Exhibit 4.5

                                                               24 September 2000

                       PARTNER COMMUNICATIONS COMPANY LTD.
                         2000 EMPLOYEE SHARE OPTION PLAN

1.   Purpose
     -------

     This Partner Communications Company Ltd. 2000 Employee Share Option Plan,
     as amended from time to time, (the "Plan") is intended to promote the
     interests of Partner Communications Company Ltd. (the "Company") and its
     shareholders by providing employees of the Company with appropriate
     incentives and rewards to encourage them to enter into and continue in the
     employ of the Company and to acquire a proprietary interest in the
     long-term success of the Company. The Plan is designed to benefit from the
     provisions of Section 102 of the Israeli Income Tax Ordinance [New
     Version], 1961, as amended, and any regulations, rules, orders or
     procedures promulgated thereunder.

2.   Definitions
     -----------

     As used in the Plan, the following definitions shall apply to the terms
     indicated below:

     "Affiliate" means, with respect to any entity or person, any other entity
                 or person that, directly or indirectly, through one or more
                 intermediaries, controls, or is controlled by, or is under
                 common control with, such entity or person. The term "Control"
                 includes, without limitation, the possession, directly or
                 indirectly, of the power to direct the management and policies
                 of an entity, whether through the ownership of voting
                 securities, by contract or otherwise.

     "Cause"     when used in connection with the termination of a Participant's
                 employment by the Company, shall mean (a) the willful and
                 continued failure by the Participant to perform his duties
                 (including the duty of care and the fiduciary duty as set forth
                 in the Companies Law) and obligations to the Company (other
                 than any such failure resulting from Retirement or Disability,
                 as hereinafter defined or any such failure approved by the
                 Company, subject to applicable law) or (b) the willful engaging
                 by the Participant in misconduct which is injurious to the
                 Company, provided, however, that in each case the actions or
                 omissions of the Participant are sufficient to deny the
                 Participant severance payment under the Severance Payment Law,
                 1963

    "Commencement
    Date"        with respect to the vesting schedule of an Option, shall be the
                 date of grant of the Option, unless another date for the
                 commencement of the vesting schedule with respect to such
                 Option has been set by the Committee and written in the Grant
                 Instrument.


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    "Committee"  shall mean the Employee Stock Option Committee of the Board of
                 Directors of the company, as set forth in Section 4 below.

    "Company"    shall mean Partner Communications Company Ltd., a company
                 incorporated under the laws of the State of Israel.

    "Companies
    Law"         shall mean the Israeli Companies Law, 1999, as may be amended
                 from time to time.

    "Designated
    Beneficiary" of a Participant, shall mean the beneficiary designated by such
                 Participant or deemed as such Participant's Designated
                 Beneficiary pursuant to Section 22 hereto, upon the death of
                 the Participant.

    "Disability" shall mean any physical or mental condition which is recognized
                 as a disability pursuant to the employment practices adopted by
                 the Company and prevents the Participant from continuing to
                 work in his position or in a comparable one in the Company.
                 Determination of a Disability shall be made in consultation
                 with a physician selected by the Committee and shall be finally
                 and conclusively determined by the Committee in its absolute
                 discretion.

    "Exercise
    Period"      shall have the meaning set forth in Section 6.3 below.

    "Grant
    Instrument"  shall have the meaning set forth in Section 5.2 below.

    "Option"     shall mean an option to purchase one or more shares of the
                 Company granted pursuant to this Plan.

    "Option
    Exercise
    Price"       shall have the meaning set forth in Section 6.1 below.

    "Ordinary
    Shares"      shall mean ordinary shares of the Company.

    "Participant"shall mean an employee of the Company to whom an Option is
                 granted pursuant to the Plan, and, upon his death or legal
                 incapacity, his successors, heirs, executors and
                 administrators, as the case may be.

    "Plan"       shall mean this Partner Communications Company Ltd. 2000
                 Employee Share Option Plan, as amended from time to time.



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<PAGE>

    "Retirement" shall mean the termination of a Participant's employment as a
                 result of his reaching the earlier of (a) the legal age for
                 retirement and (b) the age for retirement identified in his
                 employment agreement.

