<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>ex99_2.txt
<TEXT>
                                                                    EXHIBIT 99.2






                                  SUPERCOM LTD.



                       THE 2003 ISRAELI SHARE OPTION PLAN



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




<PAGE>

                                TABLE OF CONTENTS

1. PURPOSE OF THE ISOP...................................................3

2. DEFINITIONS...........................................................3

3. ADMINISTRATION OF THE ISOP............................................6

4. DESIGNATION OF PARTICIPANTS...........................................7

5. DESIGNATION OF OPTIONS PURSUANT TO SECTION 102 .......................7

6. TRUSTEE...............................................................8

7. SHARES RESERVED FOR THE ISOP..........................................9

8. PURCHASE PRICE........................................................9

9. ADJUSTMENTS..........................................................10

10. TERM AND EXERCISE OF OPTIONS........................................11

11. VESTING OF OPTIONS..................................................12

12. DIVIDENDS...........................................................13

13. RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS...................13

14. EFFECTIVE DATE AND DURATION OF THE ISOP.............................13

15. AMENDMENTS OR TERMINATION...........................................13

16. GOVERNMENT REGULATIONS..............................................14

17. CONTINUANCE OF EMPLOYMENT...........................................14

18. GOVERNING LAW & JURISDICTION........................................14

19. ARBITRATION.........................................................14

20. TAX CONSEQUENCES....................................................14

21. NON-EXCLUSIVITY OF THE ISOP.........................................15

22. MULTIPLE AGREEMENTS.................................................15



                                       2
<PAGE>



This plan, as amended from time to time, shall be known as Supercom Ltd 2003
Israeli Share Option Plan (the "ISOP").


1.    PURPOSE OF THE ISOP

      The ISOP is intended to provide an incentive to retain, in the employ of
      the Company and its Affiliates (as defined below), persons of training,
      experience, and ability, to attract new employees, directors, consultants,
      service providers and any other entity which the Board shall decide their
      services are considered valuable to the Company, 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 ISOP.

2.    DEFINITIONS

      For purposes of the ISOP and related documents, including the Option
      Agreement, the following definitions shall apply:

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

2.2   "APPROVED 102 OPTION" means an Option granted pursuant to Section 102(b)
      of the Ordinance and held in trust by a Trustee for the benefit of the
      Optionee.

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

2.4   "CAPITAL GAIN OPTION (CGO)" as defined in Section 5.4 below.

2.5   "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 chief executive officer, the Board or the Optionee's
      direct supervisor, 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
      Optionee'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 Board to be materially detrimental to the Company.

2.6   "CHAIRMAN" means the chairman of the Committee.

2.7   "COMMITTEE" means a share option compensation committee appointed by the
      Board, which shall consist of no fewer than two members of the Board.

2.8   "COMPANY" means Supercom Ltd, an Israeli company.

2.9   "COMPANIES LAW" means the Israeli Companies Law 5759-1999.

2.10  "CONTROLLING SHAREHOLDER" shall have the meaning ascribed to it in Section
      32(9) of the Ordinance.



                                       3
<PAGE>


2.11  "DATE OF GRANT" means, the date of grant of an Option, as determined by
      the Board and set forth in the Optionee's Option Agreement.

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

2.13  "EXPIRATION DATE" means the date upon which an Option shall expire, as set
      forth in Section 10.2 of the ISOP.

2.14  "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 Euronext, 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 Board 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;

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

2.15  "ISOP" means this 2003 Israeli Share Option Plan.

2.16  "ITA" means the Israeli Tax Authorities.

2.17  "NON-EMPLOYEE" means a consultant, adviser, service provider, Controlling
      Shareholder or any other person who is not an Employee.

2.18  "ORDINARY INCOME OPTION (OIO)" as defined in Section 5.5 below.

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



                                       4
<PAGE>

2.20  "102 OPTION" means any Option granted to Employees pursuant to Section 102
      of the Ordinance.

2.21  "3(I) OPTION" means an Option granted pursuant to Section 3(i) of the
      Ordinance to any person who is Non- Employee.

2.22  "OPTIONEE" means a person who receives or holds an Option under the ISOP.

2.23  "OPTION AGREEMENT" means the share option agreement between the Company
      and an Optionee that sets out the terms and conditions of an Option.

2.24  "ORDINANCE" means the 1961 Israeli Income Tax Ordinance [New Version] 1961
      as now in effect or as hereafter amended.

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

2.26  "SECTION 102" means section 102 of the Ordinance as now in effect or as
      hereafter amended.

