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Exhibit 10o

Nonqualified Stock Option- 2000 Plan

# STOCK OPTION
CERTIFICATE

For _______Shares

Issued Pursuant to the 
2000 Incentive Plan of

# AMPAL-AMERICAN ISRAEL
CORPORATION

Name of Holder:

Number of Shares
Subject to this Option:

|Exercise Price:            
Issuance Date:
Expiration Date:           
Vesting Terms: | $____ per Share
Ten years from date of grant
Option to purchase ______ Shares shall vest and become exercisable, on a
quarterly basis, on the ___ day of the month of each three month period
following the Issuance Date for each of the four years following the Issuance
Date.
|------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

THIS
CERTIFIES that on Issuance Date set forth above, the Holder identified above was granted
an option (the Option) to purchase at the Exercise Price all or any part of
the number of shares of fully paid and non-assessable shares (Shares) of the
Class A Stock ($1.00 par value) of AMPAL-AMERICAN ISRAEL CORPORATION, a New York
corporation (the Company)set forth above, upon and subject to the following
terms and conditions:

(a)       
          Terms of the Plan. The Option is granted pursuant to, and is subject to
          the terms and conditions of, the 2000 Incentive Plan of the Company (the
          Plan), the terms, conditions and definitions of which are hereby
          incorporated herein as though set forth at length, and the receipt of a copy of
          which the Holder hereby acknowledges by his signature below. Capitalized terms
          used herein shall have the meanings set forth in the Plan, unless otherwise
          defined herein.

(b)       
          Expiration. This Option shall expire on the Expiration Date set forth
          aboveunless extended or earlier terminated in accordance with this
          Option Certificate or the Plan.

(c)       
          Exercise. This Option may be exercised or surrendered during the
          Holders lifetime only by the Holder or his/her guardian or legal
          representative. THIS OPTION SHALL NOT BE TRANSFERABLE BY THE HOLDER OTHERWISE
          THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION, SUBJECT TO THE TERMS
          AND CONDITIONS OF THE PLAN.

This
Option shall vest and be exercisable as set forth in the Vesting Terms above.



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This Option
shall be exercised by the Holder (or by her executors, administrators, guardian or legal
representative) as to all or part of the Shares, by the giving of written notice of
exercise to the Company, in which event the Company shall issue to the Holder the number
of Shares determined as follows (subject to reduction for any Withholding Taxes as
provided in Section J hereof):

| | X
= Y [(A-B)/A]
| | ---------------

| | where:
| | ------

| | X
= the number of Shares to be issued to the Holder.
| | ----------------------------------------------------

| | Y
= the number of Shares with respect to which this Option is being exercised.
| | ------------------------------------------------------------------------------

| | A
= the Fair Market Value of the Shares into which such Option is exercisable, determined
at the date of tender,
| | ----------------------------------------------------------------------------------------------------------------

| | B
= the Exercise Price.
| | -----------------------

The
notice of exercise shall be delivered to the Company at its principal business office or
such other office as the Committee may from time to time direct, and shall be in such
form, containing such further provisions consistent with the provisions of the Plan, as
the Committee may from time to time prescribe. In no event may any Option granted
hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of
Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable
time thereafter, such transfer shall be evidenced on the books of the Company. No person
exercising an Option shall have any of the rights of a holder of Shares subject to an
Option until certificates for such Shares shall have been issued following the exercise of
such Option. No adjustment shall be made for cash dividends or other rights for which the
record date is prior to the date of such issuance.

(d)       
          Termination of Employment. In the event of the termination of employment
          of the Holder for any reason (other than death, disability or for reasons other
          than for cause as provided below), this Option, to the extent not previously
          exercised or expired, shall be deemed canceled and terminated on the day of such
          termination or separation.

In
the event of the termination of the Holders employment other than for cause, (i) the
Option and all rights granted hereunder shall be forfeited and deemed canceled and no
longer exercisable on the day that is seven (7) days after the date of such termination of
employment, and (ii) with respect to the portion of the Option that had not vested at the
time of termination of Holders employment, the Option and all rights granted
hereunder shall be forfeited and deemed canceled and no longer exercisable. For the
purposes of this Stock Option Certificate, the term cause shall be defined as
(i) any act of fraud or embezzlement in respect of the Company or any of their
respective funds, properties or assets, (ii) conviction of the Holder of a felony under
the laws of the United States or any state thereof; (iii) willful misconduct or gross
negligence by the Holder in connection with the performance of his or her duties to the
Company; (iv) intentional dishonesty by the Holder in the performance of his or her duties
to the Company; and (v) engagement by the Holder in the use of illegal substances or
alcohol, which use has impaired the Holders ability, as determined by the Board of
Directors of the Company, on an ongoing basis, to perform his or her duties to the
Company. A determination of cause shall be made by the Board of Directors of the Company.

