Exhibit 10.1

                            ESC MEDICAL SYSTEMS LTD.
                             1999 SHARE OPTION PLAN

                                    ARTICLE I

                                     Purpose

     This 1999 Share Option Plan (The "Plan") is intended to provide incentive
compensation to, and to encourage share ownership by, the directors, officers,
employees and certain consultants and dealers of ESC medical Systems Ltd. and
its subsidiaries (collectively, the "Company") in order to align their interests
with those of the Company's shareholders, and to encourage such parties to
remain in their respective capacities with the Company.

     The word "subsidiary", when used in the Plan, shall mean any corporation
(other than the Company) in an unbroken chain of corporation beginning with the
Company if, at the time of the granting of the option, each of the corporations
(other than the last corporation in the chain) owns stock possessing 50 percent
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

     It is intended that certain options granted under this Plan will qualify as
"incentive stock options" under Section 422 of the United States Internal
Revenue Code of 1986, as amended (the "Code"); provided, however, that incentive
stock options shall only be granted to employees of the Company.

                                   ARTICLE II

                                 Administration

     The Plan shall be administered by the Option Committee or, in the absence
thereof, the Compensation Committee of the Board of Directors (in each case the
"Committee"). Subject to the provisions of the Plan and any applicable law or
NASDAQ rule, the Committee shall have sole authority, in its absolute
discretion: (a) to determine which of the eligible employees, directors, dealers
and consultants of the Company and its subsidiaries shall be granted options;
(b) to authorize the granting of both incentive stock options and non-qualified
options; (c) to determine the times when options shall be granted and the number
of shares to be issued or transferred upon the exercise of each option; (d)
subject to the limitations of ARTICLE V, to determine the exercise price of each
option; (e) to determine the time or times at which each option becomes
exercisable, the duration of the exercise period and any other restrictions on
the exercise of options issued hereunder; (f) to prescribe the form or forms of
the option agreements under the Plan (which forms shall be consistent with the
terms of the Plan but need not be identical); (g) to adopt, amend and rescind
such rules and regulations as, in its option, may be advisable in connection
with the administration of the Plan. All decisions, determinations and
interpretations of the Committee shall be final and binding on all optionees.

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                                   ARTICLE III

                                     Shares

     The shares to be optioned under the Plan shall either be (i) authorized but
unissued Ordinary Shares, par value NIS 0.1 per share, of the Company, or (ii)
Ordinary Shares which the Company may acquire and deposit with General Investec
Trust Company. Ltd., or any substitute thereof as Trustee under the Plan (the
"Trustee") and under the terms of a Trust Agreement as shall be approved and
amended from time to time by the Board or the Executive Committee thereof
(together, the "Ordinary Shares"). Under the Plan, the total number of Ordinary
Shares which may be purchased pursuant to options granted hereunder shall not
exceed, in the aggregate, five million (5,000,000) Ordinary Shares, except as
such number of shares shall be adjusted or increased in accordance with the
provisions of ARTICLE X and Article XIX hereof.

     The number of Ordinary Shares available for grant of options under the Plan
shall be decreased by the sum of the number of shares with respect to which
options have been issued and that are then outstanding and the number of shares
issued upon exercise of options. In the event that any outstanding option under
the Plan for any reason expires, is terminated, or is canceled prior to the end
of the period during which options may be granted, the Ordinary Shares
underlying such option, may again be subject to an option under the Plan.

                                   ARTICLE IV

                           Eligibility of Participants

     Subject to ARTICLE VII, officers and other employees of the Company or of
its subsidiaries and directors of the Company or its subsidiaries shall be
eligible to participate in the Plan and receive incentive stock options or
non-qualifying options.

     Directors who are not employees, future employees, dealers, or consultants
of the Company shall also be eligible to participate in the Plan.

                                    ARTICLE V

                                  Option Price

     In the case of each option granted under the Plan, the option exercise
price shall be not less than eighty-five percent (85%) of the last reported
sales price (as expressed in either dollars or shekels adjusted to increase in
Israeli CPI) of the Ordinary Shares on the Nasdaq Stock Market ("NASDAQ") (the
"Fair Market Price"), on the date of grant.


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                                   ARTICLE VI

                                Terms of Options

     The Committee shall determine the dates after which options may be
exercised, in whole or in part. An option is exercisable in installments, and my
be exercisable in whole or in part, with the unexercised portion of the option
remaining exercisable.

     Any other provision of the Plan notwithstanding and subject to ARTICLE VII,
no option shall be exercised after the tenth anniversary of the date that the
option was granted (the "Termination Date"), and no option granted to an
employee of the Company shall be exercisable before such employee accumulates at
least one year of service with the company.

