AMDOCS LIMITED

                      1998 STOCK OPTION AND INCENTIVE PLAN

                        AS AMENDED AS OF JANUARY 24, 2001

1.   Purpose; Type of Awards; Construction

     The purpose of the Amdocs Limited 1998 Stock Option and Incentive Plan (the
     "Plan") is to afford an incentive to officers, directors, employees and
     consultants of Amdocs Limited (the "Company"), or any subsidiary of the
     Company which now exists or hereafter is organized or acquired by the
     Company, to acquire a proprietary interest in the Company, to continue as
     employees, directors and consultants, to increase their efforts on behalf
     of the Company and to promote the success of the Company's business. It is
     further intended that options granted by the Committee (as such a term is
     defined below) pursuant to Section 8 of the Plan shall constitute
     "incentive stock options" ("Incentive Stock Options") within the meaning of
     Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
     and options granted by the Committee pursuant to Section 7 of the Plan
     shall constitute "nonqualified stock options" ("Nonqualified Stock
     Options"). The Committee may also grant restricted shares ("Restricted
     Stock") under the Plan pursuant to Section 9 of the Plan. If the Committee
     so determines it may grant Nonqualified Stock Options or Restricted Stock
     pursuant to the provisions of Section 102 of the Israel Income Tax
     Ordinance (New Version) 1961, and any regulations, rules, orders or
     procedures promulgated thereunder ("102 Securities").

2.   Definitions

     As used in this Plan, the following words and phrases shall have the
     meanings indicated:

                    (a) "Ordinary Shares" shall mean shares of ordinary shares,
               par value (pound)0.01 per share, of the Company.

                    (b) "Disability" shall mean the inability of a Grantee (as
               defined in Section 3 hereof) to engage in any substantial gainful
               activity by reason of any medically determinable physical or
               mental impairment that can be expected to result in death or that
               has lasted or can be expected to last for a continuous period of
               not less than twelve (12) months.

                    (c) "Fair Market Value" per share as of a particular date
               shall mean (i) if the shares of Ordinary Shares are not then
               listed on a national securities exchange or traded in an
               over-the-counter market, such value as the Committee, in





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               its sole discretion, shall determine; or (ii) if the shares of
               Ordinary Shares are then traded on a national securities exchange
               the closing sales price per share of Ordinary Shares on the
               national securities exchange, on which the Ordinary Shares are
               principally traded, for the last preceding date on which there
               was a sale of such Ordinary Shares on such exchange, or (iii) if
               the shares of Ordinary Shares are then traded in an
               over-the-counter market, the average of the closing bid and asked
               prices for the shares of Ordinary Shares in such over-the-counter
               market for the last preceding date on which there was a sale of
               such Ordinary Shares in such market.

                    (d) "Option" or "Options" shall mean a grant to a Grantee
               (as defined in Section 3 hereof) of an option or options to
               purchase shares of Ordinary Shares. Options granted by the
               Committee (as defined in Section 3 hereof), pursuant to the Plan
               shall constitute either Incentive Stock Options or Nonqualified
               Stock Options.

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

                    (f) "Subsidiary" shall mean any company (other than the
               Company) in an unbroken chain of companies beginning with the
               Company if, at the time of granting an Option, each of the
               companies other than the last company in the unbroken chain owns
               stock possessing fifty percent (50%) or more of the total
               combined voting power of all classes of stock in one of the other
               companies in such chain.

                    (g) "Ten Percent Stockholder" shall mean a Grantee (as
               defined in Section 3 hereof), who, at the time an Incentive Stock
               Option is granted, owns stock possessing more than ten percent
               (10%) of the total combined voting power of all classes of stock
               of the Company or any Parent or Subsidiary.

3.   Administration

               The Plan shall be administered by a committee (the "Committee")
               established by the Board of Directors of the Company (the
               "Board").

               The Committee shall have the authority in its discretion, subject
               to and not inconsistent with the express provisions of the Plan,
               to administer the Plan and to exercise all the powers and






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               authorities either specifically granted to it under the Plan or
               necessary or advisable in the administration of the Plan,
               including, without limitation, the authority to grant Options and
               Restricted Stock; to determine which Options shall constitute
               Incentive Stock Options and which Options shall constitute
               Nonqualified Stock Options or 102 Securities; to determine the
               kind of consideration payable (if any) with respect to awards; to
               determine the period during which Options may be exercised and
               Restricted Stock shall be subject to restrictions, and whether in
               whole or in installments; to determine the persons to whom, and
               the time or times at which awards shall be granted (such persons
               are referred to herein as "Grantees"); to determine the number of
               shares to be covered by each award; to interpret the Plan; to
               prescribe, amend and rescind rules and regulations relating to
               the Plan; to determine the terms and provisions of the agreements
               (which need not be identical) entered into in connection with
               awards granted under the Plan (the "Agreements"); to cancel or
               suspend awards, as necessary; and to make all other
               determinations deemed necessary or advisable for the
               administration of the Plan.

               The Committee may delegate to one or more of its members or to
               one or more agents such administrative duties as it may deem
               advisable, and the Committee or any person to whom it has
               delegated duties as aforesaid may employ one or more persons to
               render advice with respect to any responsibility the Committee or
               such person may have under the Plan. All decisions,
               determinations and interpretations of the Committee shall be
               final and binding on all Grantees of any awards under this Plan.

               The Board shall fill all vacancies, however caused, in the
               Committee. The Board may from time to time appoint additional
               members to the Committee, and may at any time remove one or more
               Committee members and substitute others.

               No member of the Board or Committee shall be liable for any
               action taken or determination made in good faith with respect to
               the Plan or any award granted hereunder.

4.   Eligibility

               Officers, Directors, other employees of the Company and
               consultants of the Company shall be eligible to receive awards
               hereunder. In determining the persons to whom awards shall be
               granted and the number of shares to be covered by each award, the
               Committee, in its sole discretion, shall take into account the
               contribution by the eligible individuals to the management,
               growth and/or profitability of the business of the Company and
               such other factors as the Committee shall deem relevant.

5.   Ordinary Shares





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               The maximum number of Ordinary Shares reserved for grant of
               awards under the Plan shall be 32,300,000. Such shares may,
               in whole or in part, be authorized but unissued shares. The
               foregoing numbers of shares may be increased or decreased by the
               events set forth in Section 10 hereof.

               If any outstanding award under the Plan should, for any reason
               expire, be canceled or be terminated without having been
               exercised in full, the shares of Ordinary Shares allocable to the
               unexercised, canceled or terminated portion of such award shall
               (unless the Plan shall have been terminated) become available for
               subsequent grants of awards under the Plan.

6.   Terms and Conditions of Options

               Each Option granted pursuant to the Plan shall be evidenced by a
               written agreement between the Company and the Grantee (the
               "Option Agreement"), in such form as the Committee shall from
               time to time approve, which Option Agreement shall comply with
               and be subject to the following terms and conditions:

                    (a) NUMBER OF SHARES. Each Option Agreement shall state the
               number of shares of Ordinary Shares to which the Option relates.

                    (b) TYPE OF OPTION. Each Option Agreement shall specifically
               state that the Option constitutes an Incentive Stock Option or a
               Nonqualified Stock Option.

