaning ascribed to such term in
          Section 6.1 of the Plan.

     2.31 "SECTION 3(I) AWARD" shall mean any Award granted pursuant to Section
          3(i) of the Ordinance to any person or entity that is a Non-Employee.

     2.32 "SUCCESSOR COMPANY" means any entity the Company is merged to or is
          acquired by, in which the Company is not the surviving entity.

     2.33 "TRANSACTION" means (i) spin-off, merger, consolidation, amalgamation,
          acquisition or reorganization of the Company with one or more other
          entities in which the Company is not the surviving entity, (ii) a sale
          of all or substantially all of the assets of the Company.


                                       3
<PAGE>


     2.34 "TRUSTEE" means any individual or entity designated by the Board to
          serve as a trustee and approved by the ITA, all in accordance with the
          provisions of Section 102.

     2.35 "UNAPPROVED 102 AWARD" means an Award granted pursuant to Section
          102(c) of the Ordinance and not held in trust by a Trustee.

     2.36 "VESTING DATES" means, as determined by the Administrator, the date as
          of which the Participant shall be entitled to exercise the Awards or
          part of the Awards, as set forth in Section 11 of the Plan.

3.   ADMINISTRATION OF THE PLAN

     The Plan shall be administered by (A) the Board or (B) a Committee, which
     Committee shall be constituted to satisfy applicable law and the Company's
     Articles of Association. 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.

     The Committee shall select one of its members as its 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 Awards under the
     Plan while serving on the Committee, unless otherwise specified herein.

     Subject to the provisions of the Plan, and in the case of a Committee,
     subject to the specific duties delegated by the Board to such Committee,
     the Administrator shall have full power and authority (i) to designate
     Participants; (ii) to determine the terms and provisions of respective
     Award Agreements (which need not be identical) including, but not limited
     to, the number of Shares in the Company to be covered by each Award,
     provisions concerning the time or times when and the extent to which the
     Awards 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 a Participant to exercise, in
     whole or in part, any previously granted Award; (iv) to determine the Fair
     Market Value of the Shares covered by each Award; (v) to make an election
     as to the type of Approved 102 Award; (vi) to designate the type of Award
     (vii) to amend and rescind any restrictions and conditions relating to the
     Plan and to any Awards or Shares subject to any Awards; (viii) to interpret
     the provisions and supervise the administration of the Plan; and (ix) to
     determine any other matter which is necessary or desirable for, or
     incidental to administration of the Plan.

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


                                       4
<PAGE>


     Subject to the Company's Articles of Association, all decisions and
     selections made by the Administrator pursuant to the provisions of the Plan
     shall be made by a majority of its members except that no member of the
     Administrator shall vote on, or be counted for quorum purposes, with
     respect to any proposed action of the Administrator relating to any Award
     to be granted to that member. Any decision reduced to writing shall be
     executed in accordance with the provisions of the Articles of Association.

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

     Subject to the Articles of Association and the Company's decision, and to
     all approvals legally required, including, but not limited to the
     provisions of the Companies Law, 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 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 Articles of Association, any
     agreement, any vote of shareholders or disinterested directors, insurance
     policy or otherwise.

4.   DESIGNATION OF PARTICIPANTS

     The persons eligible for participation in the Plan as Participants shall
     include any Employees and Non-Employees of the Company or of any Affiliate
     provided, however, that (i) Employees may only be granted Section 102
     Awards; (ii) Non-Employees may only be granted Section 3(i) Awards; and
     (iii) Controlling Shareholders may only be granted Section 3(i) Awards. The
     grant of an Award hereunder shall neither entitle the Participant to
     participate nor disqualify a Participant from participating in any other
     grant of Awards pursuant to this Plan or any other option or stock plan of
     the Company or any of its Affiliates.

     Anything in the Plan to the contrary notwithstanding, all grants of Options
     to directors and office holders ("NOSEI MISRA" - as such term is defined in
     the Companies Law) shall be authorized and implemented only in accordance
     with the provisions of the Companies Law.

5.   DESIGNATION OF AWARDS PURSUANT TO SECTION 102

     5.1  The Company may designate Awards granted to Employees pursuant to
          Section 102 as Unapproved 102 Awards or Approved 102 Awards.

     5.2  The grant of Approved 102 Awards shall be made under this Plan, and
          shall be conditioned upon the approval of this Plan by the ITA.

     5.3  Approved 102 Awards may either be classified as Capital Gain Awards
          ("CGA") or Ordinary Income Awards ("OIA").