2

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(e)       
          Death. In the event the Holder dies while employed by the Company or any
          of its subsidiaries or affiliates, or during his term as a Director of the
          Company or any of its subsidiaries or affiliates, as the case may be, this
          Option, to the extent not previously expired or exercised, shall, to the extent
          exercisable on the date of death, be exercisable by the estate of the Holder or
          by any person who acquired this Option by bequest or inheritance, at any time
          within one year after the death of the Holder, unless earlier terminated
          pursuant to its terms, provided, however, that if the term of this Option
          would expire by its terms within one year after the Holders death, the
          term of this Option shall be extended until one year after the Holders
          death.

(f)       
          Disability. In the event of the termination of employment of the Holder
          or the separation from service of a Director who is a Holder due to total
          disability, the Holder, or her guardian or legal representative, shall have the
          unqualified right to exercise any portion of this Option which has not been
          previously exercised or expired and which the Holder was eligible to exercise as
          of the first date of total disability (as determined by the Company), at any
          time within ninety (90) days after such termination or separation, unless
          earlier terminated pursuant to its terms, provided, however, that if the
          term of such Option would expire by its terms within ninety (90) days after such
          termination or separation, the term of such Option shall be extended until
          ninety (90) days after such termination or separation. The term total
          disability shall, for purposes of this Option Certificate, be defined in
          the same manner as such term is defined in Section 22(e)(3) of the Internal
          Revenue Code of 1986, as amended.

(g)       
          Change in Control. In the event of the occurrence of a change in control
          (as defined below) of the Company, this Option and all rights granted hereunder
          shall immediately vest and be exercisable in accordance with its terms with
          respect to those Shares not already vested and exercisable pursuant to the terms
          of this Option. For purposes of this Option, a change in control of the
          Company shall be deemed to occur if:

| | (i)       
               there shall have occurred a change in control of a nature that would be required
               to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
               promulgated under the Securities Exchange Act of 1934, as amended (the
               Exchange Act), as in effect on the date hereof, whether or not the
               Company is then subject to such reporting requirement, provided,
               however, that there shall not be deemed to be a change in
               control of the Company if immediately prior to the occurrence of what
               would otherwise be a change in control of the Company (a) the
               Executive is the other party to the transaction (a Control Event)
               that would otherwise result in a change in control of the Company or
               (b) the Executive is an executive officer, trustee, director or more than 5%
               equity holder of the other party to the Control Event or of any entity, directly
               or indirectly, controlling such other party,
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               the Company merges or consolidates with, or sells all or substantially all of
               its assets to, another company (each, a Transaction),
               provided, however, that a Transaction shall not be deemed to
               result in a change in control of the Company if (a) immediately
               prior thereto the circumstances in (i)(a) or (i)(b) above exist, or (b) (1) the
               shareholders of the Company, immediately before such Transaction own, directly
               or indirectly, immediately following such Transaction in excess of fifty percent
               (50%) of the combined voting power of the outstanding voting securities of the
               corporation or other entity resulting from such Transaction (the Surviving
               Corporation) in substantially the same proportion as their ownership of
               the voting securities of the Company immediately before such Transaction and (2)
               the individuals who were members of the Companys Board of Directors
               immediately prior to the execution of the agreement providing for such
               Transaction constitute at least a majority of the members of the board of
               directors or the board of trustees, as the case may be, of the Surviving
               Corporation, or of a corporation or other entity beneficially directly or
               indirectly owning a majority of the outstanding voting securities of the
               Surviving Corporation, or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (iii)       
               the Company acquires assets of another company or a subsidiary of the Company
               merges or consolidates with another company (each, an Other
               Transaction) and (a) the shareholders of the Company, immediately before
               such Other Transaction own, directly or indirectly, immediately following such
               Other Transaction 50% or less of the combined voting power of the outstanding
               voting securities of the corporation or other entity resulting from such Other
               Transaction (the Other Surviving Corporation) in substantially the
               same proportion as their ownership of the voting securities of the Company
               immediately before such Other Transaction or (b) the individuals who were
               members of the Companys Board of Directors immediately prior to the
               execution of the agreement providing for such Other Transaction constitute less
               than a majority of the members of the board of directors or the board of
               trustees, as the case may be, of the Other Surviving Corporation, or of a
               corporation or other entity beneficially directly or indirectly owning a
               majority of the outstanding voting securities of the Other Surviving
               Corporation, provided, however, that an Other Transaction shall
               not be deemed to result in a change in control of the Company if
               immediately prior thereto the circumstances in (i)(a) or (i)(b) above exist.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(h)       
          Adjustments. In the event that the Company shall determine that any
          dividend or other distribution (whether in the form of cash, shares of common
          stock of the Company, other securities, or other property), recapitalization,
          stock split, reverse stock split, reorganization, merger, consolidation,
          split-up, spin-off, combination, repurchase, or exchange of shares of common
          stock of the Company or other securities, the issuance of warrants or other
          rights to purchase shares of common stock of the Company, or other securities,
          or other similar corporate transaction or event affects the Shares, such that an
          adjustment is determined by the Company to be appropriate in order to prevent
          dilution or enlargement of the benefits or potential benefits intended to be
          made available to the Holder, then the Company shall, in such manner as the
          Company may deem equitable, adjust any or all of (i) the number and type of
          shares of common stock of the Company subject to this Option, and (ii) the grant
          or exercise price with respect to this Option, or, if deemed appropriate, make
          provision for a cash payment to the Holder.