    "Tax
    Ordinance"   shall mean the Israeli Income Tax Ordinance [New Version],
                 1961, as amended, and any regulations, rules, orders or
                 procedures promulgated thereunder.

    "Trustee"    shall have the meaning set forth in Section 8 below.

3.   Shares Subject to the Plan
     --------------------------

     3.1. Shares Available for Options. The Company has reserved 4,472,222
          authorized and unissued Ordinary Shares for issuance under the Plan
          (subject to adjustment as provided herein). In the event an Option
          granted to any Participant expires or otherwise terminates hereunder,
          shares reserved for issuance upon the exercise of such Option shall
          become available for issuance upon the exercise of any other Options
          which the Company may grant under the Plan.

     3.2 Adjustments. Upon the happening of any of the following events,
         a Participant's rights under any Option granted hereunder shall be
         adjusted as hereinafter provided:

         3.2.1.          In the event the Ordinary Shares shall be subdivided or
                         combined into a greater or smaller number of shares or
                         if, upon a merger, consolidation, reorganization or
                         similar event, the Ordinary Shares shall be exchanged
                         for other securities of the Company or of another
                         corporation, each Participant shall be entitled, upon
                         exercising a vested Option and subject to the
                         conditions herein stated, to be issued in respect of
                         the Option, such number of Ordinary Shares or amount of
                         other securities of the Company or such other
                         corporation as were exchangeable for the number of
                         Ordinary Shares which such Participant would have been
                         entitled to purchase had such event or events not
                         occurred, and appropriate adjustments shall be made in
                         the purchase price per share to reflect such
                         subdivision, combination or exchange, so that
                         Participants are not materially better or worse off as
                         a result of the relevant event.

         3.2.2.          In the event the Company shall issue any of its shares
                         or other securities as bonus shares upon or with
                         respect to its Ordinary Shares, each Participant upon
                         exercising such Option shall be issued by the Company
                         (for the exercise price payable upon such exercise),
                         the Ordinary Shares as to which he is exercising his
                         Option and, in addition thereto (at no additional
                         cost), such number of shares (rounded down to the
                         nearest whole number) of the class or classes in which
                         such bonus shares were distributed which he would have



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<PAGE>

                         received if he had been the holder of the Ordinary
                         Shares as to which he is exercising his Option at all
                         times between the date of issuance of such Option on
                         behalf of a Participant in the name of the Trustee and
                         the date of its exercise.

         3.2.3.          Upon the occurrence of any of the foregoing events, the
                         class and aggregate number of shares issuable pursuant
                         to the Plan (as set forth in Section 3.1 hereof), in
                         respect of which Options have not yet been granted,
                         shall also be appropriately adjusted, to the extent
                         necessary, to reflect the events specified in
                         Subsections 3.2.1 and 3.2.2 above.

         3.2.4.          The Committee shall determine the specific adjustments
                         to be made under this Section 3, and its determination
                         shall be conclusive.

4.   Administration of the Plan; Amendment or Termination of the Plan
     ----------------------------------------------------------------

     4.1. Committee. The Plan shall be administered by the Committee, which
          shall be appointed by and shall serve at the direction of the Board of
          Directors of the Company.

     4.2. Committee Actions. The Committee shall select one of its members as
          its Chairman and shall hold its meetings at such times and places as
          it shall determine. Actions at a meeting of the Committee at which a
          majority of its members are present, or acts reduced to or approved in
          writing by all members of the committee, shall be the valid acts of
          the Committee. The Committee shall keep records of its meetings and
          shall make such rules and regulations for the conduct of its business
          as it deems advisable.

     4.3. Authority of Committee. The Committee shall have the authority, in its
          sole 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 in its discretion to
          determine the persons to whom Options are granted, the number of
          shares covered by each Option, the time or times at which Options are
          granted, the Option Exercise Price, and any other terms to be included
          in the Grant Instrument which are permitted by the Plan. The Committee
          shall also have the power and authority to determine whether, to what
          extent, and under what circumstances an Option may be settled,
          canceled, forfeited, exchanged, or surrendered; to construe and
          interpret the Plan and any Grant Instrument and Option; and to make
          all other determinations deemed necessary or advisable for the
          administration of the Plan.

