EXHIBIT 4.1(d)


                       2000 MASTER STOCK OPTION PLAN



1.      Purpose; Type of Options; Construction


The purpose of the VocalTec Communications Ltd. 2000 Master Stock Option
Plan (the "Plan") is to afford an incentive to officers, directors,
employees and consultants of VocalTec Communications Ltd. (the "Company"),
or any subsidiary of the Company which now exists or hereafter is organized
or acquired by the Company, to acquire a proprietary interest in the
Company, to continue as employees, directors and consultants, to increase
their efforts on behalf of the Company and to promote the success of the
Company's business. The Options granted under the Plan may or may not
contain such terms as will qualify such Options for the special tax
treatment under Section 102 of the Israeli Income Tax Ordinance (New
Version) 1961 (the "Ordinance") and any regulations, rules, orders or
procedures promulgated thereunder, including but not limited to the Income
Tax Rules (Tax Benefits in Stock Issuance to Employees) 1989 (the "Section
102").


2.      Definitions


As used in this Plan, the following words and phrases shall have the
meanings indicated:

(a) The "Plan" shall mean the VocalTec Communications Ltd. 2000 Israeli
Stock Option Plan.

(b) The "Company" shall mean VocalTec Communications Ltd.

(c) "Ordinary Shares" shall mean ordinary shares, par value NIS 0.01 per
share, of the Company.

(d) "Disability" shall mean the inability of a Grantee (as defined in
Section 3 hereof) to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be
expected to result in death or that has lasted or can be expected to last
for a continuous period of not less than twelve (12) months, as determined
by a medical doctor satisfactory to the Committee.

(e) "Fair Market Value" per share as of a particular date shall mean (i)
the closing sales price per share of Ordinary Shares on the national
securities exchange on which the Ordinary Shares are principally traded,
for the last preceding date on which there was a sale of such Ordinary
Shares on such exchange, or (ii) if the shares of Ordinary Shares are then
traded in an over-the-counter market, the average of the closing bid and
asked prices for the shares of Ordinary Shares in such over-the-counter
market for the last preceding date on which there was a sale of such
Ordinary Shares in such market, or (iii) if the shares of Ordinary Shares
are not then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Committee (as defined in Section
3 hereof), in its sole discretion, shall determine in good faith.
Notwithstanding the foregoing, in the case of all Options granted effective
as of the consummation of the public offerings of the Ordinary Shares (the
"Offerings"), the Fair Market Value per share of the Ordinary Shares
subject to such Options shall be equal to the public offering price per
share.

(f) "102 Options" shall mean Options containing such terms as will qualify
them for the special tax treatment under Section 102.

(g) "3(I) Options" shall mean Options that do not contain such terms as
will qualify them for the special tax treatment under Section 102.

(h) "Option" or "Options" shall mean a grant to a Grantee (as defined in
Section 3 hereof) of an option or options to purchase shares of Ordinary
Shares.

(i) "Trustee" shall mean a person nominated by the Committee or the Board,
as the case may be, and approved in accordance with the provisions of
Section 102.

(j) "Parent" shall mean any company (other than the Company), which now
exists or hereafter organized, in an unbroken chain of companies ending
with the Company if, at the time of granting an Option, each of the
companies other than the Company owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one
of the other companies in such chain.

(k) "Subsidiary" shall mean any company (other than the Company), which now
exists or hereafter organized, in an unbroken chain of companies beginning
with the Company if, at the time of granting an Option, each of the
companies other than the last company in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other companies in such chain.

(l) The "Ordinance" shall mean the Israeli Income Tax Ordinance (New
Version) 1961, as may be amended or replaced from time to time.

(m) The "Companies Law" shall mean the Israeli Companies Law 5759-1999, as
may be amended or replaced from time to time.

(n) "Retirement" shall mean a Grantee's retirement pursuant to applicable
law or in accordance with the terms of any tax-qualified retirement plan
maintained by the Company or any of its affiliates in which the Grantee
participates.


3.      Administration

The Plan shall be administered by a committee (the "Committee") established
by the Board of Directors of the Company (the "Board").

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.

Any member of such Committee shall be eligible to receive Options under the
Plan while serving on the Committee, unless otherwise specified herein.