                                       5
<PAGE>


     5.4  No Approved 102 Awards may be granted under this Plan to any eligible
          Employees until the Company's election of the type of Approved 102
          Awards as GCA or OIA granted to Employees (the "ELECTION") has been
          appropriately filed with the Israeli tax authorities. An Election
          shall remain in effect until the end of the subsequent year following
          the year during which an Employee was first granted Approved 102
          Awards after the Company's previous Election, if any. The Election
          shall obligate the Company during the period indicated in the
          preceding sentence to grant only the type of Approved 102 Awards it
          has elected, all in accordance with the provisions of Section 102(g)
          of the Ordinance. For the avoidance of doubt, such Election shall not
          prevent the Company, subject to the Administrator's decision from
          granting at all times Unapproved 102 Awards to Employees and Section
          3(i) Awards to Non-Employees.

     5.5  All Approved 102 Awards must be held in trust by a Trustee, as
          described in Section 6 below.

     5.6  For the avoidance of doubt, the designation of Unapproved 102 Awards
          and Approved 102 Awards shall be subject to the terms and conditions
          set forth in Section 102.

6.   TRUSTEE

     6.1  Approved 102 Awards which shall be granted under this Plan and/or any
          Share allocated or issued upon exercise of such Approved 102 Awards
          and/or other shares received subsequently following any realization of
          rights, including without limitation bonus shares, shall be issued to,
          and held by, the Trustee for the benefit of the Participants for such
          period of time as required by Section 102 (the "SECTION 102 PERIOD").
          In the case that the requirements for Approved 102 Awards are not met,
          then the Approved 102 Awards may be regarded as Unapproved 102 Awards,
          all in accordance with the provisions of Section 102.

     6.2  All of the rights attached to the Shares issued upon the exercise of
          Approved 102 Awards, including without limitation dividend in shares,
          shall be subject to the same tax treatment as the treatment to which
          such Approved 102 Awards are subject.

     6.3  Notwithstanding anything to the contrary, the Trustee shall not make
          any transaction or take any action with respect to Approved 102 Awards
          or any Shares allocated or issued upon exercise of Approved 102
          Awards, and will not transfer, assign, release, pledge or mortgage
          such Shares, other than by will or by operation of law, prior to the
          full payment of the Participant's tax liabilities arising from
          Approved 102 Awards which were granted to the Participant and/or any
          Shares allocated or issued upon exercise of such Awards. If such
          Awards or Shares have been transferred by will or by operation of law,
          the provisions of Section 102 will apply with respect to the heirs or
          the transferees of the Participant.

     6.4  Without derogating from the provisions of Section 14 below, with
          respect to any Approved 102 Award, subject to the provisions of
          Section 102, a Participant shall not sell or release from trust any
          Share received upon the exercise of an Approved 102 Award and/or any
          share received subsequently following any realization of rights,
          including without limitation, bonus shares, until the lapse of the
          Section 102 Period. Notwithstanding the above, if any such sale or
          release occurs during the Section 102 Period, the sanctions under
          Section 102 shall apply to, and shall be borne by, such Participant.


                                       6
<PAGE>


     6.5  Upon receipt of Approved 102 Award, the Participant undertakes to
          release the Trustee and the Company from any liability in respect of
          any action or decision duly taken and bona fide executed by the
          Trustee or the Company in relation with this Plan, or any Approved 102
          Award or Share granted or issued to the Participant hereunder.

7.   SHARES RESERVED FOR THE PLAN; RESTRICTION THEREON

     7.1  Subject to adjustments as set forth in Section 9 below, a total of
          270,000 Shares shall be reserved and authorized for the purpose of the
          Plan and other equity incentive plans which the Company may adopt from
          time to time. Any Shares which remain unissued and which are not
          subject to outstanding Awards at the termination of the Plan shall
          cease to be reserved for the purpose of the Plan, but until
          termination of the Plan the Company shall at all times reserve
          sufficient number of Shares to meet the requirements of the Plan.
          Should any Award for any reason expire or be canceled prior to its
          exercise or relinquishment in full, the Shares therefore subject to
          such Award may again be subjected to an Award under the Plan or under
          the Company's other equity incentive plans. Any Shares subject to
          Options shall be counted against the numerical limits of this Section
          7.1 as one Share for every Share subject thereto. Any Shares subject
          to Restricted Share Units with a per Share Purchase Price lower than
          100% of Fair Market Value on the Date of Grant shall be counted
          against the numerical limits of this Section 7.1 as three Shares for
          every one Share subject thereto. To the extent that a Share that was
          subject to a Restricted Share Unit that counted as three Shares
          against the Plan reserve pursuant to the preceding sentence is
          recycled back into the Plan in accordance with the second sentence of
          this Section 7.1, the Plan shall be credited with three Shares.