                    (c) OPTION PRICE. Each Option Agreement shall state the
               Option Price, which, in the case of an Incentive Stock Option,
               shall not be less than one-hundred percent (100%) of the Fair
               Market Value of the shares of Ordinary Shares covered by the
               Option on the date of grant. The Option Price shall be subject to
               adjustment as provided in Section 10 hereof. The date on which
               the Committee adopts a resolution expressly granting an Option
               shall be considered the day on which such Option is granted.

                    (d) MEDIUM AND TIME OF PAYMENT. The Option Price shall be
               paid in full, at the time of exercise and may be made in cash, by
               the delivery of shares of Ordinary Shares with a fair market
               value equal to the Option Price, provided that any such shares
               acquired by the Grantee pursuant to the exercise of an Incentive
               Stock Option shall have been held by the Grantee for a period of
               at least one year, or by a combination of cash and such shares
               that have been held by the Grantee for a period of at least one
               year whose fair market value together with such cash shall equal
               the Option Price. The Committee may also permit Grantees, either
               on a selective or aggregate basis, simultaneously to exercise
               Options and sell the shares of Ordinary Shares thereby acquired
               pursuant to a brokerage or a similar arrangement, approved in
               advance by the Committee, and use the proceeds from such sale as
               payment of the Purchase Price of such shares.




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                    (e) TERM AND EXERCISABILITY OF OPTIONS. Each Option
               Agreement shall be exercisable at such times and under such
               conditions as the Committee, in its discretion, shall determine;
               provided, however, such exercise period shall not exceed ten (10)
               years from the date of grant of such Option. The exercise period
               shall be subject to earlier termination as provided in Sections
               6(f) and 6(g) hereof. An Option may be exercised, as to any or
               all full shares of Ordinary Shares as to which the Option has
               become exercisable, by giving written notice of such exercise to
               the Committee or its designated agent.

               Options shall become exercisable in cumulative installments of
               50% on the second anniversary of the date on which such Option is
               granted, and 25% per year on the third and fourth anniversary, or
               at such other times and in such other installments (which may be
               cumulative) as the Committee shall provide in the terms of the
               respective Option Agreements; provided, however, that the
               Committee, in its absolute discretion, may, on such terms and
               conditions as it may determine to be appropriate, accelerate the
               time at which such Option or any portion thereof may be
               exercised. The Option may contain performance goals and
               measurements, and the provisions with respect to any Option need
               not be the same as the provisions with respect to any other
               Option.

                    (f) TERMINATION. Except as provided in this Section 6(f) and
               in Section 6(g) hereof, an Option may not be exercised unless the
               Grantee is then in the service or employ of the Company or a
               Parent or Subsidiary (or a company or a parent or subsidiary
               company of such company issuing or assuming the Option in a
               transaction to which Section 424(a) of the Code applies), and
               unless the Grantee has remained continuously so employed or has
               continuously performed such services since the date of grant of
               the Option. In the event that the employment of a Grantee shall
               terminate or Grantee shall cease performance of services for the
               Company, a Parent or a Subsidiary thereof (in either event, other
               than by reason of death or disability), all Options of such
               Grantee that are exercisable at the time of such termination or
               cessation may, unless earlier terminated in accordance with their
               terms, be exercised within ninety (90) days after the date of
               such termination or cessation; provided, however, that if the
               Company shall terminate the Grantee's employment for cause (as
               determined by the Committee), all Options theretofore granted to
               such Grantee shall, to the extent not theretofore exercised,






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               terminate on the date of such termination or cessation unless
               otherwise determined by the Committee. In the case of a Grantee
               whose principal employer is a Subsidiary, the Grantee's
               employment shall be deemed to be terminated for purposes of this
               Section 6(f) as of the date on which such principal employer
               ceases to be a Subsidiary.

                    (g) DEATH OR DISABILITY OF GRANTEE. If a Grantee shall die
               while employed by, or performing services for, the Company or a
               Parent or subsidiary thereof, or within ninety (90) days after
               the date of cessation of such Grantee's employment or performance
               of services other than as a result of termination for cause (or
               within such longer period as the Committee may have provided
               pursuant to Section 6(e) hereof), or if the Grantee's employment
               shall terminate or performance of services shall cease by reason
               of Disability, all Options theretofore granted to such Grantee
               may, unless earlier terminated in accordance with their terms, be
               exercised by the Grantee or by the Grantee's estate or by a
               person who acquired the right to exercise such Options by bequest
               or inheritance or otherwise by reason of the death or Disability
               of the Grantee, at any time within twelve months after the date
               of death or Disability of the Grantee. In the event that an
               Option granted hereunder shall be exercised by the legal
               representatives of a deceased or former Grantee, written notice
               of such exercise shall be accompanied by a certified copy of
               letters testamentary or equivalent proof of the right of such
               legal representative to exercise such Option.

                    (h) LOANS. Subject to any law, the Company may make loans to
               Grantees as the Committee, in its discretion, may determine in
               connection with the exercise of outstanding options granted under
               the Plan. Such loans shall (i) be evidenced by promissory notes
               entered into by the Grantees in favor of the Company, (ii) be
               subject to the terms and conditions set forth in this Section
               6(h) and such other terms and conditions, not inconsistent with
               the Plan, as the Committee shall determine and (iii) bear
               interest, if any, at such rate as the Committee shall determine.
               In no event may the principal amount of any such loan exceed the
               exercise price less the par value of the shares of Ordinary
               Shares covered by the option, or portion thereof, exercised by
               the Grantee. The initial term of the loan, the schedule of
               payments of principal and interest under the loan, the extent to
               which the loan is to be with or without recourse against the
               Grantee with respect to principal and/or interest and the
               conditions upon which the loan will become payable in the event
               of the Grantee's termination of employment or ceasing to perform
               services shall be determined by the Committee; provided, however,




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               that the term of the loan, including extensions, shall not exceed
               10 years. Unless the Committee determines otherwise, when a loan
               shall have been made, shares of Ordinary Shares having a Fair
               Market Value at least equal to the principal amount of the loan
               shall be pledged by the Grantee to the Company as security for
               payment of the unpaid balance of the loan and such pledge shall
               be evidenced by a pledge agreement, the terms of which shall be
               determined by the Committee, in its discretion; provided,
               however, that each loan shall comply with all applicable laws,
               regulations and rules of the Board of Governors of the Federal
               Reserve System and any other governmental agency having
               jurisdiction.

                    (i) OTHER PROVISIONS. The Option Agreements evidencing
               Options under the Plan shall contain such other terms and
               conditions, not inconsistent with the Plan, as the Committee may
               determine.

                    (j) EXERCISE OF OPTIONS. A Grantee who decides to exercise
               an Option in whole or in part shall give notice to the Secretary
               of the Company of such exercise in writing on a form approved by
               the Committee. Such notice shall specify the manner in which the
               Grantee will make payment of the Option Price.

7.   Nonqualified Stock Options

                         7.1 Options intended to constitute Nonqualified Stock
                    Options shall be subject only to the general terms and
                    conditions specified in Section 6 hereof.

                         7.2 Any 102 Securities which shall be granted to
                    employees of the Company (or if required by law) shall be
                    issued to a trustee nominated by the Board or the Committee
                    (in accordance with the provisions of Section 102) (the
                    "Trustee") and held for the benefit of the optionees for a
                    period of not less than two years (24 months) from the date
                    of grant. The Trustee may also hold in trust any shares
                    issued upon exercise of such 102 Stock Options pursuant to
                    the provisions of Section 102.