     With respect to the directors, the Chief Executive Office ("CEO") and the
officers reporting directly to the CEO of the Company, the options granted
hereunder shall become exercisable with respect to the entire amount of the
Ordinary Shares underlying such options immediately upon a change in control of
the Company, unless the Board or the Committee determined otherwise with respect
to any specific director or officer upon approval of the options granted. A
"Change in Control" means the first to occur of any of the following dates:

     (i)  An acquisition (other than directly from the Company)of any voting
          securities of the Company by any "Person" (as the term person is used
          for purposes of Section 13(d) or 14 (d) of the Exchange Act)
          immediately after which such Person has "Beneficial Ownership" (within
          the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
          or more of the combined voting power of the Company's then outstanding
          voting securities, unless such Person has filed a Schedule 13D within
          the 12 month period prior to the Plan being first approved by the
          Board of Directors; provided, however, in determining whether a Change
          in Control has occurred, voting securities which are acquired in a
          "Non-Control Acquisition" (as hereinafter defined) shall not
          constitute an acquisition which would cause a Change in Control. A
          "Non-Control Acquisition" shall mean an acquisition by (A) an employee
          benefit plan (or a trust forming a part thereof or a trustee thereof
          acting solely in its capacity as trustee) maintained by (X) the
          Company or (Y) any corporation or other Person of which a majority of
          its voting power or its voting equity securities or equity interest is
          owned, directly or indirectly, by the Company (for purposes of this
          definition, a "Subsidiary"), (B) the Company or its Subsidiaries, or
          (C) any Person who files in connection with such acquisition a
          Schedule 13D which expressly disclaims any intention to seek control
          of the Company and does not expressly reserve the right to seek such
          control; provided, however, that any amendment to such statement of
          intent which either indicates an intention or reserved the right to
          seek control shall be deemed an "acquisition" of the securities of the
          Company reported in such filing as beneficially owned by such Person
          for purposes of this paragraph (i);


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     (ii) The individuals who, as of the beginning of any two year period, are
          members of the Board (the "Incumbent Board"), ceasing for any reason,
          during such two year period, to constitute at least a majority of the
          members of the Board; provided, however, that if the election, or
          nomination for election by the Company's common stockholders, of any
          new director was approved by a vote of at least two-thirds of the
          Incumbent Board, such new director shall, for purposes of the
          Agreement, be considered a member of the Incumbent Board; provided
          further, however, that no individual shall be considered a member of
          the Incumbent Board if such individual initially assumed office as a
          result of either an actual or threatened "Election Contest" (as
          described in Rule 14a-11 promulgated under the Exchange Act) or other
          actual or threatened solicitation of proxies or consents by or on
          behalf of a Person other than the Board (a "Proxy Contest") including
          by reason of any agreement intended to avoid or settle any Election
          Contest or Proxy Contest; or

     (iii) Approval by stockholders of the Company of:

          (A)  A merger, consolidation or reorganization involving the Company,
               unless such merger, consolidation or reorganization is a
               "Non-Control Transaction" i.e., meets any of the requirements
               described in (a) or (b) below:

               (a)  the stockholders of the Company, immediately before such
                    merger, consolidation or reorganization, own, directly or
                    indirectly immediately following such merger, consolidation
                    or reorganization, at least eighty percent (80%) of the
                    combined voting power of the outstanding voting securities
                    of the corporation resulting from such merger or
                    consolidation or reorganization (the "Surviving
                    Corporation") in substantially the same proportion as their
                    ownership of the voting securities immediately before such
                    merger, consolidation or reorganization;

               (b)  the individuals who were members of the Incumbent Board
                    immediately prior to the execution of the agreement
                    providing for such merger, consolidation or reorganization
                    constitute at least two-thirds of the members of the board
                    of directors of the surviving corporation immediately
                    following the consummation of such merger, consolidation or
                    reorganization; and

          (B)  A complete liquidation or dissolution of the Company; or

          (C)  An agreement for the sale or other disposition of all or
               substantially all of the assets of the Company to any Person
               (other than a transfer to a Subsidiary).


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Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the outstanding voting securities as a
result of the acquisition of voting securities by the Company which, by reducing
the number of voting securities outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Persons, provided that if a Change
in Control would occur (but for the operation of this sentence) as a result of
the acquisition of voting securities by the Company, and after such, a
Beneficial Owner acquires additional voting securities which increase the
percentage of the then outstanding voting securities beneficially owned by the
Subject Person, then a Change in Control shall occur.