The Committee shall have the authority in its discretion, subject to and
not inconsistent with the express provisions of the Plan and of any
applicable laws, 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 to recommend to the Board, subject to the
Companies Law (i) to grant Options; (ii) to determine the kind of
consideration payable (if any) with respect to Options; (iii) to determine
the period during which Options may be exercised, and whether in whole or
in installments; (iv) to determine the persons to whom, and the time or
times at which Options shall be granted (such persons are referred to
herein as "Grantees"); (v) to determine the number of shares to be covered
by each Option; (vi) to interpret the Plan; (vii) to prescribe, amend and
rescind rules and regulations relating to the Plan; (viii) to determine the
terms and provisions of the agreements (which need not be identical)
entered into in connection with Options granted under the Plan (the
"Agreements"); (ix) to cancel or suspend Options, as necessary; and (x) to
make all other determinations deemed necessary or advisable for the
administration of the Plan.

The Committee shall not be entitled to grant Options to the Grantees
however, it will be authorized to issue shares underlying options which
have been granted by the Board and duly exercised pursuant to the
provisions hereof all in accordance with section 112(a)(5) of the Israeli
Companies Law.

The Board shall fill all vacancies, however caused, in the Committee. The
Board may from time to time appoint additional members to the Committee,
and may at any time remove one or more Committee members and substitute
others.

Subject to applicable laws, no member of the Board or Committee shall be
liable for any action taken or determination made in good faith with
respect to the Plan or any Option granted hereunder.

All decisions and selections made by the Committee pursuant to the
provisions of the Plan shall be made by a majority of its members except
that no member of the Committee shall vote on, or be counted for quorum
purposes, with respect to any proposed action of the Committee relating to
any Option to be granted to that member. Any decision, made by the
Committee, and reduced to writing, shall be executed in accordance with the
provisions of the Company's Articles of Association, as same may be in
effect from time to time. The interpretation and construction by the
Committee of any provision of the Plan or of any Option thereunder shall be
final and conclusive unless otherwise determined by the Board.


4.      Eligibility


Officers, Directors, and other employees and consultants of the Company,
its Parents and Subsidiaries shall be eligible to receive Options
hereunder. In its determination as to the persons to whom Options shall be
granted and the number of shares to be covered by each Option, the
Committee, in its sole discretion, shall take into account the contribution
by the eligible individuals to the management, growth and/or profitability
of the business of the Company and such other factors as the Committee
shall deem relevant.

Notwithstanding anything in the Plan to the contrary, all grants of Options
to directors and office holders ("Nosei Misra" - as such term is defined in
the Israeli Companies Law) shall be authorized and implemented in
accordance with the provisions of the Israeli Companies Law or any
successor act or regulation, as in effect from time to time.

5.      Trustee

102 Options which shall be granted under the Plan and/or any Shares issued
upon exercise of such 102 Options and/or other shares received subsequently
following any realization of rights, shall be allocated or issued to a
Trustee nominated by the Committee, and approved in accordance with the
provisions of Section 102 (the "Trustee") and held for the benefit of the
Grantees. The 102 Options and any Shares received subsequently following
exercise of 102 Options, shall be held by the Trustee for such period of
time as required by Section 102 or any regulations, rules or orders or
procedures promulgated thereunder.

Notwithstanding anything to the contrary, the Trustee shall not release any
Options which were not already exercised into Shares by the Grantee or
release any Shares issued upon exercise of Options prior to the full
payment of the Grantee's tax liabilities arising from Options which were
granted to the Grantee and/or any Shares issued upon exercise of such
Options.

Upon receipt of the 102 Option, the Grantee will sign an undertaking to
release the Trustee from any liability in respect of any action or decision
duly taken and bona fide executed in relation with the Plan, or any Option
or Share granted to the Grantee thereunder.


6.      Ordinary Shares

The maximum number of shares of Ordinary Shares reserved for the purposes
of granting Options under the Plan or under present or future plans shall
be 1,000,000, subject to adjustment as provided in Section 8 hereof. The
Board may increase or decrease the number of Ordinary Shares to be reserved
under the Plan. Such shares may, in whole or in part, be authorized but
unissued shares or shares that shall have been or may be repurchased by the
Company (to the extent permitted pursuant to the Companies Law) or by a
trustee appointed by the Board under the relevant provisions of the
Companies Law or any equivalent provision. 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.

