SuperCom Ltd. (Form: S-8, Received: 12/14/2004 11:10:47)

As filed with the Securities and Exchange Commission on December 14, 2004

Registration No. 333 -

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

under the

SECURITIES ACT OF 1933

SUPERCOM LTD.

( Exact Name of Registrant as Specified in Its Charter)

Israel	NOT APPLICABLE
( State or Other Jurisdiction of Incorporation or Organization )	( I.R.S. Employer Identification No. )

SuperCom Ltd.

Millennium Bldg.

3 Tidhar St., P.O.B. 2094

Raanana 43665 Israel

(011) 9-7750800

( Address, Including Zip Code, of Principal Executive Offices )

SUPERCOM LTD. 2003 ISRAELI SHARE OPTION PLAN

SUPERCOM LTD. 1998 AMENDED AND RESTATED SHARE OPTION PLAN

(Full Titles of the Plans)

SuperCom, Inc.

245 5th Avenue, Suite 2103

New York, New York 10016

(212) 554-4002

( Name, Address and Telephone Number, Including Area Code, of Agent For Service )

With copies to:

Kenneth R. Koch, Esq.

Mintz, Levin, Cohn, Ferris,

Glovsky and Popeo, P.C.

666 Third Avenue

New York, New York 10017

(212) 935-3000

CALCULATION OF REGISTRATION FEE

Title of S ecurities to be Registered	Amount to be Registered (1)			Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Ordinary Shares, par value NIS .01 per share		400,000 shares	(7)	$	0.85			340,000	$	40
Ordinary Shares, par value NIS .01 per share		1,000,000 shares	(2)	$	2.50(3	)	$	2,500,000	$	294
Ordinary Shares, par value NIS .01 per share		3,094,315 shares	(4)	$	0.98(5	)	$	3,032,429	$	357
Ordinary Shares, par value NIS .01 per share		643,595 shares	(6)	$	0.65(5	)	$	415,835	$	49

(1) Plus such indeterminate number of ordinary shares as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended.

(2) Represents the registration of 1,000,000 ordinary shares of SuperCom issuable upon exercise of options reserved for grant under the 2003 Israeli Share Option Plan (“2003 Share Option Plan”).

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the bid and ask prices of the ordinary shares of SuperCom as quoted on the Over-the-Counter Bulletin Board on December 10, 2004.

(4) Represents the registration of 3,094,315 ordinary shares of SuperCom issued or issuable upon exercise of options granted under the 2003 Share Option Plan with a weighted average exercise price per share of $0.98.

(5) Calculated based on the weighted average exercise price of the options pursuant to Rule 457(c) under the Securities Act of 1933, as amended.

(6) Represents the registration of 643,595 ordinary shares of SuperCom issued or issuable upon exercise of options granted under the 1998 Amended and Restated Share Option Plan (“1999 Share Option Plan”) with a weighted average exercise price per share of $0.65.

(7) Represents the registration of 400,000 ordinary shares of SuperCom issuable upon exercise of options to officers under the 2003 Share Option Plan with an exercise price per share of $ 0.85. The grant of such options is subject to the approval of SuperCom’s shareholders at a shareholders meeting as required under Israeli law.

EXPLANATORY NOTE

In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”), the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Ordinary Shares pursuant to the 1999 Share Option Plan and 2003 Share Option Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference .

The following documents filed by the Registrant with the Commission are incorporated herein by reference:

(a) Our Registration Statement on Form 20-F under the Exchange Act filed on July 29, 2004, as amended on September 2, 2004 and September 9, 2004.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since September 14, 2004.

(c) The description of the Ordinary Shares contained in the Registrant’s Registration Statement on Form 20-F filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All other documents or reports filed by the Registant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, including all annual reports on Form 20-F and any Form 6-K which the Registrant files with the Commission wherein such Form 6-K is expressly incorporated by reference into this prospectus, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents.

Item 4. Description of Securities .

Not applicable.