     4.4. Interpretation and Construction. The Interpretation and construction
          by the Committee of any provision of the Plan or of any Grant
          Instrument or Option thereunder shall be final and conclusive, unless
          otherwise determined by the Board of Directors of the Company.



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<PAGE>

     4.5. Acceleration and Other Amendments. The Committee may, in its sole and
          absolute discretion, accelerate the date on which any Option granted
          under the Plan becomes exercisable, waive or amend the operation of
          Plan provisions respecting exercise after termination of employment or
          otherwise amend any of the terms of any Grant Instrument or Option,
          subject to the provisions of the Tax Ordinance, provided, however,
          that no such waiver or amendment shall adversely affect any
          Participant's rights under any outstanding Grant Instrument or Option
          under the Plan without the consent of such Participant.

5.   Options Under the Plan; Grant Instrument
     ----------------------------------------

     5.1. Eligible Grantees. Options may be granted to any manager or other
          employee of the Company selected by the Committee provided, however,
          that no Option may be granted to any person serving as a member of the
          Committee at the time of the grant. The grant of an Option to an
          employee shall neither entitle such employee to, nor disqualify him
          from, receiving any other grants of Options pursuant to the Plan or
          participating in any other employee share option plan.

     5.2. Grant Instrument. Each Option granted under the Plan shall be
          evidenced by a written instrument signed by the Company and accepted
          by the Participant which shall be accompanied by a copy of this Plan
          and shall contain such provisions as the Committee, in its sole
          discretion, may deem necessary or desirable (the "Grant Instrument").
          By accepting an Option, a Participant thereby agrees that the Option
          shall be subject to all the terms and provisions of this Plan and the
          applicable Grant Instrument.

     5.3. Term of Plan. Options may be granted at any time after (i) the Plan
          has been approved by the necessary corporate bodies of the Company,
          (ii) the Trustee has been approved by the Israeli Income Tax
          Commissioner pursuant to the requirements of the Tax Ordinance, and
          (iii) any other approvals or consents required by law have been
          received, but no later than December 31, 2002 unless otherwise
          approved by the Committee.

6.   Options
     -------

     6.1. Exercise Price. The exercise price per share ("Option Exercise Price")
          shall be the fair market value of an Ordinary Share on the date
          preceding the date on which the option is granted (i.e. the date the
          option grant is approved by the Committee). For purposes hereof the
          fair market value of an Ordinary Share on any date will be equal to
          the average of the closing sale price of Ordinary Shares during the
          preceding 30 trading days, as such closing sale price is published by
          the national securities exchange on which the Ordinary Shares are
          traded or, if there is no sale of Ordinary Share on such date, the
          average of the bid and asked prices on such exchange at the closing of
          trading on such date or, if Ordinary Share are not listed on a
          national securities exchange on such date, the closing price or, if
          none, the average of the bid and asked prices in the over the counter
          market at the close of trading on such date, or if the Ordinary Shares
          are not traded on a national securities



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<PAGE>

          exchange or the over the counter market, the fair market value of an
          Ordinary Share on such date as determined in good faith by the
          Committee. Unless otherwise provided in the Grant Instrument, the
          Option Exercise Price shall be paid in NIS in accordance with the
          NIS-US dollar representative rate of exchange, last published by the
          Bank of Israel prior to the date of exercise. Except for any
          applicable provisions of the Tax Ordinance or relevant securities laws
          or specific provisions of this plan, the Ordinary Shares and any other
          securities issued to a Participant (or the Trustee on his behalf) upon
          Option exercise and payment of the Option Exercise Price shall be free
          and clear of any transfer restrictions; pledges, encumbrances or
          liens; and other third party rights of any kind.

     6.2. Vesting Schedule. An Option shall become cumulatively vested as to
          one-fourth (25%) of the Ordinary Shares covered thereby on each of the
          first, second, third and fourth anniversaries of its Commencement
          Date, unless otherwise set by the Committee in the Grant Instrument.