If any outstanding Option under the Plan should, for any reason expire, be
canceled or be terminated without having been exercised in full, the shares
of Ordinary Shares allocable to the unexercised, canceled or terminated
portion of such Option shall (unless the Plan shall have been terminated)
become available for subsequent grants of Options under the Plan.


7.      Terms and Conditions of Options

Each Option granted pursuant to the Plan shall be evidenced by a written
agreement between the Company and the Grantee (the "Option Agreement"), in
such form as the Committee shall from time to time approve, which Option
Agreement shall comply with and be subject to the following terms and
conditions, unless otherwise specifically provided in such Option
Agreement:

(a) NUMBER OF SHARES. Each Option Agreement shall state the number of
shares of Ordinary Shares to which the Option relates.

(b) TYPE OF OPTION. Each Option Agreement shall specifically state the type
of Option granted to the Grantee.

(c) OPTION PRICE. Each Option Agreement shall state the Option Price. The
Option Price shall be subject to adjustment as provided in Section 8
hereof. Subject to any applicable laws, the date on which the Committee
and/or the Board as the case may be according to applicable laws adopts a
resolution expressly granting an Option shall be considered the day on
which such Option is granted.

(d) MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in full, at
the time of exercise, as the Option Agreement may provide, in cash or
subject to any applicable laws in shares of Ordinary Shares having a Fair
Market Value equal to such Option Price or in a combination of cash and
Ordinary Shares or in such other manner as the Committee shall determine.

(e) TERM AND EXERCISABILITY OF OPTIONS. Each Option Agreement shall be
exercisable at such times and under such conditions as the Committee, in
its discretion, shall determine. The exercise period shall be subject to
earlier termination as provided in Sections 7(f) and 7(g) hereof. An Option
may be exercised, as to any or all full shares of Ordinary Shares as to
which the Option has become exercisable, by giving written notice of such
exercise to the Committee.

Subject to any applicable law, Options shall become exercisable in such
installments (which may be cumulative) as the Committee shall provide in
the terms of the respective Option Agreements; provided, however, that the
Committee, in its absolute discretion, may, on such terms and conditions as
it may determine to be appropriate, accelerate the time at which such
Option or any portion thereof may be exercised.

(f) TERMINATION. Except as provided in this Section 7(f) and in Section
7(g) hereof, an Option may not be exercised unless the Grantee is then in
the service or employ of the Company or a Parent or Subsidiary, and unless
the Grantee has remained continuously so employed or has continuously
performed such services since the date of grant of the Option. In the event
that the employment of a Grantee shall terminate or grantee shall cease
performance of services for the Company, a Parent or a Subsidiary thereof
(in either event, other than by reason of death, disability or retirement),
all Options of such Grantee that are exercisable at the time of such
termination or cessation may, unless earlier terminated in accordance with
their terms, be exercised within ninety (90) days after the date of such
termination or cessation;

(g) DEATH, DISABILITY OR RETIREMENT OF GRANTEE. If a Grantee shall die
while employed by, or performing services for, the Company or a Parent or
subsidiary thereof, or within ninety (90) days after the date of cessation
of such Grantee's employment or performance of services other than as a
result of termination for cause (or within such longer period as the
Committee may have provided pursuant to Section 7(e) hereof), or if the
Grantee's employment shall terminate or performance of services shall cease
by reason of Disability, or if Grantee's employment shall terminate due to
the Grantee's Retirement, all Options theretofore granted to such Grantee
(to the extent exercisable) may, unless earlier terminated in accordance
with their terms, be exercised by the Grantee or by the Grantee's estate or
by a person who acquired the right to exercise such Options by bequest or
inheritance or otherwise by reason of the death or Disability of the
Grantee, at any time within one year after the date of death or Disability
of the Grantee. In the event that an Option granted hereunder shall be
exercised by the legal representatives of a deceased or former Grantee,
written notice of such exercise shall be accompanied by a certified copy of
letters testamentary or equivalent proof of the right of such legal
representative to exercise such Option. In the event that the employment or
service of a Grantee shall terminate on account of such Grantee's
Retirement, all Options of such Grantee that are exercisable at the time of
such Retirement may, unless earlier terminated in accordance with their
terms, be exercised at any time within ninety (90) days after the date of
such Retirement (or such different period as the Committee shall
prescribe).

