Exhibit 4.8



                      ISG INTERNATIONAL SOFTWARE GROUP LTD.
                             1994 STOCK OPTION PLAN

        1. Purpose of Plan. The 1994 Stock Option Plan (the "Plan") is intended
as an incentive to retain, on the Board of Directors and in the employ of ISG
International Software Group Ltd. (the "Company") and its subsidiaries, persons
of training, experience, and ability, to attract new directors, consultants and
employees whose services are considered unusually valuable, to encourage the
sense of proprietorship of such persons, and to stimulate the active interest of
such persons in the development and financial success of the Company. Stock
options ("Options") granted under the Plan may contain such terms as will
qualify the options as incentive stock options ("ISOs") within the meaning of
Section 422(b) of the United States Internal Revenue Code of 1986, as amended
(the "Code").

        2. Administration of Plan. The Board of Directors (the "Board") or a
Stock Option Committee (the "Committee") appointed and maintained by the Board
shall have the power to administer the Plan. The Committee shall consist of at
least two members who shall serve at the pleasure of the Board, and any member
of such Committee shall be eligible to receive Options under the Plan while
serving on the Committee, unless otherwise specified herein. The Board or the
Committee shall have full power and authority: (i) to designate participants;
(ii) to designate Options or any portion thereof as ISOs; (iii) to determine the
terms and provisions of respective option agreements (which need not be
identical) including, but not limited to, provisions concerning the time or
times when and the extent to which the Options may be exercised and the nature
and duration of restrictions as to transferability or restrictions constituting
substantial risk of






forfeiture; (iv) to accelerate the right of an optionee to exercise in whole or
in part any previously granted ISO; and (v) to interpret the provisions and
supervise the administration of the Plan.

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

        All decisions and selections made by the Board or the Committee pursuant
to the provisions of the Plan shall be made by a majority of its members except
that no member of the Board or Committee shall vote on, or be counted for quorum
purposes, with respect to any proposed action of the Board or Committee relating
to any Option to be granted to that member. Any decision reduced to writing and
signed by a majority of the members who are authorized to make such decision
shall be fully effective as if it had been made by a majority at a meeting duly
held.

        Each member of the Board or the Committee shall be indemnified and held
harmless by the Company against any cost or expense (including counsel fees)
reasonably incurred by him or liability (including any sum paid in settlement of
a claim with the approval of the Company) arising out of any act or omission to
act in connection with the Plan unless arising out of such member's own fraud or
bad faith, to the extent permitted by applicable law. Such indemnification shall
be in addition to any rights of indemnification the members may have as
directors or otherwise under the memorandum of association of the Company, any
agreement, any vote of stockholders or disinterested

                                       2




directors, or otherwise.

        3. Designation of Participants. The persons eligible for participation
in the Plan as recipients of Options shall include only employees of, or
consultants to, the Company or of any subsidiary of the Company. Directors of
the Company who are not employees of the Company shall also be eligible for
participation in the Plan as recipients of Options (but not ISOs). A person who
has been granted an Option hereunder may be granted additional Options, if the
Board or the Committee shall so determine.

        4. Stock Reserved for Plan. Subject to adjustment as provided in
paragraph 6 hereof, a total of 500,000 Ordinary Shares, NIS 0.1 par value, of
the Company ("Stock") shall be subject to the Plan. The shares subject to the
Plan shall consist of unissued shares, and such number of shares shall be, and
hereby is, reserved for sale for such purpose. Any of such shares which may
remain unsold and which are not subject to outstanding options at the
termination of the Plan shall cease to be reserved for the purpose of the Plan,
but until termination of the Plan the Company shall at all times reserve a
sufficient number of shares to meet the requirements of the Plan. Should any
Option for any reason expire or be canceled prior to its exercise or
relinquishment in full, the shares theretofore subject to such Option may again
be subjected to an Option under the Plan.

        5. Option Price. (a) The purchase price of each share subject to an ISO
shall not be less than 100% (or 110%, if at the time of grant the optionee owns
more than 10% of the voting stock of the Company) of the Fair Market Value of
such share (as defined in paragraph (b)) on the date the ISO is granted. The
purchase price of each share subject to an Option or any portion thereof which
is not designated as an ISO shall not be less than 75% of the Fair Market Value
of such share on the date the Option is granted and in no

                                       3




event shall the purchase price be less than the par value of the Stock.

