CAMTEK LTD.

                           EXECUTIVE SHARE OPTION PLAN

1.    Definitions

      As used herein the following terms shall have the meanings hereinafter set
      forth, unless the context clearly indicates the contrary.

      (A)   "Company" - Camtek Ltd.

      (B)   "Board" - the Board of Directors of the Company.

      (C)   "Share(s)" - Ordinary Shares of the Company, each with a par value
            of NIS 0.01.

      (D)   "Option(s)" - an Option or Options granted within the framework of
            this Plan each of which imparts the right to purchase one Share per
            Option.

      (E)   "Grantee" - a director or other Officer Holder of the Company or any
            Subsidiary to whom Options are granted or to whom the Company
            decides to grant Options and who is not entitled to receive options
            under Section 102 of the Israeli Income Tax Ordinance (New Version),
            1961 and/or under the Company's Employee Share Option Plans for
            employees.

      (F)   "Plan" - the Company's Office Holders Year 2000 Share Option Plan as
            provided hereunder, and as may be amended from time to time by the
            Board, as set forth hereinbelow.

      (G)   "Option Agreement" - the Agreement to be executed between the
            Company and the Grantee under which Option(s) are to be granted.

      (H)   "Vested Option(s)" - that portion of the Options which the Grantee
            is entitled to exercise in accordance with the provisions of Section
            7.2 of the Plan or the provisions of the Option Agreement executed
            with such Grantee.

      (I)   the "Exercise Period" - the period during which the Vested Options
            may be exercised, as provided in Section 7.3 of the Plan.

      (J)   "Exercise Price" - the price which the Grantee must pay to exercise
            each Option.

      (K)   "Exercised Shares" - the Shares that are issued upon the exercise of
            the Options.

      (L)   "Law" - the Companies' Law - 1999.

      (M)   "Office Holder" - as defined in the Law.

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      (N)   "Subsidiary" - any company in which, at the time of granting an
            Option, the Company owns, directly or indirectly, at least fifty
            percent (50%)of the total combined voting power of all classes of
            shares of such company.

      (O)   the "Trustee" - the trustee who may be appointed by the Company for
            the purposes of this Plan.

2.    The Plan

      2.1   Purpose

            The purpose and intent of the Plan is to grant to directors and
            other selected Office Holders of the Company, who are not entitled
            to receive options under Section 102 of the Israeli Income Tax
            Ordinance (New Version), 1961 and/or under the Company's Employee
            Share Option Plans for employees, an opportunity to purchase Shares
            of the Company by way of granted Options in order to provide an
            additional incentive to such directors and Office Holders to remain
            in the engagement of the Company, to encourage the sense of
            proprietorship of such directors and Office Holders, and to
            stimulate their active interest in the success of the Company.

      2.2   Effective Date

            The Plan shall become effective as of the date on which it has been
            adopted by the Board.

3.    Administration

      3.1   The Plan shall be administered by the Board or by a committee
            appointed by the Board, subject to the provisions of the Law, the
            regulations promulgated thereunder, including with respect to any
            required corporate actions and approvals, if any, and any applicable
            tax laws and/or tax authorities' directives (such tax laws and/or
            directives shall be referred to hereinafter as the "Tax Laws").

      3.2   Subject to the provisions of the Law and any regulations promulgated
            thereunder, including with respect to any required corporate actions
            and approvals, if any, the Board shall have sole and full discretion
            and sole authority to administer the Plan and all actions therunder
            or related thereto, including to perform any and all of the
            following, from time to time and at any time:

            3.2.1 to designate Grantees;

            3.2.2 to determine the number of Options to be granted in favor of
                  each Grantee, the Exercise Price thereof, and the conditions
                  under which such Options may be exercised, including the
                  Exercise Period and the terms of vesting;

            3.2.3 to interpret the Plan;

            3.2.4 to determine the terms of the Option Agreements;

            3.2.5 to perform any action required or advisable for the
                  administration of the Plan; and

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            3.2.6 to prescribe, amend, modify (including by adding new terms and
                  rules), and to rescind and terminate the Plan or any of its
                  terms.

      3.3   Any amendment or modification of the Plan, if any, shall be
            applicable to the relationship between the Grantee and the Company,
            including under the Option Agreements and such amendment or
            modification shall be deemed to have been included in the Plan and
            the Option Agreements, ab initio, unless the amendment or
            modification adversely affects the rights of a Grantee under the
            Vested Options.

4.    Eligibility

      The persons who shall be eligible to receive grants pursuant to this Plan
      shall be such directors or other Officer Holders of the Company or any
      Subsidiary who are not entitled to receive options under Section 102 of
      the Israeli Income Tax Ordinance (New Version), 1961 and/or under the
      Company's Employee Share Option Plans for employees, as the Company shall,
      from time to time, determine.

5.    Reserved Shares

      The total number of Options to be granted to the Grantees pursuant to the
      Plan shall be determined from time to time by the Board.

      The Company shall at all times reserve such number of authorized but
      unissued Shares which equals the number of Shares to which all of the then
      outstanding Options may be converted upon exercise.

6.    Grant of Options and Issuance of Shares in Trust

      6.1   The Options shall be granted in favor of the Grantee for no
            consideration.

      6.2   The Options and the Grantee's rights thereunder shall be subject to
            the execution of an Option Agreement between the Company and the
            Grantee, which Option Agreement shall set forth the terms and
            conditions of the Options, as determined by the Company, including
            without limitation, the number of Options granted thereunder, the
            terms of exercise thereof (including the Exercise Price) and any
            other term the Board may deem necessary.