Item 5. Interests of Named Experts and Counsel .

Not applicable.

Item 6. Indemnification of Directors and Officers .

Incorporated by reference from the Registrant’s Registration Statement on Form F-1, No. 333-120159.

Item 7. Exemption from Registration Claimed .

Not applicable.

Item 8. Exhibits .

(4.1)

Memorandum of Association of Registrant (incorporated by reference to Exhibit 1.1 to the Registrant's Registration Statement on Form 20-F filed with the Securities Exchange Commission on July 29, 2004)

(4.2)

Articles of Association of Registrant, as amended (English translation) (incorporated by reference to Exhibits 1.2 and 1.3 to the Registrant's Registration Statement on Form 20-F filed with the Securities Exchange Commission on July 29, 2004).

(4.3)

Form of Certificate representing Ordinary Shares (incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form 20-F filed with the Securities Exchange Commission on July 29, 2004 ).


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(5)

Opinion of Yossi Avraham & Co. regarding the legality of the Ordinary Shares being registered.

(23.1)

Consent of Yossi Avraham & Co. (included in Exhibit 5).

(23.2)

Consent of Kost, Forer, Gabbay & Kasierer, a Member of Ernst & Young Global, independent public accountants.

(23.3)

Consent of BDO McCabe Lo & Company, independent public accountants.

(24)

Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement.)

(99.1)

1999 Share Option Plan

(99.2)

2003 Share Option Plan.

Item 9. Undertakings .

(a)	The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


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(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Raanana, Israel on December 13, 2004.

SUPERCOM LTD.

By /s/ Eli Rozen______ ________

Eli Rozen

Chairman

By /s/ Avi Schechter___________

Avi Schechter

President

Each person whose signature appears below constitutes and appoints Avi Schechter and Eyal Tuchman, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of SuperCom Ltd., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title(s)	Date

/s/ Avi Schechter Avi Schechter	Chief Executive Officer and President (principal executive officer)	December 13, 2004

/s/ Eyal Tuchman Eyal Tuchman	Vice President and Chief Financial Officer (principal financial and accounting officer)	December 13, 2004

/s/ Eli Rozen Eli Rozen	Chairman of the Board	December 13, 2004

/s/ Avi Landman Avi Landman	Director	December 13, 2004

/s/ Menachem Meron Menachem Meron	Director	December 13, 2004

/s/ Avi Elkind Avi Elkind	Director	December 13, 2004

/s/ Michal Brikman Michal Brikman	Director	December 13, 2004


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SUPERCOM LTD.

INDEX TO EXHIBITS FILED WITH

FORM S-8 REGISTRATION STATEMENT

Exhibit
Number	Description

(5)

Opinion of Yossi Avraham & Co.

(23.1)

Consent of Yossi Avraham & Co. (included in Exhibit 5).

(23.2)

Consent of Kost, Forer, Gabbay & Kasierer, a Member of Ernst & Young Global, independent public accountants.

(23.3)

Consent of BDO McCabe Lo & Company, independent public accountants.

(24)

Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement.)

(99.1)

1999 Share Option Plan

(99.2)

2003 Share Option Plan.


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Exhibit 5

December 13, 2004

SUPERCOM LTD.
Millennium Bldg.
3 Tidhar St., P.O.B. 2094
Raanana 43665
Israel

Ladies and Gentlemen:

We are acting as the Israeli counsel for SuperCom Ltd., an Israeli company (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 5,137,910 Ordinary Shares, par value NIS 0.01 per share, of the Company under the 2003 Israeli Share Option Plan (the "2003 Plan") and the 1998 Amended and Restated Share Option Plan (the "1999 Plan").

