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                                                                     EXHIBIT 4.2

                                MIND C.T.I. LTD.
                             2000 SHARE OPTION PLAN

1  NAME
     This Plan, as amended from time to time, shall be known as the Mind 2000
     Share Option Plan (the "Option Plan").

     This plan is consequential to the Mind 1998 Stock Option Plan (the "1998
     Option Plan").

2  PURPOSE OF THE OPTION PLAN

     The Option Plan is intended as an incentive to retain, in the employ or in
     the service of Mind C.T.I. Ltd. (the "Company") and its subsidiaries,
     persons of training, experience, and ability, to attract new employees and
     key officers (including non-Israeli employees and key officers), whose
     services are considered 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 by providing them with
     opportunities to purchase shares in the Company, pursuant to the Option
     Plan approved by the board of directors of the Company (the "Board")  The
     Option Plan is also intended to fulfill certain previous obligations of the
     Company to certain employees, directors and key officers.

3  ADMINISTRATION OF THE OPTION PLAN

     The Board or a share option committee appointed and maintained by the Board
     for such purpose (the "Committee") shall have the power to administer the
     Option Plan. Notwithstanding the above, the Board shall automatically have
     a residual authority if no Committee shall be constituted or if such
     Committee shall cease to operate for any reason whatsoever.

     The Committee shall consist of such number of members (not less than two
     (2) in number) as may be fixed by the Board. The Committee shall select one
     of its members as its chairman (the "Chairman") and shall hold its meetings
     at such times and places as the Chairman shall determine. The Committee
     shall keep records of its meetings and shall make such rules and
     regulations for the conduct of its business as it shall deem advisable.

     The Committee shall have full power and authority (i) to designate
     participants; (ii) to determine the terms and provisions of respective
     Option agreements (which need not be identical) including, but not limited
     to, the number of shares in the Company to be covered by each Option,
     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; (iii) to accelerate the right of an Optionee to exercise, in
     whole or in part, any previously granted Option; (iv) to interpret the
     provisions and supervise the administration of the Option Plan; and - (v)
     to determine any other matter which is necessary or desirable for, or
     incidental to administration of the Option Plan.

     All decisions and selections made by the Board or the Committee pursuant to
     the provisions of the Option Plan shall be made by a majority of its
     members except that no member of the Board or the Committee shall vote on,
     or be counted for quorum purposes, with respect to any proposed action of
     the Board or the 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.

     The interpretation and construction by the Committee of any provision of
     the Option Plan or of any Option thereunder shall be final and conclusive
     unless otherwise determined by the Board.

     Subject to the Company decision, 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

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     by him, or any 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 Option 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
     member may have as a director or otherwise under the Company's Articles of
     Association, any agreement, any vote of shareholders or disinterested
     directors, insurance policy or otherwise.

4  DESIGNATION OF PARTICIPANTS

     The persons eligible for participation in the Option Plan as recipients of
     Options shall include any employees, directors or key officers of the
     Company or of any subsidiary of the Company. The grant of an Option
     hereunder shall neither entitle the recipient thereof to participate nor
     disqualify him from participating in, any other grant of Options pursuant
     to this Option Plan or any other option or stock plan of the Company or any
     of its affiliates.

     Anything in the Option Plan to the contrary notwithstanding, all grants of
     Options to directors and office holders ("Nosei Misra" - as such term is
     defined in the Companies Act, 1999 - the "Companies Act") shall be
     authorized and implemented only in accordance with the provisions of the
     Companies Act, as in effect from time to time.

5  SHARES RESERVED FOR THE OPTION PLAN

     Subject to adjustments as set forth in Section 7 below, a total of
     2,308,000 (two million, three hundred and eight thousand) Ordinary Shares,
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     of NIS 0.01 par value (the "Shares") shall be subject to the Option Plan
     and the 1998 Option Plan. The Shares subject to the Option Plan are hereby
     reserved for such purpose in the authorized share capital of the Company
     and may only be issued in accordance with the terms hereof. Any of such
     Shares which may remain unissued and which are not subject to outstanding
     Options at the termination of the Option Plan shall cease to be reserved
     for the purpose of the Option Plan, but until termination of the Option
     Plan the Company shall at all times reserve a sufficient number of Shares
     to meet the requirements of the Option Plan. Should any Option for any
     reason expire or be canceled prior to its exercise or relinquishment in
     full, the Shares therefore subject to such Option may again be subjected to
     an Option under the Option Plan.