2.27  "SHARE" means the ordinary shares, NIS 0.01 par value each, of the
      Company.

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

2.29  "TRANSACTION" means (i) merger, 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.

2.30  "TRUSTEE" means any individual appointed by the Company to serve as a
      trustee and approved by the ITA, all in accordance with the provisions of
      Section 102(a) of the Ordinance.

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

2.32  "VESTED OPTION" means any Option, which has already been vested according
      to the Vesting Dates.

2.33  "VESTING DATES" means, as determined by the Board or by the Committee, the
      date as of which the Optionee shall be entitled to exercise the Options or
      part of the Options, as set forth in section 11 of the ISOP.



                                       5
<PAGE>

3.    ADMINISTRATION OF THE ISOP

      3.1   The Board shall have the power to administer the ISOP either
            directly or upon the recommendation of the Committee, all as
            provided by applicable law and in the Company's Articles of
            Association. Notwithstanding the above, the Board shall
            automatically have residual authority if no Committee shall be
            constituted or if such Committee shall cease to operate for any
            reason.

      3.2   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.

      3.3   The Committee shall have the power to recommend to the Board and the
            Board shall have the full power and authority to: (i) designate
            participants; (ii) determine the terms and provisions of the
            respective Option Agreements, including, but not limited to, the
            number of Options to be granted to each Optionee, the number of
            Shares to be covered by each Option, provisions concerning the time
            and the extent to which the Options may be exercised and the nature
            and duration of restrictions as to the transferability or
            restrictions constituting substantial risk of forfeiture and to
            cancel or suspend awards, as necessary; (iii) determine the Fair
            Market Value of the Shares covered by each Option; (iv) make an
            election as to the type of 102 Approved Option; and (v) designate
            the type of Options.

            The Committee shall have full power and authority to :(i) alter any
            restrictions and conditions of any Options or Shares subject to any
            Options (ii) interpret the provisions and supervise the
            administration of the ISOP; (iii) accelerate the right of an
            Optionee to exercise in whole or in part, any previously granted
            Option; (iv) determine the Purchase Price of the Option; (v)
            prescribe, amend and rescind rules and regulations relating to the
            ISOP; and (vi) make all other determinations deemed necessary or
            advisable for the administration of the ISOP.

      3.4   Notwithstanding the above, the Committee shall not be entitled to
            grant Options to the Optionees, however, it will be authorized to
            issue Shares underlying Options which have been granted by the Board
            and duly exercised pursuant to the provisions herein in accordance
            with section 112(a)(5) of the Companies Law.

      3.5   The Board shall have the authority to grant, at 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 of the
            original Option so surrendered and canceled and containing such
            other terms and conditions as the Committee may prescribe in
            accordance with the provisions of the ISOP.



                                       6
<PAGE>

      3.6   Subject to the Company's Articles of Association, all decisions and
            selections made by the Board or the Committee pursuant to the
            provisions of the ISOP 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 shall be
            executed in accordance with the provisions of the Company's Articles
            of Association, as the same may be in effect from time to time.

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

      3.8   Subject to the Company's 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 ISOP 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 Articles of Association,
            any agreement, any vote of shareholders or disinterested directors,
            insurance policy or otherwise.

4.    DESIGNATION OF PARTICIPANTS

      4.1   The persons eligible for participation in the ISOP as Optionees
            shall include any Employees and/or Non-Employees of the Company or
            of any Affiliate; provided, however, that (i) Employees may only be
            granted 102 Options; (ii) Non-Employees may only be granted 3(i)
            Options; and (iii) Controlling Shareholders may only be granted 3(i)
            Options.

      4.2   The grant of an Option hereunder shall neither entitle the Optionee
            to participate nor disqualify the Optionee from participating in,
            any other grant of Options pursuant to the ISOP or any other option
            or share plan of the Company or any of its Affiliates.

      4.3   Anything in the ISOP to the contrary notwithstanding, all grants of
            Options to directors and office holders shall be authorized and
            implemented in accordance with the provisions of the Companies Law
            or any successor act or regulation, as in effect from time to time.

5.    DESIGNATION OF OPTIONS PURSUANT TO SECTION 102

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

      5.2   The grant of Approved 102 Options shall be made under this ISOP
            adopted by the Board as described in Section 15 below, and shall be
            conditioned upon the approval of this ISOP by the ITA.



                                       7
<PAGE>

      5.3   Approved 102 Option may either be classified as Capital Gain Option
            ("CGO") or Ordinary Income Option ("OIO").