     6.3. Exercise Period. The exercise period during which an option may be
          exercised will be fixed by the Committee and will not exceed ten years
          from the date of Option grant.

     6.4. Minimum Exercise. No exercise of Options by a Participant, shall be
          for an aggregate exercise price of less than $1,000 unless such
          exercise is for all shares of the Company purchasable upon exercise of
          the Options held by a Participant (or by the Trustee on his behalf)
          which have vested as of such date. The partial exercise of an Option
          shall not cause the expiration, termination or cancellation of the
          remaining unexercised portion of such Option. Each Option exercise
          shall be in respect of a whole number of shares, and the Company shall
          not issue any fractional shares.

     6.5. Method of Exercise. An Option, or any part thereof, shall be exercised
          by (i) the Participant's signing and delivering to the Company at its
          principal office, to the attention of its Secretary (and to the
          Trustee, if the Option is held in trust), a "Notice of Exercise" in
          such form and substance as may be prescribed by the Committee from
          time to time, and (ii) payment for the Ordinary Shares purchased upon
          the exercise of an Option. Payment shall be made on the date of
          delivery of the Notice of Exercise or on a later date, if so
          determined by the Committee, by the following means: (i) in cash, by
          certified check, bank cashier's check or wire transfer, or (ii)
          subject to the approval of the Committee, by such other method of
          payment as the Committee may from time to time authorize.



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<PAGE>

     6.6. Issuance of Shares. Subject to any other applicable provisions of this
          Plan, Ordinary Shares purchased upon the exercise of an Option shall
          be issued in the name of the Trustee or the Participant, all in
          accordance with the requirements of the Tax Ordinance.

     6.7. Waiver of Option Rights. At any time prior to the expiration of any
          Option, a Participant may waive all rights attributable to such Option
          by delivering a written notice to the Company's principal office, to
          the attention of its Secretary. Such notice shall be accompanied by
          the applicable Grant Instrument, shall specify the number of Ordinary
          Shares subject to the Option with respect to which the Participant
          waives his rights and shall be signed by the Participant. Upon receipt
          by the company of the notice of waiver with respect to any Option,
          such Option shall expire with respect to the number of Ordinary Shares
          specified therein, and an amended Grant Instrument will be issued with
          respect to any Option or Options (or portion thereof) covered by the
          Grant Instrument as to which rights attributable thereto were not
          waived.

     6.8. Notices. All notices delivered by a Participant hereunder shall be
          signed by the Participant and notarized or certified by an attorney,
          or signed in the presence of (and countersigned by) the Company's
          general counsel or corporate secretary.

7.   Termination of Employment
     -------------------------

     7.1. Voluntary Termination by Participant. In the event that the employment
          of a Participant with the Company is terminated by such Participant
          voluntarily for any reason other than Retirement, Disability or death:
          (i) Options granted to such Participant, to the extent vested at the
          time of termination of employment, shall be exercisable for a period
          of 90 days following the later of the date of such termination and the
          date upon which the Participant may freely sell Ordinary Shares
          acquired upon Option exercise, and (ii) Options granted to such
          Participant, to the extent that they were not vested at the time of
          termination of employment, shall expire at the time of termination.

     7.2. Termination by the Company Other Than For Cause. In the event that the
          employment of a Participant with the Company is terminated by the
          Company for any reason other than for Cause: (i) Options granted to
          such Participant, to the extent vested at the time of termination of
          employment, shall be exercisable during the remainder of their
          exercise period, and (ii) Options granted to such Participant, to the
          extent that they were not vested at the time of termination of
          employment, shall expire at such time.