8.   Incentive Stock Options

     Options intended to constitute Incentive Stock Options shall be subject to
     the following special terms and conditions, in addition to the general
     terms and conditions specified in Section 6 hereof.

               (a) VALUE OF SHARES. The aggregate Fair Market Value (determined
          as of the date the Incentive Stock Option is granted) of the shares of
          equity securities of the Company with respect to which Incentive Stock






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          Options granted under this Plan and all other option plans of any
          Parent or Subsidiary become exercisable for the first time by each
          Grantee during any calendar year shall not exceed $100,000. To the
          extent that the aggregate fair market value of shares with respect to
          which Incentive Stock Options are exercisable for the first time by
          any Grantee during any calendar year exceeds $100,000, such Option
          shall be treated as a NonQualified Stock Option. The foregoing shall
          be applied by taking options into account in the order in which they
          were granted, with the fair market value of any share to be determined
          at the time of the grant of the Option. In the event the foregoing
          results in a portion of an Incentive Stock Option exceeding the
          $100,000 limitation, only such excess shall be treated as a
          Non-Qualified Stock Option.

               (b) TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock
          Option granted to a Ten Percent Stockholder, (i) the Option Price
          shall not be less than one hundred and ten percent (110%) of the Fair
          Market Value of the shares of Ordinary Shares on the date of grant of
          such Incentive Stock Option and (ii) the exercise period shall not
          exceed five (5) years from the date of grant of such Incentive Stock
          Option.

9.   Restricted Stock

     The Committee may award shares of Restricted Stock to any eligible
     individual. Each award of Restricted Stock under the Plan shall be
     evidenced by an instrument, in such form as the Committee shall from time
     to time approve (the "Restricted Stock Agreement"), and shall comply with
     the following terms and conditions (and with such other terms and
     conditions not inconsistent with the terms of this Plan as the Committee,
     in its discretion, shall establish including, without limitation, the
     requirement that a Grantee provide consideration for Restricted Stock upon
     the lapse of restrictions):

               (a) The Committee shall determine the number of shares of
          Ordinary Shares to be issued to the Grantee pursuant to the award.

               (b)(i) Shares of Restricted Stock may not be sold, assigned,
          transferred, pledged, hypothecated or otherwise disposed of, except by
          will or the laws of descent and distribution, for such period as the
          Committee shall determine from the date on which the award is granted
          (the "Restricted Period"). The Committee may also impose such other
          restrictions and conditions on the shares as it deems appropriate
          including the satisfaction of performance criteria. Certificates for
          shares of stock issued pursuant to Restricted Stock awards shall bear
          an appropriate legend referring to such restrictions, and any





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          attempt to dispose of any such shares of stock in contravention of
          such restrictions shall be null and void and without effect. During
          the Restricted Period, such certificates shall be held in escrow by an
          escrow agent appointed by the Committee. In determining the Restricted
          Period of an award, the Committee may provide that the foregoing
          restrictions shall lapse with respect to specified percentages of the
          awarded shares on successive anniversaries of the date of such award.

               (ii) The Committee may adjust the performance goals to take into
          account changes in law and accounting and tax rules and to make such
          adjustments as the Committee deems necessary or appropriate to reflect
          the inclusion or exclusion of the impact of extraordinary or unusual
          items, events or circumstances, provided that no adjustment shall be
          made which will result in an increase in the compensation of any
          Grantee whose compensation is subject to the limitation on
          deductibility under Section 162(m) of the Internal Revenue Code, as
          amended, or a successor provision, for the applicable year. The
          Committee also may adjust the performance goals by reducing the amount
          to be received by any Grantee pursuant to an award if and to the
          extent that the Committee deems it appropriate.

               (c) Subject to such exceptions as may be determined by the
          Committee, if the Grantee's continuous employment with, or performance
          of, service for, the Company or any Parent or Subsidiary shall cease
          for any reason prior to the expiration of the Restricted Period of an
          award, any shares remaining subject to restrictions (after taking into
          account the provisions of Subsection (e) of this Section 9) shall be
          converted into deferred stock.

               (d) During the Restricted Period the Grantee shall possess all
          incidents of ownership of such shares, subject to Subsection (b) of
          this Section 9, including the right to receive dividends with respect
          to such shares and to vote such shares.

               (e) The Committee shall have the authority (and the Restricted
          Stock Agreement may so provide) to cancel all or any portion of any
          outstanding restrictions prior to the expiration of the Restricted
          Period with respect to any or all of the shares of Restricted Stock
          awarded on such terms and conditions as the Committee shall deem
          appropriate.

               (f) OTHER STOCK-BASED AWARDS The Committee may grant other awards
          under the Plan pursuant to which shares of Ordinary Shares (which may,
          but need not, be shares of Restricted Stock pursuant to Section 9






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          hereof) are or may in the future be acquired, or awards denominated in
          stock units, including ones values using measures other than market
          value. The Committee may also grant stock appreciation rights without
          the grant of an accompanying option, which rights shall permit the
          Grantees to receive, at the time of any exercise of such rights, cash
          equal to the amount by which the fair market value of all shares of
          Ordinary Shares in respect to which the right was granted exceeds the
          exercise price thereof. Such other stock based awards may be granted
          alone, in addition to, or in tandem with any award of any typed
          granted under the plan and must be consistent with the purposes of the
          Plan.

        Limitations and Conditions.

               (i) In the event that the Company makes an acquisition or is a
          party to a merger or consolidation and the Company assumes the options
          or other awards consistent with the purpose of this Plan of the
          Company acquired, merged or consolidated which are administered
          pursuant to this Plan, shares of Ordinary Shares subject to the
          assumed options or other awards shall not count as part of the total
          number of shares of Ordinary Shares that may be made subject to awards
          under this Plan.

               (ii) Any shares that have been made subject to an award that
          cease to be subject to the award (other than by reason of exercise or
          payment of the award to the extent it is settled in shares) shall
          again be available for award and shall not be considered as having
          been theretofore made subject to award.

               (iii) Nothing contained herein shall affect the right of the
          Company to terminate any Grantee's employment at any time or for any
          reason.

10.  Effect of Certain Changes

               (a) If there is any change in the shares of Ordinary Shares
          through the declaration of stock dividends, recapitalization, stock
          splits, or combinations or exchanges of such shares, or other similar
          transactions, the number of shares, or other similar transactions, the
          number of shares of Ordinary Shares available for awards, the number
          of such shares covered by outstanding awards, and the price per share
          of Options shall be proportionately adjusted by the Committee to
          reflect such change in the issued shares of Ordinary Shares; provided,
          however, that any fractional shares resulting from such adjustment
          shall be eliminated.