      5.4   Approved 102 Option elected and designated by the Company to qualify
            under the capital gain tax treatment in accordance with the
            provisions of Section 102(b)(2) shall be referred to herein as CGO.

      5.5   Approved 102 Option elected and designated by the Company to qualify
            under the ordinary income tax treatment in accordance with the
            provisions of Section 102(b)(1) shall be referred to herein as OIO.

      5.6   The Company's election of the type of Approved 102 Options as CGO or
            OIO granted to Employees (the "ELECTION"), shall be appropriately
            filed with the ITA before the Date of Grant of an Approved 102
            Option. Such Election shall become effective beginning the first
            Date of Grant of an Approved 102 Option under this ISOP and shall
            remain in effect until the end of the year following the year during
            which the Company first granted Approved 102 Options. The Election
            shall obligate the Company to grant only the type of Approved 102
            Option it has elected, and shall apply to all Optionees who were
            granted Approved 102 Options during the period indicated herein, 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 from granting Unapproved 102 Options
            simultaneously.

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

      5.8   For the avoidance of doubt, the designation of Unapproved 102
            Options and Approved 102 Options shall be subject to the terms and
            conditions set forth in Section 102 of the Ordinance and the
            regulations promulgated thereunder.

      5.9   With regards to Approved 102 Options, the provisions of the ISOP
            and/or the Option Agreement shall be subject to the provisions of
            Section 102 and the Tax Assessing Officer's permit, and the said
            provisions and permit shall be deemed an integral part of the ISOP
            and of the Option Agreement. Any provision of Section 102 and/or the
            said permit which is necessary in order to receive and/or to keep
            any tax benefit pursuant to Section 102, which is not expressly
            specified in the ISOP or the Option Agreement, shall be considered
            binding upon the Company and the Optionees.

6.    TRUSTEE

      6.1   Approved 102 Options which shall be granted under the ISOP and/or
            any Shares allocated or issued upon exercise of such Approved 102
            Options and/or other shares received subsequently following any
            realization of rights, including without limitation bonus shares,
            shall be allocated or issued to the Trustee and held for the benefit
            of the Optionees for such period of time as required by Section 102
            or any regulations, rules or orders or procedures promulgated
            thereunder (the "HOLDING PERIOD"). In the case the requirements for
            Approved 102 Options are not met, then the Approved 102 Options
            shall be treated as Unapproved 102 Options, all in accordance with
            the provisions of Section 102 and regulations promulgated
            thereunder.



                                       8
<PAGE>

      6.2   Notwithstanding anything to the contrary, the Trustee shall not
            release any Shares allocated or issued upon exercise of Approved 102
            Options prior to the full payment of the Optionee's tax liabilities
            arising from Approved 102 Options which were granted to him and/or
            any Shares allocated or issued upon exercise of such Options.

      6.3   With respect to any Approved 102 Option, subject to the provisions
            of Section 102 and any rules or regulation or orders or procedures
            promulgated thereunder, an Optionee shall not be sell or release
            from trust any Share received upon the exercise of an Approved 102
            Option and/or any share received subsequently following any
            realization of rights, including without limitation, bonus shares,
            until the lapse of the Holding Period required under Section 102 of
            the Ordinance. Notwithstanding the above, if any such sale or
            release occurs during the Holding Period, the sanctions under
            Section 102 of the Ordinance and under any rules or regulation or
            orders or procedures promulgated thereunder shall apply to and shall
            be borne by such Optionee.


      6.4   Upon receipt of Approved 102 Option, the Optionee 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 ISOP, or any Approved 102 Option or Share granted to him
            thereunder.

7.    SHARES RESERVED FOR THE ISOP; RESTRICTION THEREON

      7.1   The Company has reserved 1,000,000 (one million) authorized but
            unissued Shares, for the purposes of the ISOP and for the purposes
            of any other share option plans which may be adopted by the Company
            in the future, subject to adjustment as set forth in Section 9
            below. Any Shares which remain unissued and which are not subject to
            the outstanding Options at the termination of the ISOP shall cease
            to be reserved for the purpose of the ISOP, but until termination of
            the ISOP the Company shall at all times reserve sufficient number of
            Shares to meet the requirements of the ISOP. Should any Option for
            any reason expire or be canceled prior to its exercise or
            relinquishment in full, the Shares subject to such Option may again
            be subjected to an Option under the ISOP or under the Company's
            other share option plans.