        (b) The Fair Market Value of a share on a particular date shall be the
mean between the highest and lowest quoted selling prices on such date (the
valuation date) on the securities market where the Stock is principally traded.
If there were no sales on the valuation date, but there were sales within a
reasonable period both before or after that date, the Fair Market Value shall be
determined by taking a weighted average of the mean between the highest and
lowest selling prices on the nearest date before and the nearest date after the
valuation date. This average must be weighted inversely by the respective
numbers of trading days between the selling dates and the valuation date. If the
fair market value cannot be determined under the preceding three sentences, it
shall be determined in good faith by the Board or the Committee.

        (c) The option price shall be payable upon the exercise of the Option in
cash, by check, or other form satisfactory to the Board or the Committee.

        (d) The proceeds of the sale of the Stock subject to an Option are to be
added to the general funds of the Company and used for its corporate purposes.

        6. Adjustments. (a) If the Company is separated or reorganized, or
merged, consolidated or amalgamated with or into another corporation while
unexercised Options remain outstanding under the Plan, there shall be
substituted for the shares subject to the unexercised portions of such
outstanding Options an appropriate number of shares of each class of stock or
other securities of the separated or reorganized, or merged, consolidated or
amalgamated corporation which were distributed to the shareholders of the
Company in respect of such shares; provided, however, that all such Options may
be exercised in full by the optionees as of the effective date of any such
separation, reorganization, merger,

                                       4




consolidation or amalgamation, by the optionees' giving notice in writing to the
Company of their intention to so exercise.

        (b) If the Company is liquidated or dissolved while unexercised Options
remain outstanding under the Plan, then all such outstanding Options may be
exercised in full by the optionees as of the effective date of any such
liquidation or dissolution of the Company, without regard to any vesting
requirement imposed pursuant to the provisions of paragraph 7(a), by the
optionees' giving notice in writing to the Company of their intention to so
exercise.

        (c) If the outstanding shares of Stock shall at any time be changed or
exchanged by declaration of a stock dividend, stock split, combination or
exchange of shares, recapitalization, extraordinary dividend payable in stock of
a corporation other than the Company, or otherwise in cash, or any other like
event by or of the Company, and as often as the same shall occur, then the
number, class and kind of shares subject to this Plan or subject to any Options
theretofore granted, and the option prices, shall be appropriately and equitably
adjusted so as to maintain the proportionate number of shares without changing
the aggregate option price; provided, however, that no adjustment shall be made
by reason of the distribution of subscription rights on outstanding stock.

        7. Term and Exercise of Options. (a) Each Option granted under this Plan
shall be exercisable on the date and for the number of shares as shall be
provided in the option agreement evidencing the Option and setting forth the
terms thereof. Such option agreement may provide that the optionee must complete
a minimum number of years of service with the Company prior to exercising in
whole or in part any previously granted Option. However, (i) no Option shall be
exercisable after the expiration of ten years from

                                       5




the date of grant, and (ii) no ISO granted to a person who at the time of grant
owns more than 10% of the voting stock of the Company may be exercisable after
the expiration of five years from the date of grant.

        (b) Options granted under the Plan shall not be transferable by
optionees other than by will or the laws of descent and distribution, and during
an optionee's lifetime shall be exercisable only by that optionee.

        (c) Options may not be exercised after the termination of employment
and/or service as a director unless (i) prior to the date of such termination,
the Board or the Committee shall authorize, in the relevant option agreement or
otherwise, an extension of the term of all or part of the Option beyond the date
of such termination for a period not to exceed the period during which the
Option by its terms would otherwise have been exercisable, (ii) termination is
without cause, in which event any Options still in force and unexpired may be
exercised within a period of 90 days from the date of such termination, but only
with respect to the number of shares purchasable at the time of such
termination, (iii) termination is the result of death or disability, in which
event any Options still in force and unexpired may be exercised within a period
of six (6) months from the date of termination, but only with respect to the
number of shares purchasable at the time of such termination, or (iv)
termination of employment is the result of retirement under any deferred
compensation agreement or retirement plan of the Company or of any subsidiary of
the Company, while Options granted hereunder are still in force and unexpired,
in which case the Board or Committee shall have the discretion to permit any
unmatured installments of the Options to be accelerated as of the later of the
date of retirement or a date one year following the date of grant, and the
Options shall thereupon be exercisable

                                        6




        in full.

        (d) The holders of Options shall not be or have any of the rights or
privileges of shareholders of the Company in respect of any shares purchasable
upon the exercise of any part of an Option unless and until, following exercise,
certificates representing such shares shall have been issued by the Company to
such holders.