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               (b) In the event of the dissolution or liquidation of the Company
          or in the event of any corporate separation or division, including,
          but not limited to, split-up, split-off or spin-off or in the event of
          other similar transactions, the Committee may provide that:

                    (i) the Grantee of any award hereunder shall have the right
               to exercise an Option (at its then Option price) or to receive in
               respect of other types of awards the kind and amount of shares of
               stock and other securities, property, cash or any combination
               thereof receivable upon such dissolution, liquidation, or
               corporate separation or division by a Grantee of the number of
               shares of Ordinary Shares subject to such award for which such
               award might have been exercised or realized immediately prior to
               such dissolution, liquidation, or corporate separation or
               division; or

                    (ii) each award granted under the Plan shall terminate as of
               a date to be fixed by the Committee and that not less than thirty
               (30) days' written notice of the date so fixed shall be given to
               each Grantee, who shall have the right, during the period of
               thirty (30) days preceding such termination, to exercise or
               otherwise realize with respect to such awards all or any part of
               the shares of Ordinary Shares and other securities, property,
               cash or any combination thereof, covered thereby.

          In the event of a proposed sale of all or substantially all of the
          assets of the Company or the merger of the Company with or into
          another corporation, any award then outstanding shall be assumed or an
          equivalent award shall be substituted by such successor corporation or
          a parent or subsidiary of such successor corporation, unless such
          successor corporation does not agree to assume the award or to
          substitute an equivalent award, in which case the Committee shall, in
          lieu of such assumption or substitution, provide for the realization
          of such outstanding awards in the manner set forth in subsections
          10(b)(i) or 10(b)(ii) above.

               (c) In the event of a change in the Ordinary Shares of the
          Company as presently constituted that is limited to a change of all of
          its authorized shares of Ordinary Shares into the same number of
          shares with a different par value or without par value, the shares
          resulting from any such change shall be deemed to be the Ordinary
          Shares within the meaning of the Plan.

               (d) Except as herein before expressly provided in this Section
          10, the Grantee of an award hereunder shall have no






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          rights by reason of any subdivision or consolidation of shares of
          stock of any class or the payment of any stock dividend or any other
          increase or decrease in the number of shares of stock of any class or
          by reason of any dissolution, liquidation, merger, or consolidation or
          spin-off of assets or stock of another company; and any issue by the
          Company of shares of stock of any class, or securities convertible
          into shares of stock of any class, shall not affect, and no adjustment
          by reason thereof shall be made with respect to, the number or price
          of shares of Ordinary Shares subject to an award. The grant of an
          award pursuant to the Plan shall not affect in any way the right or
          power of the Company to make adjustments, reclassifications,
          reorganizations or changes of its capital or business structures or to
          merge or to consolidate or to dissolve, liquidate or sell, or transfer
          all or part of its business or assets or engage in any similar
          transactions.

11.  Surrender and Exchanges of Awards

     The Committee may permit the voluntary surrender of all or a portion of any
     Option granted under the Plan or any option granted under any other plan,
     program or arrangement of the Company or any subsidiary ("Surrendered
     Option"), to be conditioned upon the granting to the Grantee of a new
     Option for the same number of shares of Ordinary Shares as the Surrendered
     Option, or may require such voluntary surrender as a condition precedent to
     a grant of a new Option to such Grantee. Subject to the provisions of the
     Plan, such new Option may be an Incentive Stock Option or a Nonqualified
     Stock Option and shall be exercisable at the price, during such period and
     on such other terms and conditions as are specified by the Committee at the
     time the new Option is granted. The Committee may also grant Restricted
     Shares in exchange for Surrendered Options to any holder of such
     Surrendered Option.

12.  Period During which Options may be Granted

     Awards may be granted pursuant to the Plan from time to time within a
     period of ten (10) years from the date the Plan is adopted by the Board, or
     the date the Plan is approved by the shareholders of the Company, whichever
     is earlier.

13.  Nontransferability of Awards

     Awards granted under the Plan shall not be transferable otherwise than by
     will or by the laws of descent and distribution, other than pursuant to a
     valid qualified domestic relations order issued by a court pursuant to
     Section 414(p) of the Code, and awards may be exercised or otherwise
     realized, during the lifetime of the Grantee, only by the Grantee.

14.  Approval of Shareholders





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     The Plan shall take effect upon its adoption by the Board but the Plan (and
     any grants of awards made prior to the shareholder approval mentioned
     herein) shall be subject to the approval of the holder(s) of a majority of
     the issued and outstanding shares of voting securities of the Company
     entitled to vote, which approval must occur within twelve months of the
     date the Plan is adopted by the Board.

15.  Agreement by Grantee Regarding Withholding Taxes

     If the Committee shall so require, as a condition of exercise of an Option
     or other realization of an award, each Grantee shall agree that no later
     than the date of exercise or other realization of an award granted
     hereunder, the Grantee will pay to the Company or make arrangements
     satisfactory to the Committee regarding payment of any federal, state or
     local taxes of any kind required by law to be withheld upon the exercise of
     an Option or other realization of an award. Alternatively, the Committee
     may provide that a Grantee may elect, to the extent permitted or required
     by law, to have the Company deduct federal, state and local taxes of any
     kind required by law to be withheld upon the exercise of an Option or
     realization of any award from any payment of any kind due to the Grantee.

16.  Amendment and Termination of the Plan

     The Board at any time and from time to time may suspend, terminate, modify
     or amend the Plan; provided, however, that any amendment that would
     increase the aggregate number of Ordinary Shares as to which awards may be
     granted under the Plan or materially increase the benefits accruing to
     Grantees under the Plan or change the class of employees eligible for
     participation in the Plan or reduce the basis upon which the minimum Option
     Price is determined or extend the period within which awards under the Plan
     may be granted or provide for an Option that is exercisable more than 10
     years after the date it is granted (except in the event of death) shall be
     subject to the approval of the holders of a majority of the Ordinary Shares
     issued and outstanding, except that any such increase or modification that
     may result from adjustments authorized by Section 10 hereof shall not
     require such approval. Except as provided in Section 10 hereof, no
     suspension, termination, modification or amendment of the Plan may
     adversely affect any award previously granted, unless the written consent
     of the Grantee is obtained.

17. Rights as a Shareholder

     Except as provided in Section 9(d) hereof, a Grantee or a transferee of an
     award shall have no rights as a shareholder with respect to any shares
     covered by the award until the date of the issuance of a stock certificate






<PAGE>



     to him or her for such shares. No adjustment shall be made for dividends
     (ordinary or extraordinary, whether in cash, securities or other property)
     or distribution of other rights for which the record date is prior to the
     date such stock certificate is issued, except as provided in Section 10
     hereof.

18.  No Rights to Employment

     Nothing in the Plan or in any award granted or Agreement entered into
     pursuant hereto shall confer upon any Grantee the right to continue in the
     employ of the Company or any subsidiary or to be entitled to any
     remuneration or benefits not set forth in the Plan or such Agreement or to
     interfere with or limit in any way the right of the Company or any such
     subsidiary to terminate such Grantee's employment or services. Awards
     granted under the Plan shall not be affected by any change in duties or
     position of a Grantee as long as such Grantee continues in the employ of
     the Company or any subsidiary.

19.  Beneficiary

     A Grantee may file with the Committee a written designation of a
     beneficiary on such form as may be prescribed by the Committee and may,
     from time to time, amend or revoke such designation. If no designated
     beneficiary survives the Grantee, the executor or administrator of the
     Grantee's estate shall be deemed to be the Grantee's beneficiary.

20.  Governing Law

     The Plan and all determinations made and actions taken pursuant hereto
     shall be governed by the laws of the State of New York.