      7.2   Each Option granted pursuant to the ISOP, shall be evidenced by a
            written Option Agreement between the Company and the Optionee, in
            such form as the Board or the Committee shall from time to time
            approve. Each Option Agreement shall state, among other matters, the
            number of Shares to which the Option relates, the type of Option
            granted thereunder (whether a CGO, OIO, Unapproved 102 Option or a
            3(i) Option), the Vesting Dates, the Purchase Price per share, the
            Expiration Date and such other terms and conditions as the Committee
            or the Board in its discretion may prescribe, provided that they are
            consistent with this ISOP.

8.    PURCHASE  PRICE

      8.1   The Purchase Price of each Share subject to an Option 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. Each Option Agreement
            will contain the Purchase Price determined for each Optionee.



                                       9
<PAGE>


      8.2   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.

      8.3   The Purchase Price shall be denominated in the currency of the
            primary economic environment of, either the Company or the Optionee
            (that is the functional currency of the Company or the currency in
            which the Optionee is paid) as determined by the Company.

9.    ADJUSTMENTS

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

      9.1   In the event of Transaction, the unexercised Options then
            outstanding under the ISOP shall be assumed or substituted 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 connection and with respect to the Transaction. In
            the case of such assumption and/or substitution of Options,
            appropriate adjustments shall be made to the Purchase Price so as to
            reflect such action and all other terms and conditions of the Option
            Agreements shall remain unchanged, including but not limited to the
            vesting schedule, all subject to the determination of the Committee
            or the Board, which determination shall be in their sole discretion
            and final. The Company shall notify the Optionee of the Transaction
            in such form and method as it deems applicable at least ten (10)
            days prior to the effective date of such Transaction.

      9.2   Notwithstanding the above and subject to any applicable law, the
            Board or the Committee shall have full power and authority to
            determine that in certain Option 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
            Options, the Vesting Dates shall be accelerated so that any unvested
            Option 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 Option shall be considered
            assumed or substituted if, following the Transaction, the Option
            confers the right to purchase or receive, for each Share underlying
            an Option 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 Committee may, with the consent of the
            Successor Company, provide for the consideration to be received upon
            the exercise of the Option 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 Committee may determine,
            in its discretion, that in lieu of such assumption or substitution
            of Options for options of the Successor Company or its parent or
            subsidiary, such Options will be substituted for any other type of
            asset or property including cash which is fair under the
            circumstances.



                                       10
<PAGE>

      9.4   If the Company is voluntarily liquidated or dissolved while
            unexercised Options remain outstanding under the ISOP, the Company
            shall immediately notify all unexercised Option holders of such
            liquidation, and the Option holders shall then have ten (10) days to
            exercise any unexercised Vested Option held by them at that time, in
            accordance with the exercise procedure set forth herein. Upon the
            expiration of such ten-days period, all remaining outstanding
            Options will terminate immediately.

      9.5   If the outstanding shares of the Company shall at any time be
            changed or exchanged by declaration of a share dividend (bonus
            shares), 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
            the Shares subject to the ISOP 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
            shares. Upon happening of any of the foregoing, the class and
            aggregate number of Shares issuable pursuant to the ISOP (as set
            forth in Section 7 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.

10.   TERM AND EXERCISE OF OPTIONS

      10.1  Options shall be exercised by the Optionee by giving written notice
            to the Company and/or to any third party designated by the Company
            (the "REPRESENTATIVE"), in such form and method as may be determined
            by the Company and when applicable, by the Trustee in accordance
            with the requirements of Section 102, which exercise shall be
            effective upon receipt of such notice by the Company and/or the
            Representative and the payment of the Purchase Price at the
            Company's or the Representative's principal office. The notice shall
            specify the number of Shares with respect to which the Option is
            being exercised.

      10.2  Options, to the extent not previously exercised, shall terminate
            forthwith upon the earlier of: (i) the date set forth in the Option
            Agreement; and (ii) the expiration of any extended period in any of
            the events set forth in section 10.5 below.

      10.3  The Options may be exercised by the Optionee in whole at any time or
            in part from time to time, to the extent that the Options become
            vested and exercisable, prior to the Expiration Date, and provided
            that, subject to the provisions of section 10.5 below, the Optionee
            is employed by or providing services to the Company or any of its
            Affiliates, 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 10.5 below, in the event of
            termination of Optionee's employment or services, with the Company
            or any of its Affiliates, all Options granted to such Optionee will
            immediately expire. 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 Optionee's Option
            shall not vest and shall not become exercisable.