6  OPTION PRICE

   6.1  The purchase price of each Share subject to an Option or any portion
        thereof shall be determined by the Committee in its sole and absolute
        discretion in accordance with applicable law, subject to any guidelines
        as may be determined by the Board from time to time. As of the date of
        adoption of the Option Plan, the Board has instructed the Committee to
        determine the purchase price of each Share, at a price which is not less
        then the price per share, according to the most recent evaluation of the
        Company in any investment or other capital transaction.

   6.2  The Option price shall be payable upon the exercise of the Option in a
        form satisfactory to the Committee , including without limitation, by
        cash or cheque. The Committee shall have the authority to postpone the
        date of payment on such terms as it may determine.

7  ADJUSTMENTS

     Upon the occurrence of any of the following described events, Optionee's
     rights to purchase Shares under the Option Plan shall be adjusted as
     hereafter provided:

   7.1  If the outstanding shares of the Company shall at anytime be changed or
        exchanged by declaration of a stock dividend, stock split, combination
        or exchange of shares,

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        recapitalization, 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 Option Plan or subject to any Options therefore 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 or by reason of conversion of any Management Shares of the Company
        into Ordinary Shares (regardless of the ratio of such conversion). Upon
        occurrence of any of the foregoing, the class and aggregate number of
        Shares issuable pursuant to the Option Plan (as set forth in paragraph 6
        hereof), in respect of which Options have not yet been exercised, shall
        be appropriately adjusted, all as will be determined by the Board who's
        determination shall be final.

   7.2  Anything herein to the contrary notwithstanding, if prior to the
        completion of an initial public offering of the Company's securities
        ("IPO"), all or substantially all of the shares of the Company are to be
        sold, or upon a merger or reorganization or the like, the shares of the
        Company, or any class thereof, are to be exchanged for securities of
        another Company, then in such event, each Optionee shall be obliged to
        sell or exchange, as the case may be, the shares such Optionee purchased
        under the Option Plan, in accordance with the instructions then issued
        by the Board whose determination shall be final. Upon the occurrence of
        any such transactions, all unexercized Options shall be immediately and
        completely terminated.

8  TERM AND EXERCISE OF OPTIONS

   8.1  Options shall be exercised by the Optionee by giving written notice to
        the Company, in such form and method as may be determined by the Company
        , which exercise shall be effective upon receipt of such notice by the
        Company at its principal office. The notice shall specify the number of
        Shares with respect to which the Option is being exercised.

   8.2  Each Option granted under this Option Plan shall be exercisable only
        following the vesting dates and for the number of Shares as shall be
        provided in Exhibit B to the Option agreement (the "Expiration Date").
        However no Option shall be exercisable after the Expiration Date, as
        defined for each Optionee in his Option agreement.

   8.3  Options granted under the Option Plan shall not be transferable by
        Optionees other than by will or laws of descent and distribution, and
        during an Optionee's lifetime shall be exercisable only by that
        Optionee.

   8.4  The Options may be exercised by the Optionee in whole at any time or in
        part from time to time, to the extent that the Options become vested,
        prior to the Expiration Date, and provided that, subject to the
        provisions of Section 8.6 below, the Optionee is an employee, director
        or key officer of the Company or any of its subsidiaries, at all times
        during the period beginning with the granting of the Option and ending
        upon the date of exercise of the relevant Options.

   8.5  Subject to the provisions of Section 8.6 below, in the event of
        termination of the Optionee's employment or relationship with the
        Company or any of its subsidiaries, all Options granted to him, which
        have not yet been exercised, will immediately expire. A notice of
        termination

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        of employment or relationship by either the Company or the Optionee
        shall be deemed to constitute termination of employment or relationship,
        as the case may be.

   8.6  Notwithstanding anything to the contrary hereinabove, an Option may be
        exercised after the date of termination of Optionee's employment or
        relationship with the Company or any subsidiary of the Company during an
        additional period of time beyond the date of such termination, but only
        with respect to the number of Options vested at the time of such
        termination, according to the vesting periods of the Options, set forth
        in Section 9 below, if: (i) termination is without Cause (as defined
        below), for a period of six months from the termination of Employment,
        (ii) termination is the result of death or disability of the Optionee,
        in which event any Options still in force and unexpired may be exercised
        within a period of one year from the date of termination, but only with
        respect to the number of Options already vested at the time of such
        termination according to the vesting periods of the Options. The term
        "Cause" shall mean any action, omission or state of affairs related to
        the Optionee which the Board decides, in its sole discretion, is against
        the interests of the Company.

   8.7  The holders of Options shall not 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 , registration of the Optionee as holder of such Shares in the
        Company's register of members.

   8.8  Any form of Option agreement authorized by the Option Plan may contain
        such other provisions as the Committee may, from time to time, deem
        advisable.