21.  Effective Date and Duration of the Plan

     This Plan shall be effective on and as of 1/1/98, subject to the approval
     of the Plan by the shareholders of the Company, and shall terminate on the
     tenth anniversary of such date.
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AMDOCS LIMITED

                      1998 STOCK OPTION AND INCENTIVE PLAN

                        AS AMENDED AS OF JANUARY 24, 2001

1.   Purpose; Type of Awards; Construction

     The purpose of the Amdocs Limited 1998 Stock Option and Incentive Plan (the
     "Plan") is to afford an incentive to officers, directors, employees and
     consultants of Amdocs Limited (the "Company"), or any subsidiary of the
     Company which now exists or hereafter is organized or acquired by the
     Company, to acquire a proprietary interest in the Company, to continue as
     employees, directors and consultants, to increase their efforts on behalf
     of the Company and to promote the success of the Company's business. It is
     further intended that options granted by the Committee (as such a term is
     defined below) pursuant to Section 8 of the Plan shall constitute
     "incentive stock options" ("Incentive Stock Options") within the meaning of
     Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
     and options granted by the Committee pursuant to Section 7 of the Plan
     shall constitute "nonqualified stock options" ("Nonqualified Stock
     Options"). The Committee may also grant restricted shares ("Restricted
     Stock") under the Plan pursuant to Section 9 of the Plan. If the Committee
     so determines it may grant Nonqualified Stock Options or Restricted Stock
     pursuant to the provisions of Section 102 of the Israel Income Tax
     Ordinance (New Version) 1961, and any regulations, rules, orders or
     procedures promulgated thereunder ("102 Securities").

2.   Definitions

     As used in this Plan, the following words and phrases shall have the
     meanings indicated:

                    (a) "Ordinary Shares" shall mean shares of ordinary shares,
               par value (pound)0.01 per share, of the Company.

                    (b) "Disability" shall mean the inability of a Grantee (as
               defined in Section 3 hereof) to engage in any substantial gainful
               activity by reason of any medically determinable physical or
               mental impairment that can be expected to result in death or that
               has lasted or can be expected to last for a continuous period of
               not less than twelve (12) months.

                    (c) "Fair Market Value" per share as of a particular date
               shall mean (i) if the shares of Ordinary Shares are not then
               listed on a national securities exchange or traded in an
               over-the-counter market, such value as the Committee, in
its sole discretion, shall determine; or (ii) if the shares of
               Ordinary Shares are then traded on a national securities exchange
               the closing sales price per share of Ordinary Shares on the
               national securities exchange, on which the Ordinary Shares are
               principally traded, for the last preceding date on which there
               was a sale of such Ordinary Shares on such exchange, or (iii) if
               the shares of Ordinary Shares are then traded in an
               over-the-counter market, the average of the closing bid and asked
               prices for the shares of Ordinary Shares in such over-the-counter
               market for the last preceding date on which there was a sale of
               such Ordinary Shares in such market.

                    (d) "Option" or "Options" shall mean a grant to a Grantee
               (as defined in Section 3 hereof) of an option or options to
               purchase shares of Ordinary Shares. Options granted by the
               Committee (as defined in Section 3 hereof), pursuant to the Plan
               shall constitute either Incentive Stock Options or Nonqualified
               Stock Options.

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

                    (f) "Subsidiary" shall mean any company (other than the
               Company) in an unbroken chain of companies beginning with the
               Company if, at the time of granting an Option, each of the
               companies other than the last company in the unbroken chain owns
               stock possessing fifty percent (50%) or more of the total
               combined voting power of all classes of stock in one of the other
               companies in such chain.

                    (g) "Ten Percent Stockholder" shall mean a Grantee (as
               defined in Section 3 hereof), who, at the time an Incentive Stock
               Option is granted, owns stock possessing more than ten percent
               (10%) of the total combined voting power of all classes of stock
               of the Company or any Parent or Subsidiary.

3.   Administration

               The Plan shall be administered by a committee (the "Committee")
               established by the Board of Directors of the Company (the
               "Board").

               The Committee shall have the authority in its discretion, subject
               to and not inconsistent with the express provisions of the Plan,
               to administer the Plan and to exercise all the powers and
authorities either specifically granted to it under the Plan or
               necessary or advisable in the administration of the Plan,
               including, without limitation, the authority to grant Options and
               Restricted Stock; to determine which Options shall constitute
               Incentive Stock Options and which Options shall constitute
               Nonqualified Stock Options or 102 Securities; to determine the
               kind of consideration payable (if any) with respect to awards; to
               determine the period during which Options may be exercised and
               Restricted Stock shall be subject to restrictions, and whether in
               whole or in installments; to determine the persons to whom, and
               the time or times at which awards shall be granted (such persons
               are referred to herein as "Grantees"); to determine the number of
               shares to be covered by each award; to interpret the Plan; to
               prescribe, amend and rescind rules and regulations relating to
               the Plan; to determine the terms and provisions of the agreements
               (which need not be identical) entered into in connection with
               awards granted under the Plan (the "Agreements"); to cancel or
               suspend awards, as necessary; and to make all other
               determinations deemed necessary or advisable for the
               administration of the Plan.

               The Committee may delegate to one or more of its members or to
               one or more agents such administrative duties as it may deem
               advisable, and the Committee or any person to whom it has
               delegated duties as aforesaid may employ one or more persons to
               render advice with respect to any responsibility the Committee or
               such person may have under the Plan. All decisions,
               determinations and interpretations of the Committee shall be
               final and binding on all Grantees of any awards under this Plan.

               The Board shall fill all vacancies, however caused, in the
               Committee. The Board may from time to time appoint additional
               members to the Committee, and may at any time remove one or more
               Committee members and substitute others.

               No member of the Board or Committee shall be liable for any
               action taken or determination made in good faith with respect to
               the Plan or any award granted hereunder.

4.   Eligibility

               Officers, Directors, other employees of the Company and
               consultants of the Company shall be eligible to receive awards
               hereunder. In determining the persons to whom awards shall be
               granted and the number of shares to be covered by each award, the
               Committee, in its sole discretion, shall take into account the
               contribution by the eligible individuals to the management,
               growth and/or profitability of the business of the Company and
               such other factors as the Committee shall deem relevant.

5.   Ordinary Shares
The maximum number of Ordinary Shares reserved for grant of
               awards under the Plan shall be 32,300,000. Such shares may,
               in whole or in part, be authorized but unissued shares. The
               foregoing numbers of shares may be increased or decreased by the
               events set forth in Section 10 hereof.

               If any outstanding award under the Plan should, for any reason
               expire, be canceled or be terminated without having been
               exercised in full, the shares of Ordinary Shares allocable to the
               unexercised, canceled or terminated portion of such award shall
               (unless the Plan shall have been terminated) become available for
               subsequent grants of awards under the Plan.

6.   Terms and Conditions of Options

               Each Option granted pursuant to the Plan shall be evidenced by a
               written agreement between the Company and the Grantee (the
               "Option Agreement"), in such form as the Committee shall from
               time to time approve, which Option Agreement shall comply with
               and be subject to the following terms and conditions:

                    (a) NUMBER OF SHARES. Each Option Agreement shall state the
               number of shares of Ordinary Shares to which the Option relates.

                    (b) TYPE OF OPTION. Each Option Agreement shall specifically
               state that the Option constitutes an Incentive Stock Option or a
               Nonqualified Stock Option.