     7.3. Termination By Reason of Retirement, Death or Disability. In the event
          that the employment of a Participant with the Company terminates by
          reason of the Retirement, Disability or death of the Participant: (i)
          Options granted to such Participant, to the extent vested at the time
          of termination of employment, shall be exercisable during the
          remainder of their exercise period, and (ii) Options granted to such
          Participant, to the extent that they were not vested at the time of



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<PAGE>

          termination of employment, shall expire at such time; provided,
          however, that a pro rata portion of the Options that would have become
          vested on the next anniversary of the Commencement Date (but for such
          termination of employment) shall become vested on the date of such
          termination of employment and shall be exercisable during the
          remainder of their exercise period. Such pro rata portion shall be
          determined by multiplying the number of unvested Options scheduled to
          vest on the next anniversary of the Commencement Date by a fraction,
          the numerator of which is the number of full and partial months which
          the Participant has been employed with the Company since the most
          recent anniversary of the Commencement Date (or, if less than one year
          has elapsed since the Commencement Date, since the Commencement Date)
          and the denominator of which is twelve, rounded down to the nearest
          whole number.

     7.4. Termination for Cause. In the event a Participant's employment with
          the Company is terminated for Cause, all outstanding Options granted
          to such Participant shall expire upon the termination of employment. A
          Participant shall be entitled to challenge the Committee's
          determination that a termination is for Cause, in which case, the
          final determination shall be made by a court of competent
          jurisdiction.

     7.5. Expiration of Term. Notwithstanding anything to the contrary in this
          Section 7, no Option shall be exercisable after the expiration of its
          exercise period.

8.   Trust Arrangement
     -----------------

     In compliance with the requirements of the Tax Ordinance and, in
     particular, Section 102 of the Tax Ordinance and any regulations, rules,
     orders or procedures promulgated thereunder, the Company shall appoint a
     trustee (the "Trustee") who will hold the outstanding Options and any
     Ordinary Shares issued upon exercise of the Options in trust on behalf of
     each Participant for a period of not less than two years from the date an
     Option is issued to the Trustee on behalf of such Participant (the "Lock Up
     Period"). To the extent required by the Tax Ordinance, during the Lock Up
     Period, any Option, Ordinary Shares issued upon its full or partial
     exercise and any bonus shares issued thereon will be issued in the name of
     the Trustee. The Trustee will exercise any Option held by him in accordance
     with written instructions given to him by the Participant. The Trustee
     shall not exercise the voting rights vested in such Ordinary Shares or
     other securities received hereunder, if any, except to the extent the
     Trustee deems necessary, in his discretion, for the protection of the
     Participant as a minority of the Company's shareholders.

9.   Rights as a Shareholder
     -----------------------

     No Participant shall have any rights as a shareholder with respect to any
     Ordinary Shares or other securities of the Company covered by or relating
     to any Option, whether or not exercisable, until the due issuance of such
     shares by the Company.



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10.  No Special Employment Rights; No Right to Option
     ------------------------------------------------

     Nothing contained in this Plan or any Grant Instrument shall confer upon
     any Participant any right with respect to the continuation of employment by
     the Company or interfere in any way with the right of the Company, subject
     to the terms of any separate employment agreement, at any time to terminate
     such employment or to increase or decrease the compensation of the
     Participant. No person shall have any claim or right to receive any shares
     hereunder except in accordance with the express terms of this Plan and a
     Grant Instrument issued to such person.

11.  Tax Matters
     -----------

     This Plan shall be governed by, and shall be conformed with and interpreted
     so as to comply with, the requirements of Section 102 of the Tax Ordinance
     and any regulations, rules, orders, or procedures promulgated thereunder.
     All tax consequences under any applicable law (other than any applicable
     stamp duty) which may arise from the grant of an Option, from the exercise
     thereof, from the holding or sale of Ordinary Shares (or other securities
     issued under the Plan) by or on behalf of the Participant or from any other
     act of the Company, Trustee or such Participant in connection with any of
     the foregoing shall be borne solely by such Participant, and such
     Participant shall indemnify the Company and hold it harmless, against and
     from any liability for any such tax or any penalty, interest or indexation
     thereon or thereof.

