EXHIBIT 10.1
September 7, 2000
Prof. Jacob A. Frenkel
Thorney Court Apartment 6B
Palace Gate, Kensington
London W8 5NJ
United Kingdom
Dear Prof. Frenkel,
This is to confirm to you that the Compensation Committee of the
Company resolved that with respect to the options granted or to be granted
to you or to an entity of which you and/or members of your immediate family
are owners or otherwise beneficiaries, pursuant to the shareholders
approval at the Company's 2000 Annual General Meeting of May 30, 2000, that
the definition of the term "Change in Control", which is incorporated by
reference to the Company's 1999 Share Option Plan, the "20%" used in clause
(i) of such definition (in Article VI of the Plan ("acquisition of voting
securities")), is be replaced with - "10%".
Sincerely yours,
Yacha Sutton
Chief Executive Officer