        (e) Any form of option agreement authorized by the Plan may contain such
other provisions as the Board or the Committee may, from time to time, deem
advisable. Without limiting the foregoing, the Board or the Committee may, with
the consent of the optionee, from time to time cancel all or any portion of any
Option then subject to exercise, and the Company's obligation in respect of such
Option may be discharged by (i) payment to the optionee of an amount in cash
equal to the excess, if any, of the Fair Market Value of the shares at the date
of such cancellation subject to the portion of the Option so canceled over the
aggregate purchase price of such shares, (ii) the issuance or transfer to the
optionee of shares of Stock with a Fair Market Value at the date of such
transfer equal to any such excess, or (iii) a combination of cash and shares
with a combined value equal to any such excess, all as determined by the Board
or the Committee in its sole discretion.

        (f) Options shall be exercised by the optionee by giving written notice
to the Company, which exercise shall be effective upon receipt of such notice by
the Secretary of the Company at its principal office. The notice shall specify
the number of shares with respect to which the Option is being exercised.

        8. Maximum ISO Award. The aggregate Fair Market Value of Stock
(determined as of the date of the grant of options) with respect to which ISOs
are

                                       7




exercisable for the first time by any optionee during any calendar year shall
not exceed the limitation provided under Section 422(d) of the Code.

        9. Purchase for Investment. Unless shares of Stock covered by the Plan
have been registered under the United States Securities Act of 1933, as amended,
or the Company has determined that such registration is unnecessary, each person
exercising an Option under the Plan may be required by the Company to give a
representation in writing that he is acquiring such shares for his own account,
for investment and not with a view to, or for sale in connection with, the
distribution of any part thereof.

        10. Term Date of Plan. The Plan shall be effective as of October 31,
1994, and shall terminate on November 1, 2004.

        11. Approval of Stockholders. The Plan shall be subject to approval by
the vote of stockholders holding at least a majority of the voting stock of the
Company voting in person or by proxy at a duly held stockholders' meeting, or by
written consent of a majority of all the stockholders, within twelve (12) months
after the adoption of the Plan by the Board and shall take effect as of the date
of adoption by the Board upon such approval. The Board or the Committee may
grant options under the Plan prior to such approval, but any such option shall
become effective as of the date of grant only upon such approval and,
accordingly, no such option may be exercisable prior to such approval.

        12. Amendments or Termination. The Board may amend, alter, or
discontinue the Plan, except that no amendment or alteration shall be made which
would impair the rights of the holder of any Option theretofore granted without
his consent, and except that no amendment or alteration shall be made which,
without the approval of the shareholders, would:

                                        8






        (a) Change the class of persons eligible to participate in the Plan as
provided in Section 3;

        (b) Decrease the option price provided in Section 5;

        (c) Increase the total number of shares reserved for the purposes of the
Plan, except as is provided in Section 6; or

        (d) Extend the option period provided for in Section 7.

        13. No Special Employment Rights. Nothing contained in the Plan or in
any Option shall confer upon any optionee any right with respect to the
continuation of his or her employment by the Company (or any subsidiary) or
interfere in any way with the right of the Company (or any subsidiary), subject
to the terms of any separate employment agreement to the contrary, at any time
to terminate such employment or to increase or decrease the compensation of the
optionee from the rate in existence at the time of the grant of an Option.

        14. Withholding. The Company's obligation to deliver shares upon the
exercise of any Option granted under the Plan shall be subject to the optionee's
satisfaction of all applicable Federal, state and local income and employment
tax withholding requirements. The Company and optionee may agree to withhold
shares of Stock purchased upon exercise of an Option to satisfy the
above-mentioned withholding requirements. With the approval of the Board or the
Committee, which shall have sole discretion to grant, and on such terms and
conditions as the Board or the Committee may impose, the optionee may satisfy
the foregoing condition by electing to have the Company withhold from delivery
shares having a value equal to the amount of tax to be withheld. The Board or
the Committee shall also have the right to require that shares be withheld from
delivery to

                                       9




satisfy such condition.

        15. Government Regulations The Plan, and the granting and exercise of
Options hereunder, and the obligation of the Company to sell and deliver shares
or cash under such Options, shall be subject to all applicable laws, rules, and
regulations, including the Code and the registration of the shares under the
United States Securities Act of 1933, and to such approvals by any governmental
agencies or national securities exchanges as may be required.

        16. Governing Law. This Plan shall be deemed made in Israel and shall be
governed by and construed and enforced in accordance with the laws of Israel
applicable to contracts made and to be performed therein, without giving effect
to the principles of conflict of laws.









                                       10