     Share options granted hereunder to employees may provide that if, prior to
the Termination Date, an optionee shall cease to be employed by the Company or a
subsidiary thereof (otherwise than by reason of death or disability), the option
will remain exercisable for a period not extending beyond three months after the
date of cessation of employment (unless specifically stated otherwise in the
specific option grant letter) to the extent it was exercisable at the time of
cessation of employment. If, prior to the Termination Date, an optionee shall
cease to be employed by the Company or any subsidiary thereof by reason of a
disability within the meaning of Section 22(e)(3) of the Code, options granted
hereunder may provide that they will remain exercisable for a period not
extending beyond one year after the date of cessation of employment to the
extent exercisable at the time of cessation of employment. In no even, however,
shall an option be exercisable after the Termination Date. The option shall
expire with respect to all Ordinary Share covered thereby into which at the time
of termination of the option, the option was not exercisable. In the event of
the death of an optionee prior to the Termination Date and while employed by the
Company or a subsidiary thereof or while entitled to exercise an option pursuant
to the preceding sentences of this paragraph, options granted hereunder may
provide that they will remain exercisable until the earlier of (i) the
Termination Date, and (ii) one year from date of death, by the person or persons
to whom the optionee's rights under the option pass by will or by applicable
laws of descent and distribution and to the extent that the optionee was
entitled to exercise it on the date of death.

     Notwithstanding the above, if prior to the Termination Date, an optionee
shall cease to be employed by the Company for reasons which, as determined by
the Company in its discretion, amount to bad faith, gross negligence or fraud,
or as a result of the termination of such optionee for cause, any option or
portion of an option not exercised as of the date of cessation of employment
will expire and terminate on such date, unless specifically stated otherwise in
the specific option grant letter.

                                   ARTICLE VII

          Special Provisions Applicable to Incentive Stock Options Only

     The aggregate fair market value (determined at the time the option is
granted) of the Ordinary Shares with respect to which any incentive stock option
is granted that is exercisable for the first time by the optionee during any
calendar year, (under this Plan or any other share option plan of the Company or
any parent or subsidiary thereof) shall not exceed $100,000.


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<PAGE>

     No incentive stock option may be granted to an individual who, at the time
the option is granted, owns directly, or indirectly within the meaning of
Section 422(b)(6) of the Code, Ordinary Shares possessing more than 10 percent
of the total combined voting power of all classes of stock of the Company or of
any parent or subsidiary thereof, unless (i) such option has an option price of
at least 110 percent of the fair market value of the Ordinary Shares on the date
of the grant of such option and (ii) such option cannot be exercised more than
five years after the date it is granted.

                                  ARTICLE VIII

                               Exercise of Options

     An optionee may exercise any exercisable option by signing and returning to
the Company at its principal office, a "Notice of Exercise" in the form
prescribed from time to time by the Company together with payment of the
exercise price. Such payment will be made in dollars or Shekels in accordance
with the terms of the related option grant letter. Each notice of Exercise shall
include an acknowledgment by the optionee, if applicable, that the Company has
not registered the shares issuable upon exercise of the option under the United
States Securities Act of 1933, as amended (the "Securities Act"), or any similar
law, and a representation by the optionee that he is acquiring such shares for
investment and not with a view to their distribution or resale as such terms are
defined in Rule 144 under the Securities Act ("Rule 144"). The optionee shall
sign and deliver to the Company, upon its request, a separate investment
representation, certificate or such other document as may be required by the
Company's counsel, to such effect; provided, however, that such representation,
certificate or other document may provide, if applicable, that the said
investment restriction shall not be operative as to the shares subject to the
option which may in the future be registered pursuant to the Securities Act.
Furthermore, the Company may place an appropriate legend on any share
certificate delivered to an optionee to the effect that, among other things
deemed to be necessary to be stated in such legend, such shares were acquired
pursuant to such an investment representation without registration of the
shares.

     Payment for Ordinary Shares purchased upon the exercise of an option
granted hereunder shall be made in full upon exercise of the option, by wire
transfer or certified or bank cashier's check payable to the order of the
Company, or by other means acceptable to the Company. The Ordinary Shares
purchased shall thereupon be promptly delivered; provided, however, that the
Company may, in its discretion, require that an optionee pay to the Company or
the Trustee, at the time of exercise, such amount as the Company deems necessary
to satisfy its obligation to withhold Israeli or United States Federal, state,
or local income or other taxes incurred by reason of the exercise or the
transfer of shares thereupon.


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                                   ARTICLE IX

                      Non-Transferability of Option Rights

     No option shall be transferable, except by will or the laws of descent and
distribution. During the lifetime of the optionee, the option shall be
exercisable only by optionee, or by such optionee's legal representative.

                                    ARTICLE X

                  Adjustment for Recapitalization, Merger, Etc.

     The aggregate number of Ordinary Shares which may be purchased upon
exercise of the options granted hereunder, the number of Ordinary Shares covered
by each outstanding option and the price per share of each such option shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of the Company resulting from a stock split or other subdivision or
consolidation of shares or payments of stock dividends or distributions or other
increases or decreases in the number of outstanding Ordinary Shares effected
without receipt of consideration by the Company or in the event of any other
extraordinary transaction.

