MSQ LTD. 2005 SHARE OPTION PLAN

Exhibit 10.1

Final 18.1.2005

2005 SHARE OPTION PLAN

(STAMP)

1 .  Purpose

     The purpose of this Share Option Plan is to secure for Msq Ltd. and its shareholders the benefits arising from ownership of share capital by employees, officers directors and consultants of the Company and its Affiliates (as defined below), who are expected to contribute to the Company’s future growth and success.

2.  Definitions

2.1 Defined Terms

     Initially capitalized terms, as used in this Plan, shall have the meaning ascribed thereto as set forth below:

		“Administrator”				means the Board of Directors of the Company, or a committee to which the Board of Directors shall have delegated power to act on its behalf with respect to the Plan or the CEO of the Company.
		“Affiliate(s)”				means a present or future company that either (i) Controls Msq Ltd. or is Controlled by Msq Ltd.; or (ii) is Controlled by the same person or entity that Controls Msq Ltd.
		“Allocate” or “Allocated”				with respect to Options, means the allocation of Options by the Company to the Trustee on behalf of a Participant.
		“Cause”				means, when used in connection with the termination of a Participant’s employment with, or service to the Company or an Affiliate, as a result of a basis for termination, including, but not limited to:
						dishonesty toward the Company or Affiliate, insubordination, substantial malfeasance or nonfeasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or Affiliate; or, any substantial breach by the Participant of (i) his or her employment or service agreement or (ii) any other obligations toward Company or Affiliate.
		“Commencement Date”				means the date of commencement of the vesting schedule with respect to a Grant of Options which, unless otherwise determined by the Administrator, shall

						be the date on which such Grant of Options shall be Allocated.
		“Company”				Means MSQ LTD., a company incorporated under the laws of the State of Israel.
		“Consultant”				means an Israeli resident who is not entitled to receive Options under Section 102, on behalf of whom an Option is Granted under Section 3i.
		“Control“or “Controlled”				shall have the meaning ascribed thereto in Section 102.
		“Disability”				means total and permanent physical or mental impairment or sickness of a Participant, making it impossible for the Participant to continue such Participant’s employment with or service to the Company or Affiliate.
		“Exercise Price”				means, the price determined by the Administrator in accordance with Section 7.1 below which is to be paid to the Company in order to exercise a Granted Option and convert such Option into an Underlying Share.
		“Grant Letter”				means a letter from the Company or Affiliate to a Participant in which the Participant is notified of the decision to Grant to the Participant Options according to the terms of the Plan. The Grant Letter shall specify (i) the Tax Provision under which the Option is Granted; (ii) the Tax Track that the Company chose according to Section 11 of the Plan (if applicable); (iii) the Exercise Price; (iv) the vesting Schedule; and (v) the number of Options Granted to the Participant.
		“Grant of Options”				with respect to Options, means the grant of Options by the Company to a Participant pursuant to a Letter of Grant
		“Holding Period”				means with regard to Options Granted under Section 102, the period in which the Allocated Options granted to a Participant or, upon exercise thereof the Underlying Shares, are to be held by the Trustee on behalf of the Participant, in accordance with Section 102, and pursuant to the Tax Track which the Company selects.
		“IPO”				means the initial public offering of shares of the Company and the listing of such shares for trading on any recognized stock exchange or over-the-counter or computerized securities trading system.
		“Israeli				means an Israeli resident who is an employee, officer or

		Participant”				director of the Company or any Affiliate (provided that such person does not Control the Company as such term is defined in the Tax Ordinance), on behalf of whom an Option is Granted pursuant to Section 102.
		“Law”				means the laws of the State of Israel as are in effect from time to time.
		“Merger Transaction”				(i) a sale of all or substantially all of the assets of the Company; or (ii) a sale (including an exchange) of all or substantially all of the shares of the capital stock of the Company; or (iii) a merger, consolidation or like transaction of the Company with or into another corporation.
		“Notice of Exercise”				shall have the meaning set forth in Section 7.4 below.
		“Option”				means an option to purchase one Share of the Company.
		“Non-Qualified Israeli Participant”				means an Israeli resident who is not qualified to receive Options under the provisions of Section 102, on behalf of whom an Option is Granted pursuant to Section 3i.
		“Participant”				means an Israeli Participant, or a Non-Qualified Israeli Participant, or a Consultant.
		“Plan” or “Option Plan”				means this Share Option Plan, as may be amended from time to time.
		“Retirement”				means the termination of a Participant’s employment as a result of his or her reaching the earlier of (i) the age of retirement as defined by Law; or (ii) the age of retirement specified in the Participant’s employment agreement.
		“Section 102”				means Section 102 of the Tax Ordinance.
		“Section 102 Rules”				means the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003.
		“Section 3(i)” or “Section 3(i) Rules”				means section 3(i) of the Israeli Tax Ordinance and the applicable rules thereto or under applicable regulations.
		“Share(s)”				means an ordinary share of the Company, having a par value of NIS 0.01.
		“Subsidiary”				means a subsidiary of the Company as defined in the Code.
		“Tax Ordinance”				means the Israeli Income Tax Ordinance [New Version],

						1961, as amended, and any regulations, rules, orders or procedures promulgated thereunder.
		“Tax Track”				means one of the three tax tracks described under Section 102, specifically: (1) the “Capital Gains Track Through a Trustee”; (2) “Income Tax Track Through a Trustee”; or (3) the “Income Tax Track Without a Trustee”; each as defined in Sections 11.1-11.2 of this Plan, respectively.
		“Tax Provision”				means, with respect to the Grant of Options, the provisions of one of the three Tax Tracks in Section 102, or the provisions of 3i.
		“Term of the Options”				means, with respect to Granted but unexercised Options, the time period set forth in Section  9 below.
		“Trustee”				means a Trustee appointed by the Company to hold in trust, Allocated Options and the Underlying Shares issued upon exercise of such Options, on behalf of Participants.
		“Underlying Shares”				means Shares issued or to be issued upon exercise of Granted Options all in accordance with the Plan.