(h) OTHER PROVISIONS. The Option Agreements evidencing Options under the
Plan shall contain such other terms and conditions, not inconsistent with
the Plan, as the Committee may determine.


8.         Effect of Certain Changes

(a) If there is any change in the shares of Ordinary Shares through the
declaration of dividends, stock dividends, recapitalization, stock splits,
or combinations or exchanges of such shares, or other similar transactions,
the number of Ordinary Shares available for the grant of Options, the
number of such shares covered by outstanding Options, and the price per
share of Options shall be proportionately adjusted by the Committee to
reflect such change in the issued shares of Ordinary Shares; provided,
however, that any fractional shares resulting from such adjustment shall be
eliminated in the manner provided by the Committee in its sole discretion.

(b) In the event of (i) a sale of all or substantially all of the assets of
the Company; or (ii) a sale (including an exchange) of all of the shares of
capital stock of the Company; or (iii) a merger, consolidation,
amalgamation or like transaction of the Company with or into another
corporation; or (iv) a scheme of arrangement for the purpose of effecting
such sale, merger or amalgamation (all such transactions being herein
referred to as a "Merger/Sale"), then, without the Grantee's consent and
action -

(i) the Committee in its sole discretion will use its efforts to cause that
any Option then outstanding be assumed or an equivalent Option shall be
substituted by such successor corporation or, in such event that such
transaction is effected through a subsidiary, the parent of such successor
corporation, under substantially the same terms as the Option; and

(ii) in such case that such successor corporation or other entity does not
agree to assume the Option or to substitute an equivalent Option, then the
Committee shall, in lieu of such transaction and in its sole discretion,
provide in each Grantee's Option Agreement either (i) for the Grantee to
have the right to exercise the Option as to all of the Ordinary Shares or
any part thereof, including Ordinary Shares covered by the Option which
would not otherwise be exercisable, under such terms and conditions as the
Committee shall determine; or (ii) for the cancellation of each outstanding
Option at the closing of said Merger/Sale, against payment to the Grantee
of an amount in cash equal to (a) the fair market value of each Ordinary
Share covered by the Option as reflected under the terms of the
Merger/Sale, minus (b) the Option Price of each Ordinary Share covered by
the Option.

(iii) Notwithstanding the foregoing, in the event of a Merger/Sale, the
Committee may determine in its sole discretion that upon completion of such
Merger/Sale, the terms of any Option be otherwise amended and modified, as
the Committee shall deem in good faith to be appropriate, and that the
Option shall confer the right to purchase any other security or asset, or
any combination thereof, or that its terms be otherwise amended or
modified, as the Committee shall deem in good faith to be appropriate.

(c) Notwithstanding the foregoing, in the event that the Company and the
other party to a Merger/Sale agree that such transaction is to be treated
as a "pooling of interests" for financial reporting purposes, and if such
transaction is in fact so treated, then any acceleration of exercisability
pursuant to Section 8(b)(ii)(ii) shall not occur to the extent that the
Company's independent public accountants separately determine in good faith
that such acceleration would preclude the use of "pooling of interests"
accounting.

(d) In the event of a change in the Ordinary Shares of the Company as
presently constituted that is limited to a change of all of its authorized
shares of Ordinary Shares into the same number of shares with a different
par value or without par value, the shares resulting from any such change
shall be deemed to be the Ordinary Shares within the meaning of the Plan.

(e) Except as herein before expressly provided in this Section 8, the
Grantee of an Option hereunder shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class or the payment
of any stock dividend or any other increase or decrease in the number of
shares of stock of any class or by reason of any dissolution, liquidation,
merger, or consolidation or spin-off of assets or stock of another company;
and any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares of Ordinary Shares subject to an Option. The grant of an
Option pursuant to the Plan shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structures or to merge or to consolidate
or to dissolve, liquidate or sell, or transfer all or part of its business
or assets or engage in any similar transactions.