In rendering our opinion, we have examined, and have relied as to factual matters upon, originals and copies, certificates, other statements of corporate officers and other representatives of the Company, and otherwise identified to our satisfaction, of such documents, corporate records or other instruments as we have deemed necessary or appropriate for the purposes of this opinion. In our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents. In making our examination of documents executed by parties other than the Company, we have assumed that such parties had the power, corporate and other, to enter into and perform all obligations thereunder and also assumed the due authorization by all requisite action, corporate and other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. We have, when relevant facts material to our opinion were not independently established or verified by us, relied to the extent we deemed such reliance proper upon written or oral statements of officers and other representatives of the Company.

In giving the opinion expressed herein, no opinion is expressed as to the laws of any jurisdiction other than the State of Israel.

Based upon and subject to the foregoing, we are of the opinion that the ordinary shares of the Company issued or proposed to be issued pursuant to the terms of the 2003 Plan and the 1999 Plan, and the terms of any other agreements relating to such issuance, will be upon receipt of the consideration provided for in the 2003 Plan or the 1999 Plan, validly issued, fully paid and nonassessable upon the issuance of such shares in accordance with the terms therein.

This opinion is intended solely for the benefit and use of the Company and other persons who are entitled to rely on the Registration Statement, and is not to be used, released, quoted, or relied upon by anyone else for any purpose (other than as required by law), without our prior written consent.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement.

Very truly yours,

/s/ Yossi Avraham & Co.

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Employees' Savings Plan of "SUPERCOM LTD." of our report dated March 22, 2004, with respect to the consolidated financial statements of "SUPERCOM LTD." included in its Annual Report (Form 20-F) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

                                         /s/ Kost, Forer, Gabbay & Kassierer
                                         ------------------------------------
                                         Kost, Forer, Gabbay & Kassierer
                                         A Member of Ernst & Young Global

Tel-Aviv, Israel
December 13, 2004

Exhibit 23.3

[Letterhead OF BDO McCabe Lo & Company]

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in the Registration Statement of SuperCom Limited on Form S-8 of our report dated February 10, 2004 relating to the consolidated financial statements of SuperCom Asia Pacific Limited for the year ended December 31, 2003 that is contained in that Registration Statement.

BDO MCCABE LO & COMPANY
Hong Kong

December 13, 2004

Exhibit 99.1

SUPERCOM LTD.

THE 1998
AMENDED AND RESTATED
SHARE OPTION PLAN

SUPERCOM LTD.

THE AMENDED AND RESTATED 1998
SHARE OPTION PLAN

1. NAME

This Plan, as amended from time to time, shall be known as the Supercom Ltd. Amended and restated 1998 Share Option Plan ("THE OPTION PLAN").

2. PURPOSE OF THE OPTION PLAN

The Option Plan is intended to provide an incentive to retain, in the employ of Supercom Ltd. ("THE COMPANY") and its Subsidiaries, persons of training, experience, and ability, to attract new employees, directors, consultants service providers and advisors, 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 (as defined below) 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 referred to as "OPTIONS".

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

3. ADMINISTRATION OF THE OPTION PLAN

The Board shall have the power to administer the Option Plan either directly or upon the recommendations of a share optioned advisory 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.

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 (the "OPTIONEES"); (ii) to determine the terms and provisions of any respective Option Agreements (which need not be identical) including, but not limited to, the number of shares (as defined below) 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 a substantial risk of forfeiture; (iii) to accelerate the right of an Optionee to exercise, in whole or in part, any previously granted Option; (iv) to alter any restrictions and conditions of any Options or the Shares subject to any Options (v) to interpret the provisions and supervise the administration of the Option Plan; (vi) to designate Options as, 102 Options or 3(I) Options as the Committee deems appropriate, provide that 102 Options may only be granted to employees; and (vii) to determine any other matter which is necessary or desirable for, or incidental to administration of the Option Plan.

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 hereof all in accordance with section 112(a)(5) of the Israeli Companies Law.

Subject to the approval of the holder of an outstanding Option, the Board shall have the authority to grant, in its discretion, to the holder of such 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 Option Price provided in the Option so surrendered and canceled, and containing such other terms and conditions as the Board may prescribe in accordance with the provisions of the Option Plan.