     2.2 General

Without derogating from the meanings ascribed to the capitalized terms above, all singular references in this Plan shall include the plural and vice versa, and reference to one gender shall include the other, unless otherwise required by the context.

      3 .  Shares Available for Options

The total number of Underlying Shares reserved for issuance under the Plan and any modification thereof, shall be determined from time to time by the Board of Directors of the Company. Such number of Shares shall be subject to adjustment as required for the implementation of the provisions of the Plan, in accordance with Section 4 below.

In the event that Options Allocated under the Plan expire or otherwise terminate in accordance with the provisions of the Plan, such expired or terminated Options shall become available for future Grants and Allocations under the Plan.

      4 .  Adjustments

In the event that any dividend or other distribution (whether in the form of Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits

intended to be made available under the Plan, may (in its sole discretion) adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Option or Share Purchase Right. Upon the occurrence of any such adjustment, references in this Plan to Shares and Underlying Shares shall be construed to mean the Shares of the Company subject to the Plan as so determined by the Administrator, following such adjustment. No such adjustments shall be maid in the event of the distribution of cash dividends.

If the change in capitalization is the distribution of a cash dividend, the Company shall transfer to the Trustee the amount of dividend resulting from the Underlying Shares held by the Trustee for the benefit of Participants in accordance with the provisions of this Plan. The Trustee shall deduct all applicable taxes from the dividend amount and transfer the remaining dividend amount to such Participants.

5.		Administration of the Plan
5.1		Power

Subject to the Law, the Articles of Association of the Company, and any resolution to the contrary by the Company’s Board of Directors, the Administrator is authorized, in its sole and absolute discretion, to exercise all powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan; including, without limitation,

(A)

to determine:

	(i)		the Participants in the Plan, and the number of Options to be Granted for each Participant’s benefit (subject to the approval of the Board of Directors if such approval is required by Law);
	(ii)		the time or times at which Options shall be Granted;
	(iii)		the Exercise Price for any Granted Option;
	(iv)		whether, to what extent, and under what circumstances an Option may be settled, canceled, forfeited, exchanged, or surrendered;
	(v)		any terms and conditions in addition to those specified in the Plan under which an Option may be Granted; and
	(vi)		any measures, and to take actions, as deemed necessary or advisable for the administration and implementation of the Plan.

(B)

to interpret the provisions of the Plan and to take all actions resulting therefrom including without limitation;

(i)

subject to Section 7, to accelerate the date on which any Allocated Option under the Plan becomes exercisable;

	(ii)		to waive or amend Plan provisions relating to exercise of Options, including exercise of Options after termination of employment, for any reason; and
	(iii)		to amend any of the terms of the Plan, or any prior determinations of the Administrator;

5.2 Limitations

Notwithstanding the provisions of Section 5.1 above, no interpretations, determinations or actions of the Administrator shall contradict the provisions of applicable Law, and no waiver or amendment with respect to the Plan shall have a material adverse affect on any Participant’s rights in connection with any Granted Option under the Plan without receiving the consent of such Participant.

6.

Grant and Allocation of options

6.1 Conditions for grant of Options

     Options may be Granted at any time after:

	(A)		the grant has been approved by the necessary corporate bodies of the Company; and
	(B)		all other approvals, consents or requirements necessary by Law have been received or met.

6.2 Conditions for Allocation of Options

     Options may be Allocated at any time after:

	(A)		the Plan has been approved by the necessary corporate bodies of the Company; and
	(B)		30 days after a request for approval of the Plan has been submitted for approval to the Israeli Income Tax Authorities pursuant to the requirements of the Tax Ordinance; and
	(C)		all other approvals, consents or requirements necessary by Law have been received or met.

6.3 Date of grant or Allocation

	(a)		The date on which Options shall be deemed Granted under the Plan shall be the date on which the Company shall notify the Participant in a Grant Letter that such Options have been Granted to the Participant (“Date of Grant”).
	(b)		The date on which Options shall be deemed Allocated under the Plan shall be the date on which the Company shall notify the Trustee that such Options have been Allocated in the name of the Trustee on behalf of a Participant (“Date of Allocation”).

7.

Exercise of Options

7.1 Exercise Price

The Exercise Price per Underlying Share deliverable upon the exercise of an Option shall be determined by the Administrator. The Exercise Price shall be set forth in the Grant Letter.

7.2 Vesting Schedule

Unless otherwise determined by the Administrator, all Options Granted on a certain date shall, subject to continued employment with or service to the Company or Affiliate by the Participant, become vested and exercisable in accordance with the vesting schedule specified in the Grant Letter.

7.3 Minimum Exercise

An Option may not be exercised for fractional shares or for less than ten Shares in each exercise.

The exercise of a portion of the Options Grante