     7.2  Each Award granted pursuant to the Plan, shall be evidenced by a
          written Award Agreement between the Company and the Participant, in
          such form as the Administrator shall from time to time approve. Each
          Award Agreement shall state, among other matters, the number of Shares
          to which the Award relates, the type of Award granted thereunder
          (whether an Option or a Restricted Share Unit, and whether a CGA, OIA,
          Unapproved 102 Award or a Section 3(i) Award), the vesting dates, the
          Purchase Price per share, the Expiration Date and such other terms and
          conditions as the Administrator in its discretion may prescribe,
          provided that they are consistent with this Plan.

8.   PURCHASE PRICE

     8.1  The Purchase Price of each Share subject to an Award or any portion
          thereof shall be determined by the Administrator 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. Each
          Award Agreement shall contain the Purchase Price determined for each
          Participant.

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


                                       7
<PAGE>


9.   ADJUSTMENTS

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

     9.1  In the event of a Transaction, the unexercised Awards then outstanding
          under the Plan shall be assumed or substituted for the Shares subject
          to the unexercised portions of such outstanding Awards for an
          appropriate number of shares of each class of shares or other
          securities of the Successor Company (or a parent or subsidiary of the
          Successor Company) as were distributed to the shareholders of the
          Company in respect of the Transaction, and appropriate adjustments
          shall be made in the Purchase Price per share to reflect such action,
          and all other terms and conditions of the Award Agreements, such as
          the Vesting Dates, shall remain in force, all as will be determined by
          the Administrator, whose determination shall be final.

     9.2  Notwithstanding the above and subject to any applicable law, the
          Administrator shall have full power and authority to determine that in
          certain Award Agreements there shall be a clause instructing that, if
          in any such Transaction as described in section 9.1 above, the
          Successor Company (or parent or subsidiary of the Successor Company)
          does not agree to assume or substitute for the Awards, the Vesting
          Dates shall be accelerated so that any unvested Award or any portion
          thereof shall be immediately vested as of the date which is ten (10)
          days prior to the effective date of the Transaction.

     9.3  For the purposes of section 9.1 above, an Award shall be considered
          assumed or substituted if, following the Transaction, the Award
          confers the right to purchase or receive, for each Share underlying an
          Award immediately prior to the Transaction, the consideration (whether
          shares, options, cash, or other securities or property) received in
          the Transaction by holders of shares held on the effective date of the
          Transaction (and if such holders were offered a choice of
          consideration, the type of consideration chosen by the holders of a
          majority of the outstanding shares); provided, however, that if such
          consideration received in the Transaction is not solely ordinary
          shares (or their equivalent) of the Successor Company (or its parent
          or subsidiary), the Administrator may, with the consent of the
          Successor Company, provide for the consideration to be received upon
          the exercise of the Award to be solely ordinary shares (or their
          equivalent) of the Successor Company (or its parent or subsidiary)
          equal in Fair Market Value to the per Share consideration received by
          holders of a majority of the outstanding shares in the Transaction;
          and provided further that the Administrator may determine, in its
          discretion, that in lieu of such assumption or substitution of Awards
          for options or restricted share units, as applicable, of the Successor
          Company or its parent or subsidiary, such Awards will be substituted
          for any other type of asset or property including cash which is fair
          under the circumstances.

     9.4  If the Company is voluntarily liquidated or dissolved while
          unexercised Awards remain outstanding under the Plan, the Company
          shall immediately notify all unexercised Award holders of such
          liquidation, and the Award holders shall then have ten (10) days to
          exercise any unexercised Option held by them at that time, without
          regard to their Vesting Dates, in accordance with the exercise
          procedure set forth herein. Upon the expiration of such ten-day
          period, all remaining outstanding Awards will terminate immediately.


                                       8
<PAGE>


     9.5  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 Plan or subject
          to any Awards theretofore 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 shares. Upon occurrence of any of the foregoing, the class
          and aggregate number of Shares issuable pursuant to the Plan (as set
          forth in Section 7 hereof), in respect of which Awards have not yet
          been exercised, shall be appropriately adjusted, all as will be
          determined by the Administrator whose determination shall be final.

10.  TERM AND EXERCISE OF AWARDS

     10.1 Awards 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, if applicable, by the Trustee and conforming with Section
          102, which exercise shall be effective upon receipt of such notice by
          the Company at its principal office and payment of the Purchase Price.
          The notice shall specify the number of Shares with respect to which
          the Award is being exercised.