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

The interpretation and construction by the Committee of any provision of the Option Plan or of any Option there under shall be final and conclusive.

No member of the Board of Directors or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Options granted there under. Subject to the provisions of applicable 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 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 Certificate of Incorporation, 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 Option Plan as recipients of Options shall include any employees, directors, consultants, service providers and advisors of the Company or of any Subsidiary. Options pursuant to Section 102 may be granted to employees only. The grant of an Option hereunder shall neither entitle the Optionee 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.

4.2 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, 1999- the "Companies Law ") 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. TRUSTEE

5.1 GRANTS MADE UNDER SECTION 102. Options which shall be granted pursuant to
Section 102 and/or any Shares issued upon exercise of such 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 Optionees. 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.

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

(b) Upon receipt of the 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 Option Plan, or any Option or Share granted to him there under.

5.2 GRANTS MADE UNDER SECTION 3(I). The Committee may choose to deposit the Options granted pursuant to Section 3(I) of the Israeli Tax Ordinance with a trustee. In such event, the trustee shall hold such Option in trust, until exercised by the Optionee, pursuant to the Company's instructions from time to time. If determined by the Committee, the trustee shall be responsible for withholding any taxes to which an Optionee may become liable upon the exercise of Options.

6. SHARES RESERVED FOR THE OPTION PLAN; RESTRICTION THEREON

Subject to adjustments as set forth in Section 8 below, a total of 1,000,000 Ordinary Shares, of NIS 0.01 n.v. ("THE SHARES") shall be subject to the Option Plan. The Shares subject to the Option Plan are hereby reserved for such purpose in the authorized share capital of the Company and may only be issued in terms hereof. Any of such Shares which may remain unissued and which 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, but until termination of the Option Plan the Company shall at all times reserve sufficient number of Shares to meet the requirements 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.

7. OPTION PRICE

7.1 The purchase price of each Share subject to an Option 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.

7.2 The Option 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, Optionee's rights to purchase Shares under the Option Plan shall be adjusted as hereafter provided:

8.1 If the Company is separated, reorganized, merged, consolidated or amalgamated with or into another corporation while unexercised Options remain outstanding under the Option Plan, then each Unexercised Option shall be assumed or there shall be substituted for the Shares subject to the unexercised portions of such outstanding Options an appropriate number of shares of each class of shares or other securities of the separated, reorganized, merged, consolidated or amalgamated corporation which were distributed to the shareholders of the Company in respect of such shares, and appropriate adjustments shall be made in the purchase price per share to reflect such action. Notwithstanding the above and subject to any applicable law, ,., and unless the Board or the Committee determines otherwise with respect to certain Option Agreements, there shall be a clause in each Option Agreement instructing that if in any such transaction as described above, the successor company (or parent or subsidiary of the successor company) does not agree to assume or substitute for the Options, all Unexercised Options shall expire as of the date of such transaction.

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 Optionees as of the effective date of any such liquidation or dissolution of the Company without regard to the installment exercise provisions of Paragraph 9(2), by the Optionees giving notice in writing to the Company of their intention to so exercise.

8.3 If the outstanding shares of the Company shall at anytime be changed or exchanged by declaration of a stock dividend, 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 this Option Plan or subject to any Options therefore granted, and the Option prices, shall be appropriately and equitably adjusted so as to maintain the proportionate number of Shares without changing the aggregate Option price, provided, however, that no adjustment shall be made by reason of the distribution of subscription rights 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 who's determination shall be final.

9. TERM AND EXERCISE OF OPTIONS

9.1 Options shall be exercised by the Optionee by giving written or electronic notice and payment of the Option Price to the Company, in such form and method as may be determined by the Company 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.

9.2 Each Option granted under this 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 Optionee in his Option agreement.

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

9.4 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 9.6 below, the Optionee is an employee, a director, a consultant, an advisor or a 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.