(i)       
          Delivery of Share Certificates. Within a reasonable time after the
          exercise of this Option, the Company shall cause to be delivered to the person
          entitled thereto a certificate for the Shares purchased pursuant to the exercise
          of this Option. If this Option shall have been exercised with respect to less
          than all of the Shares subject to this Option, the Company shall also cause to
          be delivered to the person entitled thereto a new Option Certificate in
          replacement of this Option Certificate if surrendered at the time of the
          exercise of this Option, indicating the number of Shares with respect to which
          this Option remains available for exercise, or this Option Certificate shall be
          endorsed to give effect to the partial exercise of this Option.

(j)       
          Withholding. In the event that the Holder elects to exercise this Option
          or any part thereof, and if the Company or any subsidiary or affiliate of the
          Company shall be required to withhold any amounts (the Withholding
          Taxes) by reason of any federal, state or local or foreign tax laws, rules
          or regulations in respect of the issuance of Shares to the Holder pursuant to
          the Option or the exercise or disposition (in whole or in part) of the Option or
          the underlying Shares, the Company or such subsidiary or affiliate shall be
          entitled to deduct and withhold such amounts from any payments to be made to the
          Holder. In any event, the Holder shall make available to the Company or such
          subsidiary or affiliate, promptly when requested by the Company or such
          subsidiary or affiliate, sufficient funds to meet the requirements of such
          withholding; and the Company or such subsidiary or affiliate shall be entitled
          to take and authorize such steps as it may deem advisable in order to have such
          funds available to the Company or such subsidiary or affiliate out of any funds
          or property due or to become due to the Holder.

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(k)       
          Reservation of Shares. The Company hereby agrees that at all times there
          shall be reserved for issuance and/or delivery upon exercise of this Option such
          number of Shares as shall be required for issuance or delivery upon exercise
          hereof.

(l)       
          Rights of Holder. Nothing contained herein shall be construed to confer
          upon the Holder any right to be continued in the employ of the Company and/or
          any subsidiary or affiliate of the Company or derogate from any right of the
          Company and/or any subsidiary or affiliate of the Company to retire, request the
          resignation of, or discharge the Holder at any time, with or without cause. The
          Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
          in the Company, either at law or in equity, and the rights of the Holder are
          limited to those expressed herein and are not enforceable against the Company
          except to the extent set forth herein.

(m)       
          Registration; Legend. The Company may postpone the issuance and delivery
          of Shares upon any exercise of this Option until (a) the admission of such
          Shares to listing on any stock exchange or exchanges on which Shares of the
          Company of the same class are then listed and (b) the completion of such
          registration or other qualification of such Shares under any state or federal
          law, rule or regulation as the Company shall determine to be necessary or
          advisable. The Holder shall make such representations and furnish such
          information as may, in the opinion of counsel for the Company, be appropriate to
          permit the Company, in light of the then existence or non-existence with respect
          to such Shares of an effective Registration Statement under the Securities Act
          of 1933, as amended, to issue the Shares in compliance with the provisions of
          that or any comparable act.

The
Company may cause the following or a similar legend to be set forth on each certificate
representing Shares or any other security issued or issuable upon exercise of this Option
unless counsel for the Company is of the opinion as to any such certificate that such
legend is unnecessary:

| | THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE ACT), OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS ESTABLISHED BY AN OPINION FROM
COUNSEL TO THE COMPANY.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(n)       
          Amendment. The Company may, with the consent of the Holder, at any time
          or from time to time amend the terms and conditions of this Option, and may at
          any time or from time to time amend the terms of this Option.

(o)       
          Notices. Any notice which either party hereto may be required or
          permitted to give to the other shall be in writing, and may be delivered
          personally or by mail, postage prepaid, or overnight courier, addressed as
          follows: if to the Company, at its office at 111 Arlozorov Street, Tel Aviv,
          Israel, 62098, Attn: Vice President  Investments and Corporate Affairs, or
          at such other address as the Company by notice to the Holder may designate in
          writing from time to time; and if to the Holder, at the address shown below her
          signature on this Option Certificate, or at such other address as the Holder by
          notice to the Company may designate in writing from time to time. Notices shall
          be effective upon receipt.

(p)       
          Interpretation. A determination of the Committee as to any questions
          which may arise with respect to the interpretation of the provisions of this
          Option and of the Plan shall be final and binding. The Committee may authorize
          and establish such rules, regulations and revisions thereof as it may deem
          advisable.

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IN
WITNESS WHEREOF, the parties have executed this Option Certificate as of the date set
forth above.

| |  | AMPAL-AMERICAN ISRAEL CORPORATIONBy:
   Name:
   Title:
| |  | ---------------------------------------------------------------------

ACCEPTED:
______________________________
Holder
______________________________
Address
______________________________
City State Zip Code
______________________________
Social Security/ID Number

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