12.  Withholding Taxes
     -----------------

     Whenever cash is to be paid pursuant to an Option, the Company shall have
     the right to deduct from such payment an amount sufficient to satisfy any
     applicable withholding tax requirements related thereto. Whenever Ordinary
     Shares or any other non-cash assets are to be delivered pursuant to the
     exercise of an Option, the Company shall have the right to require the
     Participant to remit to the Company in cash an amount sufficient to satisfy
     any applicable withholding tax requirements related thereto, and if such
     amount of cash is not timely remitted, to withhold such Ordinary Shares or
     any other non-cash assets pending payment by the Participant of such
     amounts.

13.  Transfers Upon Death; Non-Assignability
     ---------------------------------------

     13.1 Death. Upon the death of a Participant, outstanding Options granted to
          such Participant may be exercised only by (i) the Designated
          Beneficiary designated by such Participant pursuant to Section 22
          below, or (ii) if such Participant did not designate a Designated
          Beneficiary, to the person deemed as such Participant's Designated
          Beneficiary pursuant to Section 22 below or to a person who shall have
          acquired the right to the Options by will or by the laws of descent
          and distribution. No transfer of an Option by will or by the laws of
          descent and distribution shall be effective to bind the Company unless
          the Company shall have been furnished with (a) written notice thereof
          and with a copy of the relevant section of the will relating to the
          bequest of the Option, certified by a notary and/or such other
          evidence as the Committee may deem necessary to establish the validity
          of the



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<PAGE>

          transfer and (b) a written consent by the transferee to pay the Option
          Exercise Price upon exercise of the Option, if any, and otherwise
          abide by the terms set forth in this Plan and in the relevant Grant
          Instrument.

     13.2 Non-Assignability. No Option shall be assignable or transferable other
          than as set forth in Section 13.1 above, and during the lifetime of
          the Participant, each Option shall be exercisable only by him or on
          his behalf.

14.  Expenses and Receipts
     ---------------------

     The expenses of the Plan law (including any applicable stamp duty) shall be
     paid by the Company. Any proceeds received by the Company in connection
     with the exercise of any Option may be used for general corporate purposes.

15.  Term and Amendment of the Plan
     ------------------------------

     The Board of Directors of the Company may, at any time and from time to
     time, terminate or amend the Plan in any respect, subject to any applicable
     approvals or consents that may be otherwise required by law, regulation or
     agreement, and provided that no termination or amendment of the Plan shall
     adversely affect the terms of any Option which has already been granted.

16.  Failure to Comply
     -----------------

     In addition to the remedies of the Company elsewhere provided for herein,
     failure by a Participant to comply with any of the terms and conditions of
     the Plan or the applicable Grant Instrument shall be grounds for the
     cancellation and forfeiture of such Option, in whole or in part, as the
     Committee, in its absolute discretion, may determine, provided, however,
     that such failure is not remedied by such Participant within ten days after
     notice by the Company of such failure.

17.  Required Approvals
     ------------------

     The Plan is subject to the receipt, and the terms, of all approvals
     required under any applicable law.

18.  Applicable Law
     --------------

     The Plan and all instruments issued thereunder or in connection therewith,
     shall be governed by, and construed and administered in accordance with the
     laws of the State of Israel.

19.  Treatment of Participants
     -------------------------

     There is no obligation for uniformity of treatment for Participants.



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<PAGE>

20.  Unfunded Status of Awards
     -------------------------

     The Plan is intended to constitute an "unfunded" plan for incentive and
     deferred compensation. With respect to any payments not yet made to a
     Participant pursuant to an Option, nothing contained in the Plan or any
     Grant Instrument shall give any such Participant any rights that are
     greater than those of a general unsecured creditor of the Company.

21.  No Fractional Shares
     --------------------

     No fractional shares shall be issued or delivered upon exercise of an
     Option. Unless otherwise provided herein, in lieu of fractional shares, the
     Company shall pay to an exercising Participant cash or other property, or
     issue additional Options, as the Committee deems appropriate.

22.  Designation of a Beneficiary
     ----------------------------

     A Participant may file with the Company a written designation of a
     Designated 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 Participant, the Participant's estate
     representative (e.g. executor, administrator or similar representative)
     shall be deemed to be the Participant's Designated Beneficiary.

                                   * * * * * *


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