     The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined by the Committee in its sole discretion. Any such
adjustment may provide for the elimination of any fractional share which might
otherwise become issuable upon exercise of an option.

                                   ARTICLE XI

                        No Obligation to Exercise Option

     The grant of an option pursuant to the plan shall impose no obligation on
the optionee to exercise such option.

                                   ARTICLE XII

                                 Use of Proceeds

     The proceeds received from the issuance of Ordinary Shares upon exercise of
options, pursuant to the Plan shall be used for such purposes as the Company
shall determine to be appropriate.


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                                  ARTICLE XIII

                             Rights as a Shareholder

     The company shall not be required to recognize an optionee as a shareholder
with respect to any share issuable or transferable, as the case may be, upon the
exercise of such option by the optionee until such optionee shall have become
the holder of record of such share, and such optionee shall not be entitled to
vote or to any dividends or distributions or other rights in respect of such
share for which the record date is prior to the date on which he shall have
become the holder of record thereof.

                                   ARTICLE XIV

                                Employment Rights

     Nothing in the Plan or in any option granted hereunder shall confer on any
optionee who is a director, officer or employee of the Company or any of its
subsidiaries any right to interfere in any way with the right of the Company or
any of its subsidiaries to terminate the optionee's employment at any time.

                                   ARTICLE XV

                             Compliance with The Law

     The Company shall not be liable for the non-issuance or non-transfer or any
delay in issuance or transfer of any Ordinary Shares issuable or transferred, as
the case may be, upon the exercise of any options granted under the Plan which
results from the inability of the Company to obtain, or from any delay in
obtaining, from any regulatory body having jurisdiction, all requisite authority
to issue or transfer Ordinary Shares of the Company upon exercise of the options
under the Plan or upon the transfer of Ordinary Shares issued upon such
exercise, if counsel for the Company deems such authority necessary for lawful
issuance or transfer of any such shares. Appropriate legends may be placed on
the stock certificates evidencing shares issued upon exercise of options to
reflect such transfer restrictions.

                                   ARTICLE XVI

                            Voting of Ordinary Shares

     Shares held by the Trustee under the Plan shall be voted in accordance with
the instructions of the Board.

                                  ARTICLE XVII

                             Cancellation of Options

     The Committee, in its discretion, may, with the consent of any optionee,
cancel any outstanding option hereunder.

     In the event that the average of the Fair Market Price (as calculated in
ARTICLE V) of the Company's Ordinary Shares for a continuous period of three
months is less than seventy-five


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(75%) of the exercise price of any option, the Committee may, with the consent
of the optionee, cancel such option and grant a new option (which may require
extended vesting period) under the Plan to the optionee.

                                  ARTICLE XVIII

                               Transfer of Shares

     By exercise of an option granted hereunder, the optionee agrees that any
sale, transfer or other disposition of any of the Ordinary Shares issued upon
such exercise shall be made in accordance with the applicable requirements of
Rule 144, including, if applicable, the volume limitations applicable to
"affiliates" of the Company.

                                   ARTICLE XIX

                       Amendment or Discontinuance of Plan

     Subject to any applicable law and NASDAQ Rule, the Board or the Committee
may, without the consent of the Company's shareholders or any optionee under the
Plan, at any time terminate the Plan entirely and at any time or from time to
time amend or modify the Plan, provided that no such action shall adversely
affect options granted hereunder prior to such amendment or modification without
consent of any optionee aversely effected and, with respect to incentive stock
options, the Board shall not, without approval of the stockholders, (a) increase
the total number of Ordinary Shares which may be purchased pursuant to incentive
stock options granted under the Plan, except as contemplated in ARTICLE X, or
(b) expand the persons eligible to receive options under the Plan.

                                   ARTICLE XX

                                      Taxes

     Each optionee shall be solely liable for all taxes and other fees resulting
from the grant and/or exercise of options granted under the Plan and disposition
of shares acquired pursuant to the exercise of an option.

     Each optionee shall consult with his/her individual tax advisers to
determine the possible tax consequences of the grant and/or exercise of options
granted under the Plan and the disposition of shares acquired pursuant to the
exercise of the an option in his/her personal tax circumstances.


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                                   ARTICLE XXI

                         Effectiveness and Term of Plan

     The Plan was adopted on November 11, 1999. The plan will expire and
terminate on November 11, 2009. No option may be granted pursuant to the Plan
after the termination of the Plan, however, options outstanding on that date may
still be exercised in accordance with the terms of their grant.

                                  ARTICLE XXII

                                  Governing Law

     The Plan and all instruments issued hereunder shall be governed by and
interpreted in accordance with the laws of the State of Israel, subject to the
provisions of the Code with respect to "incentive stock options" and subject to
the provisions of applicable United States securities laws with respect to
certain terms used herein.


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