                    (c) OPTION PRICE. Each Option Agreement shall state the
               Option Price, which, in the case of an Incentive Stock Option,
               shall not be less than one-hundred percent (100%) of the Fair
               Market Value of the shares of Ordinary Shares covered by the
               Option on the date of grant. The Option Price shall be subject to
               adjustment as provided in Section 10 hereof. The date on which
               the Committee adopts a resolution expressly granting an Option
               shall be considered the day on which such Option is granted.

                    (d) MEDIUM AND TIME OF PAYMENT. The Option Price shall be
               paid in full, at the time of exercise and may be made in cash, by
               the delivery of shares of Ordinary Shares with a fair market
               value equal to the Option Price, provided that any such shares
               acquired by the Grantee pursuant to the exercise of an Incentive
               Stock Option shall have been held by the Grantee for a period of
               at least one year, or by a combination of cash and such shares
               that have been held by the Grantee for a period of at least one
               year whose fair market value together with such cash shall equal
               the Option Price. The Committee may also permit Grantees, either
               on a selective or aggregate basis, simultaneously to exercise
               Options and sell the shares of Ordinary Shares thereby acquired
               pursuant to a brokerage or a similar arrangement, approved in
               advance by the Committee, and use the proceeds from such sale as
               payment of the Purchase Price of such shares.
(e) TERM AND EXERCISABILITY OF OPTIONS. Each Option
               Agreement shall be exercisable at such times and under such
               conditions as the Committee, in its discretion, shall determine;
               provided, however, such exercise period shall not exceed ten (10)
               years from the date of grant of such Option. The exercise period
               shall be subject to earlier termination as provided in Sections
               6(f) and 6(g) hereof. An Option may be exercised, as to any or
               all full shares of Ordinary Shares as to which the Option has
               become exercisable, by giving written notice of such exercise to
               the Committee or its designated agent.

               Options shall become exercisable in cumulative installments of
               50% on the second anniversary of the date on which such Option is
               granted, and 25% per year on the third and fourth anniversary, or
               at such other times and in such other installments (which may be
               cumulative) as the Committee shall provide in the terms of the
               respective Option Agreements; provided, however, that the
               Committee, in its absolute discretion, may, on such terms and
               conditions as it may determine to be appropriate, accelerate the
               time at which such Option or any portion thereof may be
               exercised. The Option may contain performance goals and
               measurements, and the provisions with respect to any Option need
               not be the same as the provisions with respect to any other
               Option.

                    (f) TERMINATION. Except as provided in this Section 6(f) and
               in Section 6(g) hereof, an Option may not be exercised unless the
               Grantee is then in the service or employ of the Company or a
               Parent or Subsidiary (or a company or a parent or subsidiary
               company of such company issuing or assuming the Option in a
               transaction to which Section 424(a) of the Code applies), and
               unless the Grantee has remained continuously so employed or has
               continuously performed such services since the date of grant of
               the Option. In the event that the employment of a Grantee shall
               terminate or Grantee shall cease performance of services for the
               Company, a Parent or a Subsidiary thereof (in either event, other
               than by reason of death or disability), all Options of such
               Grantee that are exercisable at the time of such termination or
               cessation may, unless earlier terminated in accordance with their
               terms, be exercised within ninety (90) days after the date of
               such termination or cessation; provided, however, that if the
               Company shall terminate the Grantee's employment for cause (as
               determined by the Committee), all Options theretofore granted to
               such Grantee shall, to the extent not theretofore exercised,
terminate on the date of such termination or cessation unless
               otherwise determined by the Committee. In the case of a Grantee
               whose principal employer is a Subsidiary, the Grantee's
               employment shall be deemed to be terminated for purposes of this
               Section 6(f) as of the date on which such principal employer
               ceases to be a Subsidiary.

                    (g) DEATH OR DISABILITY OF GRANTEE. If a Grantee shall die
               while employed by, or performing services for, the Company or a
               Parent or subsidiary thereof, or within ninety (90) days after
               the date of cessation of such Grantee's employment or performance
               of services other than as a result of termination for cause (or
               within such longer period as the Committee may have provided
               pursuant to Section 6(e) hereof), or if the Grantee's employment
               shall terminate or performance of services shall cease by reason
               of Disability, all Options theretofore granted to such Grantee
               may, unless earlier terminated in accordance with their terms, be
               exercised by the Grantee or by the Grantee's estate or by a
               person who acquired the right to exercise such Options by bequest
               or inheritance or otherwise by reason of the death or Disability
               of the Grantee, at any time within twelve months after the date
               of death or Disability of the Grantee. In the event that an
               Option granted hereunder shall be exercised by the legal
               representatives of a deceased or former Grantee, written notice
               of such exercise shall be accompanied by a certified copy of
               letters testamentary or equivalent proof of the right of such
               legal representative to exercise such Option.

                    (h) LOANS. Subject to any law, the Company may make loans to
               Grantees as the Committee, in its discretion, may determine in
               connection with the exercise of outstanding options granted under
               the Plan. Such loans shall (i) be evidenced by promissory notes
               entered into by the Grantees in favor of the Company, (ii) be
               subject to the terms and conditions set forth in this Section
               6(h) and such other terms and conditions, not inconsistent with
               the Plan, as the Committee shall determine and (iii) bear
               interest, if any, at such rate as the Committee shall determine.
               In no event may the principal amount of any such loan exceed the
               exercise price less the par value of the shares of Ordinary
               Shares covered by the option, or portion thereof, exercised by
               the Grantee. The initial term of the loan, the schedule of
               payments of principal and interest under the loan, the extent to
               which the loan is to be with or without recourse against the
               Grantee with respect to principal and/or interest and the
               conditions upon which the loan will become payable in the event
               of the Grantee's termination of employment or ceasing to perform
               services shall be determined by the Committee; provided, however,
that the term of the loan, including extensions, shall not exceed
               10 years. Unless the Committee determines otherwise, when a loan
               shall have been made, shares of Ordinary Shares having a Fair
               Market Value at least equal to the principal amount of the loan
               shall be pledged by the Grantee to the Company as security for
               payment of the unpaid balance of the loan and such pledge shall
               be evidenced by a pledge agreement, the terms of which shall be
               determined by the Committee, in its discretion; provided,
               however, that each loan shall comply with all applicable laws,
               regulations and rules of the Board of Governors of the Federal
               Reserve System and any other governmental agency having
               jurisdiction.

                    (i) OTHER PROVISIONS. The Option Agreements evidencing
               Options under the Plan shall contain such other terms and
               conditions, not inconsistent with the Plan, as the Committee may
               determine.

                    (j) EXERCISE OF OPTIONS. A Grantee who decides to exercise
               an Option in whole or in part shall give notice to the Secretary
               of the Company of such exercise in writing on a form approved by
               the Committee. Such notice shall specify the manner in which the
               Grantee will make payment of the Option Price.

7.   Nonqualified Stock Options

                         7.1 Options intended to constitute Nonqualified Stock
                    Options shall be subject only to the general terms and
                    conditions specified in Section 6 hereof.

                         7.2 Any 102 Securities which shall be granted to
                    employees of the Company (or if required by law) shall be
                    issued to a trustee nominated by the Board or the Committee
                    (in accordance with the provisions of Section 102) (the
                    "Trustee") and held for the benefit of the optionees for a
                    period of not less than two years (24 months) from the date
                    of grant. The Trustee may also hold in trust any shares
                    issued upon exercise of such 102 Stock Options pursuant to
                    the provisions of Section 102.