9.      Surrender and Exchanges of Options


The Committee may permit the voluntary surrender of all or a portion of any
Option granted under the Plan or any option granted under any other plan,
program or arrangement of the Company or any subsidiary ("Surrendered
Option"), to be conditioned upon the granting to the Grantee of a new
Option for the same number of shares of Ordinary Shares as the Surrendered
Option, or may require such voluntary surrender as a condition precedent to
a grant of a new Option to such Grantee. Subject to the provisions of the
Plan, such new Option shall be exercisable at the price, during such period
and on such other terms and conditions as are specified by the Committee at
the time the new Option is granted.


10.        Period During which Options may be Granted

Subject to applicable laws, Options may be granted pursuant to the Plan
from time to time within a period of ten (10) years from the date the Plan
is adopted by the Board.


11.     Nontransferability of Options

Options granted under the Plan shall not be transferable otherwise than by
will or by the laws of descent and distribution, and Options may be
exercised, during the lifetime of the Grantee, only by the Grantee.


12.        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, and/or its Subsidiaries, and the Trustee or the Grantee),
hereunder, shall be borne solely by the Grantee. The Company and/or its
Subsidiaries, and the Trustee shall withhold taxes according to the
requirements under the applicable laws, rules, and regulations, including
withholding taxes at source. Furthermore, the Grantee shall agree to
indemnify the Company and/or its Subsidiaries and/or the Trustee 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 Grantee, unless the said liability is a result
of default of the Company.

The Committee and/or the Trustee shall not be required to release any Share
certificate to a Grantee until all required payments have been fully made.


13.     Amendment and Termination of the Plan

The Board at any time and from time to time may suspend, terminate, modify
or amend the Plan. Except as provided in Section 8 hereof, no suspension,
termination, modification or amendment of the Plan may adversely affect any
Option previously granted, unless the written consent of the Grantee is
obtained.


14.        Rights as a Shareholder

Except as provided in Section 8(d) hereof, a Grantee shall have no rights
as a shareholder with respect to any shares covered by the Option until the
date of the issuance of a share certificate to the Grantee for such shares
and until registration of the Grantee as holder of such shares in the
Company's register of shareholders upon exercise of the Option in
accordance with the provisions of the Plan. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distribution of other rights for which the record date is
prior to the date such stock certificate is issued, except as provided in
Section 8 hereof.


15.        No Rights to Employment

Nothing in the Plan or in any Option granted or Agreement entered into
pursuant hereto shall confer upon any Grantee the right to continue in the
service or employ of the Company or any subsidiary or to be entitled to any
remuneration or benefits not set forth in the Plan or such Agreement or to
interfere with or limit in any way the right of the Company or any such
subsidiary to terminate such Grantee's employment or services. Options
granted under the Plan shall not be affected by any change in duties or
position of a Grantee as long as such Grantee continues in the service or
employ of the Company or any subsidiary.


16.        Governing Law & Jurisdiction

The Plan and all determinations made and actions taken pursuant hereto
shall be governed by 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 matter pertaining to the Plan.

17.     Approval

The Plan shall take effect upon its adoption by the Board and shall
terminate on the tenth anniversary of such date. Notwithstanding the
foregoing, in the event that approval of the Plan by the shareholders of
the Company is required under applicable law, in connection with the
application of certain tax treatment or pursuant to applicable stock
exchange rules or regulations or otherwise, such approval shall be obtained
within the time required under the applicable law.


18.        Effective Date and Duration of the Plan

This Plan shall be effective as of the date it was adopted by the Board and
shall terminate on the tenth anniversary of such date.


19.     Rules Particular to Specific Counties

Notwithstanding anything herein to the contrary, the terms and conditions
of the Plan may be amended with respect to a particular country (including
but not limited to the United States and Israel) by means of an addendum to
the Plan in the form of an Annex, and to the extent that the terms and
conditions set forth in the Annex conflict with any provisions of the Plan,
the provisions of the Annex shall govern. Terms and conditions set forth in
the Annex shall apply only to options issued to Grantees under the
jurisdiction of the specific country that is subject of the Annex and shall
not apply to options issued to Grantees not under the jurisdiction of such
country. The adoption of any such Annex shall be subject to the approval of
the Board.