                                       11
<PAGE>

      10.5  Notwithstanding anything to the contrary hereinabove and unless
            otherwise determined in the Optionee's Option Agreement, an Option
            may be exercised after the date of termination of Optionee's
            employment or service with the Company or any Affiliates during an
            additional period of time beyond the date of such termination, but
            only with respect to the number of Vested Options at the time of
            such termination according to the Vesting Dates, if:

            (i)   termination is without Cause, in which event any Vested Option
                  still in force and unexpired may be exercised within a period
                  of ninety (90) days after the date of such termination; or-

            (ii)  termination is the result of death or disability of the
                  Optionee, in which event any Vested Option still in force and
                  unexpired may be exercised within a period of three (3) months
                  after the date of such termination; or -

            (iii) prior to the date of such termination, the Committee shall
                  authorize an extension of the terms of all or part of the
                  Vested Options beyond the date of such termination for a
                  period not to exceed the period during which the Options by
                  their terms would otherwise have been exercisable.

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

      10.6  To avoid doubt, the Optionees 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 Option, 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
            Optionee as holder of such Shares in the Company's register of
            shareholders upon exercise of the Option in accordance with the
            provisions of the ISOP, but in case of Options and Shares held by
            the Trustee, subject to the provisions of Section 6 of the ISOP.

      10.7  Any form of Option Agreement authorized by the ISOP may contain such
            other provisions as the Committee may, from time to time, deem
            advisable.

      10.8  With respect to Unapproved 102 Option, if the Optionee ceases to be
            employed by the Company or any Affiliate, the Optionee shall extend
            to the Company and/or its Affiliate a security or guarantee for the
            payment of tax due at the time of sale of Shares, all in accordance
            with the provisions of Section 102 and the rules, regulation or
            orders promulgated thereunder.

11.   VESTING OF OPTIONS

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



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

12.   DIVIDENDS

      With respect to all Shares (but excluding, for avoidance of any doubt, any
      unexercised Options) allocated or issued upon the exercise of Options
      purchased by the Optionee and held by the Optionee or by the Trustee, as
      the case may be, the Optionee shall be entitled to receive dividends in
      accordance with the quantity of such Shares, subject to the provisions of
      the Company's Articles of Association (and all amendments thereto) and
      subject to any applicable taxation on distribution of dividends, and when
      applicable subject to the provisions of Section 102 and the rules,
      regulations or orders promulgated thereunder.

13.   RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS

      13.1  No Option 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 it given to any
            third party whatsoever, except as specifically allowed under the
            ISOP, and during the lifetime of the Optionee each and all of such
            Optionee's rights to purchase Shares hereunder shall be exercisable
            only by the Optionee.

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

      13.2  As long as Options and/or Shares are held by the Trustee on behalf
            of the Optionee, all rights of the Optionee over the Shares are
            personal, can not be transferred, assigned, pledged or mortgaged,
            other than by will or pursuant to the laws of descent and
            distribution.

14.   EFFECTIVE DATE AND DURATION OF THE ISOP

      The ISOP 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 ISOP or for any amendment to this ISOP, if
      shareholders' approval is necessary or desirable to comply with any
      applicable law including without limitation the US securities law or the
      securities laws of other jurisdiction applicable to Options granted to
      Optionees under this ISOP, 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.



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15.   AMENDMENTS OR TERMINATION

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

16.   GOVERNMENT REGULATIONS

      The ISOP, and 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 State of Belgium or of the United States
      or any other State having jurisdiction over the Company and the Optionee,
      including the registration of the Shares under the securities act of
      Belgium and/or the United States Securities Act of 1933, 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.

17.   CONTINUANCE OF EMPLOYMENT OR HIRED SERVICES

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

18.   GOVERNING LAW & JURISDICTION

      The ISOP 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 ISOP.

19.   ARBITRATION

      Any dispute in relation with this ISOP and the exercise of rights
      thereunder, shall be brought to arbitration of the legal counsel to the
      Company ("THE ARBITRATOR"), who shall decide on such dispute in accordance
      with the provisions of the Arbitration Law - 1968 and its supplement. The
      decision of the Arbitrator shall be final and shall bind the Company and
      the Optionee.

20.   TAX CONSEQUENCES

      20.1  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 Optionee), hereunder, shall be borne solely by the
            Optionee. 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 Optionee 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 Optionee.



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

21.   NON-EXCLUSIVITY OF THE ISOP

      The adoption of the ISOP 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 Options otherwise than under the ISOP, and
      such arrangements may be either applicable generally or only in specific
      cases.

      For the avoidance of doubt, prior grant of options to Optionees 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.

22.   MULTIPLE AGREEMENTS

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



                                      * * *


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