     10.2 Awards, to the extent not previously exercised, shall terminate
          forthwith upon the earlier of: (i) the date set forth in the Award
          Agreement, but no later than ten (10) years from the Date of Grant;
          and (ii) the expiration of any extended period in any of the events
          set forth in Section 10.5 below (the "EXPIRATION DATE").

     10.3 The Awards may be exercised by the Participant in whole at any time or
          in part from time to time, to the extent that the Awards become vested
          and excercisable, prior to the Expiration Date, and provided that,
          subject to the provisions of Section 10.5 below, the Participant is an
          employee of the Company or providing services to the Company, or any
          of its Affiliates, at all times during the period beginning with the
          granting of the Award and ending upon the date of exercise.

     10.4 Subject to the provisions of Section 10.5 below, in the event of
          termination of Participant's employment or services, with the Company
          or any of its Affiliates, all Awards granted to him will immediately
          terminate. A notice of termination of employment or service shall be
          deemed to constitute termination of employment or service. For the
          avoidance of doubt, in case of such termination of employment or
          service, the unvested portion of the Participant's Award shall not
          vest and shall not become exercisable.

     10.5 Notwithstanding anything to the contrary herein above and unless
          otherwise determined in the Participant's Award Agreement, an Award
          may be exercised after the date of termination of the Participant's
          employment or service with the Company or any of its Affiliates during
          an additional period of time beyond the date of such termination, but
          only with respect to the number of Awards already vested at the time
          of such termination according to the Vesting Dates of the Awards, if:


                                       9
<PAGE>


          (i)  prior to the date of such termination, the Administrator shall
               authorize an extension of the terms of all or part of the Awards
               beyond the date of such termination for a period not to exceed
               the period during which the Awards by their terms would otherwise
               have been exercisable;

          (ii) termination is without Cause, in which event any Awards still in
               force and unexpired may be exercised within a period of ninety
               (90) days from the date of such termination, but only with
               respect to the number of shares purchasable at the time of such
               termination, according to the Vesting Dates of the Awards; or

          (iii) termination is the result of death or disability of the
               Participant, in which event any Awards still in force and
               unexpired may be exercised within a period of twelve (12) months
               after the date of termination, but only with respect to the
               number of Awards already vested at the time of such termination
               according to the Vesting Dates of the Awards.

          For avoidance of any doubt, if termination of employment or service is
          for Cause, any outstanding unexercised Award (whether vested or
          non-vested), will immediately expire and terminate, and the
          Participant shall not have any right in connection to such outstanding
          Awards.

     10.6 The holders of Awards 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 Award, nor shall they be deemed to
          be a class of shareholders or creditors of the Company for purpose of
          the operation of sections 350 and 351 of the Companies Law or any
          successor to such section, until registration of the Participant as
          holder of such Shares in the Company's register of shareholders upon
          exercise of the Award in accordance with the provisions of the Plan,
          but in case of Awards and Shares held by the Trustee, subject to the
          provisions of Section 6 of the Plan.

     10.7 Any form of Award Agreement authorized by the Plan may contain such
          other provisions, as the Administrator may, from time to time, deem
          advisable.

11.  VESTING OF AWARDS

     Subject to provisions of this Plan, each Award shall vest following the
     Vesting Dates and for the number of Shares as shall be provided in the
     Award Agreement. However, no Award shall be exercisable after the
     Expiration Date.

     An Award may be subject to such other terms and conditions on the time or
     times when it may be exercised as the Administrator may deem appropriate.
     The vesting provisions of individual Award may vary.


                                       10
<PAGE>


12.  PURCHASE FOR INVESTMENT

     The Company's obligation to issue or allocate Shares upon exercise of an
     Award granted under the Plan is expressly conditioned upon (a) the
     Company's completion of any registration or other qualifications of such
     Shares under all applicable laws, rules and 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): (x) is purchasing such Shares for
     investment and not with any present intention of selling or otherwise
     disposing thereof; and (y) 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 any
     applicable laws

13.  DIVIDENDS

     With respect to all Shares (in contrary to unexercised Awards) issued upon
     the exercise of Awards purchased by the Participant and held by the
     Participant or the Trustee, as the case may be, the Participant shall be
     entitled to receive dividends distributed with respect to the Shares,
     subject to the Articles of Association and subject to any applicable
     taxation on distribution of dividends, and when applicable, subject to the
     provisions of Section 102.