8.   Incentive Stock Options

     Options intended to constitute Incentive Stock Options shall be subject to
     the following special terms and conditions, in addition to the general
     terms and conditions specified in Section 6 hereof.

               (a) VALUE OF SHARES. The aggregate Fair Market Value (determined
          as of the date the Incentive Stock Option is granted) of the shares of
          equity securities of the Company with respect to which Incentive Stock
Options granted under this Plan and all other option plans of any
          Parent or Subsidiary become exercisable for the first time by each
          Grantee during any calendar year shall not exceed $100,000. To the
          extent that the aggregate fair market value of shares with respect to
          which Incentive Stock Options are exercisable for the first time by
          any Grantee during any calendar year exceeds $100,000, such Option
          shall be treated as a NonQualified Stock Option. The foregoing shall
          be applied by taking options into account in the order in which they
          were granted, with the fair market value of any share to be determined
          at the time of the grant of the Option. In the event the foregoing
          results in a portion of an Incentive Stock Option exceeding the
          $100,000 limitation, only such excess shall be treated as a
          Non-Qualified Stock Option.

               (b) TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock
          Option granted to a Ten Percent Stockholder, (i) the Option Price
          shall not be less than one hundred and ten percent (110%) of the Fair
          Market Value of the shares of Ordinary Shares on the date of grant of
          such Incentive Stock Option and (ii) the exercise period shall not
          exceed five (5) years from the date of grant of such Incentive Stock
          Option.

9.   Restricted Stock

     The Committee may award shares of Restricted Stock to any eligible
     individual. Each award of Restricted Stock under the Plan shall be
     evidenced by an instrument, in such form as the Committee shall from time
     to time approve (the "Restricted Stock Agreement"), and shall comply with
     the following terms and conditions (and with such other terms and
     conditions not inconsistent with the terms of this Plan as the Committee,
     in its discretion, shall establish including, without limitation, the
     requirement that a Grantee provide consideration for Restricted Stock upon
     the lapse of restrictions):

               (a) The Committee shall determine the number of shares of
          Ordinary Shares to be issued to the Grantee pursuant to the award.

               (b)(i) Shares of Restricted Stock may not be sold, assigned,
          transferred, pledged, hypothecated or otherwise disposed of, except by
          will or the laws of descent and distribution, for such period as the
          Committee shall determine from the date on which the award is granted
          (the "Restricted Period"). The Committee may also impose such other
          restrictions and conditions on the shares as it deems appropriate
          including the satisfaction of performance criteria. Certificates for
          shares of stock issued pursuant to Restricted Stock awards shall bear
          an appropriate legend referring to such restrictions, and any
attempt to dispose of any such shares of stock in contravention of
          such restrictions shall be null and void and without effect. During
          the Restricted Period, such certificates shall be held in escrow by an
          escrow agent appointed by the Committee. In determining the Restricted
          Period of an award, the Committee may provide that the foregoing
          restrictions shall lapse with respect to specified percentages of the
          awarded shares on successive anniversaries of the date of such award.

               (ii) The Committee may adjust the performance goals to take into
          account changes in law and accounting and tax rules and to make such
          adjustments as the Committee deems necessary or appropriate to reflect
          the inclusion or exclusion of the impact of extraordinary or unusual
          items, events or circumstances, provided that no adjustment shall be
          made which will result in an increase in the compensation of any
          Grantee whose compensation is subject to the limitation on
          deductibility under Section 162(m) of the Internal Revenue Code, as
          amended, or a successor provision, for the applicable year. The
          Committee also may adjust the performance goals by reducing the amount
          to be received by any Grantee pursuant to an award if and to the
          extent that the Committee deems it appropriate.

               (c) Subject to such exceptions as may be determined by the
          Committee, if the Grantee's continuous employment with, or performance
          of, service for, the Company or any Parent or Subsidiary shall cease
          for any reason prior to the expiration of the Restricted Period of an
          award, any shares remaining subject to restrictions (after taking into
          account the provisions of Subsection (e) of this Section 9) shall be
          converted into deferred stock.

               (d) During the Restricted Period the Grantee shall possess all
          incidents of ownership of such shares, subject to Subsection (b) of
          this Section 9, including the right to receive dividends with respect
          to such shares and to vote such shares.

               (e) The Committee shall have the authority (and the Restricted
          Stock Agreement may so provide) to cancel all or any portion of any
          outstanding restrictions prior to the expiration of the Restricted
          Period with respect to any or all of the shares of Restricted Stock
          awarded on such terms and conditions as the Committee shall deem
          appropriate.

               (f) OTHER STOCK-BASED AWARDS The Committee may grant other awards
          under the Plan pursuant to which shares of Ordinary Shares (which may,
          but need not, be shares of Restricted Stock pursuant to Section 9
hereof) are or may in the future be acquired, or awards denominated in
          stock units, including ones values using measures other than market
          value. The Committee may also grant stock appreciation rights without
          the grant of an accompanying option, which rights shall permit the
          Grantees to receive, at the time of any exercise of such rights, cash
          equal to the amount by which the fair market value of all shares of
          Ordinary Shares in respect to which the right was granted exceeds the
          exercise price thereof. Such other stock based awards may be granted
          alone, in addition to, or in tandem with any award of any typed
          granted under the plan and must be consistent with the purposes of the
          Plan.

        Limitations and Conditions.

               (i) In the event that the Company makes an acquisition or is a
          party to a merger or consolidation and the Company assumes the options
          or other awards consistent with the purpose of this Plan of the
          Company acquired, merged or consolidated which are administered
          pursuant to this Plan, shares of Ordinary Shares subject to the
          assumed options or other awards shall not count as part of the total
          number of shares of Ordinary Shares that may be made subject to awards
          under this Plan.

               (ii) Any shares that have been made subject to an award that
          cease to be subject to the award (other than by reason of exercise or
          payment of the award to the extent it is settled in shares) shall
          again be available for award and shall not be considered as having
          been theretofore made subject to award.

               (iii) Nothing contained herein shall affect the right of the
          Company to terminate any Grantee's employment at any time or for any
          reason.

10.  Effect of Certain Changes

               (a) If there is any change in the shares of Ordinary Shares
          through the declaration of stock dividends, recapitalization, stock
          splits, or combinations or exchanges of such shares, or other similar
          transactions, the number of shares, or other similar transactions, the
          number of shares of Ordinary Shares available for awards, the number
          of such shares covered by outstanding awards, and the price per share
          of Options shall be proportionately adjusted by the Committee to
          reflect such change in the issued shares of Ordinary Shares; provided,
          however, that any fractional shares resulting from such adjustment
          shall be eliminated.
(b) In the event of the dissolution or liquidation of the Company
          or in the event of any corporate separation or division, including,
          but not limited to, split-up, split-off or spin-off or in the event of
          other similar transactions, the Committee may provide that:

                    (i) the Grantee of any award hereunder shall have the right
               to exercise an Option (at its then Option price) or to receive in
               respect of other types of awards the kind and amount of shares of
               stock and other securities, property, cash or any combination
               thereof receivable upon such dissolution, liquidation, or
               corporate separation or division by a Grantee of the number of
               shares of Ordinary Shares subject to such award for which such
               award might have been exercised or realized immediately prior to
               such dissolution, liquidation, or corporate separation or
               division; or

                    (ii) each award granted under the Plan shall terminate as of
               a date to be fixed by the Committee and that not less than thirty
               (30) days' written notice of the date so fixed shall be given to
               each Grantee, who shall have the right, during the period of
               thirty (30) days preceding such termination, to exercise or
               otherwise realize with respect to such awards all or any part of
               the shares of Ordinary Shares and other securities, property,
               cash or any combination thereof, covered thereby.