9.5 Subject to the provisions of Section 9.6 below, in the event of termination of Optionee's employment or service with the Company or any of its subsidiaries, all Options granted to him will immediately be expired. A notice of termination of employment or service shall be deemed to constitute termination of employment or service.

9.6 Notwithstanding anything to the contrary hereinabove, an Option may be exercised after the date of termination of Optionee's employment or service with the Company or any subsidiary of the Company during an additional period of time beyond the date of such termination, but only with respect to the number of Options already vested at the time of such termination according to the vesting periods of the Options set forth in
Section 4 of such Optionee's Option agreement, if: (i) prior to the date of such termination, the Committee shall authorize an extension of the terms of all or part of the 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, (ii) with respect to employees only whose termination is without Cause (as defined below), in which event any Options 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 periods of the Options, (iii) with respect to employees only whose termination is the result of death or disability of the Optionee, in which event any Options still in force and unexpired may be exercised within a period of three (3) months from the date of termination, but only with respect to the number of Options already vested at the time of such termination according to the vesting periods of the Options. The term "CAUSE" shall mean any action, omission or state of affairs related to the Optionee which the Committee or the Board decides, in its sole discretion, is against the interests of the Company.

9.7 Any form of Option agreement authorized by the Option Plan may contain such other provisions as the Board may, from time to time, deem advisable. Without limiting the foregoing, the Board may, with the consent of the Optionee, 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 Optionee 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 Optionee 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 Board in its sole discretion.

10. VESTING OF OPTIONS

The total number of Shares subject to an Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal, as more particularly set forth in each Optionee's Option Agreement. The Option may be subject to such other terms and conditions on the time or times when it may be exercised.

11. DIVIDENDS

With respect to all Shares (in contrary to unexercised Options) issued upon the exercise of Options purchased by the Optionee and held by the Trustee, the Optionee 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 Optionee are held by the Trustee, the cash dividends paid with respect thereto shall be paid directly to the Optionee.

12. 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 Optionee each and all of such Optionee's rights to purchase Shares hereunder shall be exercisable only by the Optionee.

As long as the Shares are held by the Trustee in favor of the Optionee, 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.

13. TERM OF THE OPTION PLAN

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

14. AMENDMENTS OR TERMINATION

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

15. GOVERNMENT REGULATIONS

The Option Plan, 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 United States Securities Act of 1933, and to such approvals by any governmental agencies or national securities exchanges as may be required.

16. CONTINUANCE OF EMPLOYMENT OR SERVICE.

Neither the Option Plan nor the Option agreement with the Optionee shall impose any obligation on the Company or a subsidiary thereof, to continue any Optionee in its employ or service, and nothing in the Option Plan 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 a subsidiary thereof or restrict the right of the Company or a subsidiary thereof to terminate such employment or service at any time.

17. GOVERNING LAW & JURISDICTION

This 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 this Option Plan.

18. ARBITRATION

Any dispute in relation with this Option Plan 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.

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, the Trustee or the Optionee), hereunder, shall be borne solely by the Optionee. The Company and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Optionee shall agree to indemnify the Company 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 Optionee.

The Committee and/or the Trustee shall not be required to release any Share certificate to an Optionee 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 employees 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.

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 Board may also grant more than one Option to a given Optionee during the term of the Option Plan, either in addition to, or in substitution for, one or more Options previously granted to that Optionee.

EXHIBIT B

TERMS OF THE OPTION

1. Name of the Optionee:

2. Number of Options granted:

3. Designation: "102 options" / "3(I) options"

4. Price per Share:

5. Expiration Date:
6. Date of Grant:

7.Vesting schedule

------------------------------------ -------------------------------------------
      NUMBER OF OPTIONS                               VESTING DATE
------------------------------------ -------------------------------------------

------------------------------------ -------------------------------------------

------------------------------------ -------------------------------------------

------------------------------------ -------------------------------------------

------------------------------------ -------------------------------------------

EXHIBIT 99.2

SUPERCOM LTD.

THE 2003 ISRAELI SHARE OPTION PLAN

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

                                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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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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