14.  RESTRICTIONS ON ASSIGNABILITY AND SALE OF AWARDS

     No Award or any right with respect thereto, 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.

     Any such action made directly or indirectly, for an immediate validation or
     for a future one, shall be void.

     As long as the Shares are held by the Trustee on behalf of the Participant,
     all rights of the Participant over the Awards and Shares issued upon
     exercise thereof are personal, cannot be transferred, sold, assigned,
     pledged, hypothecated, disposed of or mortgaged, other than by will or laws
     of descent and distribution.


                                       11
<PAGE>


15.  TERM OF THE PLAN

     The Plan shall be effective as of the day it was adopted by the Board and
     shall terminate at the end of ten (10) years from such day of adoption.

     The Company shall obtain the approval of the Company's shareholders for the
     adoption of this Plan or for any amendment to this Plan, if shareholders'
     approval is necessary or desirable to comply with any applicable law
     including without limitation the US securities laws or the securities laws
     of other jurisdiction applicable to Awards granted to Participants under
     this Plan, or if shareholders' approval is required by any authority or by
     any governmental agencies or national securities exchanges including
     without limitation the US Securities and Exchange Commission.

16.  AMENDMENTS OR TERMINATION

     The Board may, at any time and from time to time, and when applicable,
     after consultation with the Trustee, amend, alter, suspend, discontinue or
     terminate the Plan. No amendment, alteration, suspension, discontinuance or
     termination of the Plan shall impair the rights of any Participant, unless
     mutually agreed otherwise between the Participant and the Company, which
     agreement must be in writing and signed by the Participant and the Company.
     Termination of the Plan shall not affect the Administrator's ability to
     exercise the powers granted to it hereunder with respect to Awards granted
     under the Plan prior to the date of such termination.

17.  GOVERNMENT REGULATIONS

     The Plan, and the granting and exercise of Awards hereunder, and the
     obligation of the Company to sell and deliver Shares or cash under such
     Awards, 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,
     as amended, and the Ordinance and to such approvals by any governmental
     agencies or national securities exchanges as may be required. Nothing
     herein shall be deemed to require the Company to register the Shares under
     the securities laws of any jurisdiction.

18.  CONTINUANCE OF EMPLOYMENT OR SERVICES

     Neither the Plan nor the Award Agreement with the Participant shall impose
     any obligation on the Company or an Affiliate thereof, to continue any
     Participant in its employ or service, and nothing in the Plan or in any
     Award granted pursuant thereto shall confer upon any Participant any right
     to continue in the employ or service of the Company or an Affiliate thereof
     or to restrict the right of the Company or an Affiliate thereof to
     terminate such employment or service at any time.

19.  GOVERNING LAW & JURISDICTION

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


                                       12
<PAGE>


20.  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 and/or, its Affiliates, the Trustee or the Participant),
     hereunder, shall be borne solely by the Participant. The Company and/or,
     its Affiliates 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 the Company and/or its Affiliates and/or 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.

     As a condition to the exercise of the Awards, release of the Shares by the
     Trustee (if applicable), sale or transfer of an Award or Share, the
     Participant shall make such arrangements as the Administrator may require
     for the satisfaction of any federal, state, local or foreign withholding
     tax and any other payment obligations that may arise in connection with
     such exercise, sale or transfer. The Participantshall also make such
     arrangements as the Administrator may require for the satisfaction of any
     federal, state, local or foreign withholding tax and any other payment
     obligations that may arise in connection with the disposition of Shares
     acquired by exercising an Award.

     In the event that Employee's employment with the Company or any Affiliate
     has ceased and such Employee was granted an Unapproved 102 Award, then as a
     condition to the exercise of the Unapproved 102 Awards under the terms of
     the Plan, such Employee shall be required to deposit with the Company
     and/or its Affiliate an amount of money or such security or guarantee which
     is necessary to discharge such Employee's tax obligations with respect to
     such Unapproved 102 Awards.

     The Company and/or, when applicable, the Trustee shall not be required to
     release any Share certificate to a Participant until all required payments
     have been fully made.

21.  NON-EXCLUSIVITY OF THE PLAN

     The adoption of the 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 equity incentive Awards otherwise then under
     the 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 or services
     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.


                                       13
<PAGE>


22.  MULTIPLE AGREEMENTS

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

23.  INTEGRATION OF SECTION 102

     With regards to Approved 102 Awards, the provisions of the Plan and the
     Award Agreement shall be subject to the provisions of Section 102, and the
     said provisions shall be deemed an integral part of the Plan and of the
     Award Agreement.


                                       14