          In the event of a proposed sale of all or substantially all of the
          assets of the Company or the merger of the Company with or into
          another corporation, any award then outstanding shall be assumed or an
          equivalent award shall be substituted by such successor corporation or
          a parent or subsidiary of such successor corporation, unless such
          successor corporation does not agree to assume the award or to
          substitute an equivalent award, in which case the Committee shall, in
          lieu of such assumption or substitution, provide for the realization
          of such outstanding awards in the manner set forth in subsections
          10(b)(i) or 10(b)(ii) above.

               (c) In the event of a change in the Ordinary Shares of the
          Company as presently constituted that is limited to a change of all of
          its authorized shares of Ordinary Shares into the same number of
          shares with a different par value or without par value, the shares
          resulting from any such change shall be deemed to be the Ordinary
          Shares within the meaning of the Plan.

               (d) Except as herein before expressly provided in this Section
          10, the Grantee of an award hereunder shall have no
rights by reason of any subdivision or consolidation of shares of
          stock of any class or the payment of any stock dividend or any other
          increase or decrease in the number of shares of stock of any class or
          by reason of any dissolution, liquidation, merger, or consolidation or
          spin-off of assets or stock of another company; and any issue by the
          Company of shares of stock of any class, or securities convertible
          into shares of stock of any class, shall not affect, and no adjustment
          by reason thereof shall be made with respect to, the number or price
          of shares of Ordinary Shares subject to an award. The grant of an
          award pursuant to the Plan shall not affect in any way the right or
          power of the Company to make adjustments, reclassifications,
          reorganizations or changes of its capital or business structures or to
          merge or to consolidate or to dissolve, liquidate or sell, or transfer
          all or part of its business or assets or engage in any similar
          transactions.

11.  Surrender and Exchanges of Awards

     The Committee may permit the voluntary surrender of all or a portion of any
     Option granted under the Plan or any option granted under any other plan,
     program or arrangement of the Company or any subsidiary ("Surrendered
     Option"), to be conditioned upon the granting to the Grantee of a new
     Option for the same number of shares of Ordinary Shares as the Surrendered
     Option, or may require such voluntary surrender as a condition precedent to
     a grant of a new Option to such Grantee. Subject to the provisions of the
     Plan, such new Option may be an Incentive Stock Option or a Nonqualified
     Stock Option and shall be exercisable at the price, during such period and
     on such other terms and conditions as are specified by the Committee at the
     time the new Option is granted. The Committee may also grant Restricted
     Shares in exchange for Surrendered Options to any holder of such
     Surrendered Option.

12.  Period During which Options may be Granted

     Awards may be granted pursuant to the Plan from time to time within a
     period of ten (10) years from the date the Plan is adopted by the Board, or
     the date the Plan is approved by the shareholders of the Company, whichever
     is earlier.

13.  Nontransferability of Awards

     Awards granted under the Plan shall not be transferable otherwise than by
     will or by the laws of descent and distribution, other than pursuant to a
     valid qualified domestic relations order issued by a court pursuant to
     Section 414(p) of the Code, and awards may be exercised or otherwise
     realized, during the lifetime of the Grantee, only by the Grantee.

14.  Approval of Shareholders
The Plan shall take effect upon its adoption by the Board but the Plan (and
     any grants of awards made prior to the shareholder approval mentioned
     herein) shall be subject to the approval of the holder(s) of a majority of
     the issued and outstanding shares of voting securities of the Company
     entitled to vote, which approval must occur within twelve months of the
     date the Plan is adopted by the Board.

15.  Agreement by Grantee Regarding Withholding Taxes

     If the Committee shall so require, as a condition of exercise of an Option
     or other realization of an award, each Grantee shall agree that no later
     than the date of exercise or other realization of an award granted
     hereunder, the Grantee will pay to the Company or make arrangements
     satisfactory to the Committee regarding payment of any federal, state or
     local taxes of any kind required by law to be withheld upon the exercise of
     an Option or other realization of an award. Alternatively, the Committee
     may provide that a Grantee may elect, to the extent permitted or required
     by law, to have the Company deduct federal, state and local taxes of any
     kind required by law to be withheld upon the exercise of an Option or
     realization of any award from any payment of any kind due to the Grantee.

16.  Amendment and Termination of the Plan

     The Board at any time and from time to time may suspend, terminate, modify
     or amend the Plan; provided, however, that any amendment that would
     increase the aggregate number of Ordinary Shares as to which awards may be
     granted under the Plan or materially increase the benefits accruing to
     Grantees under the Plan or change the class of employees eligible for
     participation in the Plan or reduce the basis upon which the minimum Option
     Price is determined or extend the period within which awards under the Plan
     may be granted or provide for an Option that is exercisable more than 10
     years after the date it is granted (except in the event of death) shall be
     subject to the approval of the holders of a majority of the Ordinary Shares
     issued and outstanding, except that any such increase or modification that
     may result from adjustments authorized by Section 10 hereof shall not
     require such approval. Except as provided in Section 10 hereof, no
     suspension, termination, modification or amendment of the Plan may
     adversely affect any award previously granted, unless the written consent
     of the Grantee is obtained.

17. Rights as a Shareholder

     Except as provided in Section 9(d) hereof, a Grantee or a transferee of an
     award shall have no rights as a shareholder with respect to any shares
     covered by the award until the date of the issuance of a stock certificate
to him or her for such shares. No adjustment shall be made for dividends
     (ordinary or extraordinary, whether in cash, securities or other property)
     or distribution of other rights for which the record date is prior to the
     date such stock certificate is issued, except as provided in Section 10
     hereof.

18.  No Rights to Employment

     Nothing in the Plan or in any award granted or Agreement entered into
     pursuant hereto shall confer upon any Grantee the right to continue in the
     employ of the Company or any subsidiary or to be entitled to any
     remuneration or benefits not set forth in the Plan or such Agreement or to
     interfere with or limit in any way the right of the Company or any such
     subsidiary to terminate such Grantee's employment or services. Awards
     granted under the Plan shall not be affected by any change in duties or
     position of a Grantee as long as such Grantee continues in the employ of
     the Company or any subsidiary.

19.  Beneficiary

     A Grantee may file with the Committee a written designation of a
     beneficiary on such form as may be prescribed by the Committee and may,
     from time to time, amend or revoke such designation. If no designated
     beneficiary survives the Grantee, the executor or administrator of the
     Grantee's estate shall be deemed to be the Grantee's beneficiary.

20.  Governing Law

     The Plan and all determinations made and actions taken pursuant hereto
     shall be governed by the laws of the State of New York.

21.  Effective Date and Duration of the Plan

     This Plan shall be effective on and as of 1/1/98, subject to the approval
     of the Plan by the shareholders of the Company, and shall terminate on the
     tenth anniversary of such date.