9   VESTING OF OPTIONS

     Notwithstanding anything to the contrary, any Option may be exercised only
     to the extent that such Option was vested. Each option granted hereunder
     shall be vested, in whole or in part, as determined by the Committee in its
     sole and absolute discretion, provided that the Optionee is an employee,
     director or key officer of the Company or any of its subsidiaries, at all
     times during the period beginning with the granting of the Option and
     ending upon the date of vesting of any portion of the Option.

10  DIVIDENDS

     With respect to all Shares (in contrary to unexercised Options) issued upon
     the exercise of Options purchased by the Optionee , the Optionee shall be
     entitled to receive dividends in accordance with the quantity of such
     Shares, and subject to any applicable taxation on distribution of
     dividends.

11  ASSIGNABILITY AND SALE OF OPTIONS

     No Option, purchasable hereunder, whether fully paid or not, shall be
     assignable, transferable or given as collateral or any right with respect
     to them given to any third party whatsoever, and during the lifetime of the
     Optionee each and all of such Optionee's rights to purchase Shares
     hereunder shall be exercisable only by the Optionee.

12  TERM OF THE OPTION PLAN

     The Option Plan shall be effective as of the day it was adopted by the
     Board and shall terminate at the end of 36 (thirty six) months from such
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     day of adoption.

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13   AMENDMENTS OR TERMINATION

     The Board may, at any time and from time to time, amend, alter or
     discontinue the Option Plan, except that no amendment or alteration shall
     be made which would impair the rights of the holder of any Option therefore
     granted, without his consent.

14  GOVERNMENT REGULATIONS

     The Option Plan, and the granting and exercise of Options hereunder, and
     the obligation of the Company to sell and deliver Shares under such
     Options, shall be subject to all applicable laws, rules, and regulations,
     whether of the State of Israel or of the United States or any other State
     having jurisdiction over the Company and the Optionee, including 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.

15  CONTINUANCE OF EMPLOYMENT

     Neither the Option Plan nor the Option agreement with the Optionee shall
     impose any obligation on the Company or a subsidiary thereof, to continue
     any Optionee in its employ or service, and nothing in the Option Plan or in
     any Option granted pursuant thereto shall confer upon any Optionee any
     right to continue in the employ or service of the Company or a subsidiary
     thereof or restrict the right of the Company or a subsidiary thereof to
     terminate such employment at any time.

16  GOVERNING LAW AND JURISDICTION

     This Option Plan shall be governed by and construed and enforced in
     accordance with the laws of the State of Israel applicable to contracts
     made and to be performed therein, without giving effect to the principles
     of conflict of laws. The competent courts of Tel-Aviv, Israel shall have
     sole jurisdiction in any matters pertaining to this Option Plan.

17  ARBITRATION

     Any dispute in relation with this Option Plan and the exercise of rights
     thereunder, shall be brought to arbitration of the legal counsel to the
     Company (the "Arbitrator"), who shall decide on such dispute in accordance
     with the provisions of the Arbitration Law - 1968 and its supplement. The
     decision of the Arbitrator shall be final and shall bind the Company and
     the Optionee.

18  TAX CONSEQUENCES

     Any tax consequences arising from the grant or exercise of any Option, from
     the payment for Shares covered thereby or from any other event or act (of
     the Company or the Optionee), hereunder, shall be borne solely by the
     Optionee. The Company shall withhold taxes according to the requirements
     under the applicable laws, rules, and regulations, including withholding
     taxes at source. Furthermore, the Optionee shall agree to indemnify the
     Company and hold them harmless against and from any and all liability for
     any such tax or interest or penalty thereon, including without limitation,
     liabilities relating to the necessity to withhold, or to have withheld, any
     such tax from any payment made to the Optionee.

     The Committee shall not be required to release any Share certificate to an
     Optionee until all required payments have been fully made.

19  NON-EXCLUSIVITY OF THE OPTION  PLAN

     The adoption of the Option Plan by the Board shall not be construed as
     amending, modifying or rescinding any previously approved incentive
     arrangements or as creating any limitations on the power of the Board to
     adopt such other incentive arrangements as it may deem desirable,
     including, without limitation, the granting of stock Options otherwise than
     under the Option Plan, and such arrangements may be either applicable
     generally or only in specific cases. For the avoidance of doubt, prior
     grants of options to employees of the Company under their employment
     agreements, and not in the framework of

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     any previous option plan, shall not be deemed an approved incentive
     arrangement for the purpose of this Section.

20  MULTIPLE AGREEMENTS

     The terms of each Option may differ from other Options granted under the
     Option Plan at the same time, or at any other time. The Committee may also
     grant more than one Option to a given Optionee during the term of the
     Option Plan, either in addition to, or in substitution for, one or more
     Options previously granted to that Optionee.

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