      6.3   In addition, the Options shall be subject to the execution of a
            trust agreement, if applicable, and to the execution of all the
            other documents that the Company may find to be required in order to
            comply with the Tax Laws or otherwise (the Option Agreement and said
            documents shall be hereinafter referred to as: the "Documents").

      6.4   The Company shall provide the Grantee with the Documents for
            signature after the a resolution to grant Options in favor of such
            Grantee is adopted in accordance with all necessary corporate
            actions and after all the necessary approvals, if any, have been
            obtained, and the Company shall sign such Documents after they have
            been duly signed and returned by such Grantee.

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            It is hereby clarified that the execution of the said Documents by
            the Grantee does not exempt the Grantee from signing any other
            document as may be required by the Company at a later stage.

      6.5   During the Restricted Period (as defined below) and until the
            Exercised Shares are released (as provided below), the Options
            granted hereunder shall be held by the Trustee and registered in the
            Trustee's name, and the Exercised Shares shall be issued to the
            Trustee and registered in the name of the Trustee, who shall hold
            the Options and/or the Exercised Shares in trust for a period of two
            years, or a shorter period as may be determined by the Board with
            respect to any specific grant, or, in the absence of such
            determination of a shorter period, until such time at which the
            Grantee requests from the Company and the Board approves such
            release at its discretion (hereinafter: the "Restricted Period").
            After the lapse of the Restricted Period, the Options and/or the
            Exercised Shares shall be held by the Trustee until such time as
            they are released, as hereinafter provided; provided however that
            the Board may determine with respect to all of the Grantees or with
            respect to a particular Grantee that Options granted under this Plan
            and the Exercised Shares issued by virtue thereof shall not be
            entrusted with a Trustee and shall be issued and registered directly
            in the favor of such Grantee.

7.    Terms of Options

      7.1   The number of Options and the Exercise Price for each Grantee shall
            be determined by the Board and shall be specified in the Option
            Agreement; provided, however, that in no event shall the Exercise
            Price be less than the fair market value of the Shares on the date
            of the grant of the Options. For as long as the Company's shares are
            traded on Nasdaq, said fair market value shall be determined by the
            closing value of the Shares listed on Nasdaq at the close of the
            last day of trading prior to the date of the Board resolution
            granting such Options to the Grantee.

      7.2   Unless otherwise determined by the Board with respect to any
            specific Grantee, the right of a Grantee to exercise the Options
            granted in such Grantee's favor during the Exercise Period shall be
            vested with such Grantee as follows:

            (a)   If the Grantee remains in the engagement of the Company or any
                  Subsidiary for a period of not less than one (1) year from the
                  date of the resolution of the Board regarding the issuance of
                  the Options to the Grantee (hereinafter: the "Date of the
                  Grant") - the Grantee shall be entitled to exercise 25% of all
                  the Options granted in such Grantee's favor.

            (b)   If the Grantee remains in the engagement of the Company or any
                  Subsidiary for a period of more than one (1) year from the
                  Date of Grant - the Grantee shall be entitled to exercise the
                  remaining 75% of the Options on a monthly basis in equal
                  portions over an additional period of three (3) years, such
                  that 1/36 of the remaining Options shall vest at the
                  conclusion of each month thereafter.

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      7.3   Exercise Period

            Each Vested Option shall remain exercisable until the lapse of five
            (5) years following the date on which such Option became vested,
            unless terminated prior to such time, as provided in Section 10.3
            below.

      7.4   Effect of A Merger

            In the event of a merger of the Company with or into another
            corporation, or the sale of all or substantially all the assets or
            the shares of the Company (such merger or sale: the "Merger
            Transaction"), the surviving or the acquiring entity, as the case
            may be, or their respective parent or subsidiary (the "Successor
            Entity"), may either assume the Company's rights and obligations
            under outstanding Options or substitute for outstanding Options
            substantially equivalent options for the Successor Entity's shares.

            For purposes of this Section 7.4, the outstanding Options shall be
            deemed assumed or substituted by the Successor Entity if, following
            the consummation of the Merger Transaction, the outstanding Options
            confer the right to purchase or receive in accordance with their
            terms, for each share subject to any outstanding Option immediately
            prior to the consummation of the Merger Transaction, the
            consideration (whether shares, cash or other securities or property)
            to which a holder of a share on the effective date of consummation
            of the Merger Transaction was entitled; provided however, that if
            such consideration is not solely securities of the Successor Entity,
            the Board may, with the consent of the Successor Entity, provide for
            the consideration to be received upon the exercise of the
            outstanding Options, to be solely securities of the Successor Entity
            equal in their market value to the per share consideration received
            by the holders of shares in the Merger Transaction.

            In the event that the Successor Entity does not assume or substitute
            for all of the outstanding Options of a Grantee, then the Grantee
            shall have a period of fifteen (15) days, from the date designated
            in a written notice to be given to the Grantee by the Company, to
            exercise all the Vested Options of the Grantee; provided, however,
            that if the Merger Transaction occurs within the first one year
            period of vesting, a proportionate quantity of the Options granted
            to the Grantee which are to be vested at the end of the first one
            year period, relative to such Grantee's engagement period out of
            such one-year period, shall become vested and may be exercised by
            the Grantee within said 15-day period.

            All Options which are neither assumed or substituted for by the
            Successor Entity nor exercised as of the date of the end of the said
            15 day period shall expire and terminate effective as of the date of
            the consummation of the Merger Transaction, shall become null and
            void and shall not entitle the Grantee to any right in or towards
            the Company.

      7.5   Vested Options may be exercised at one time or from time to time
            during the Exercise Period, by giving written notice to the Company
            at its principal office, of the exercise of Vested Options,
            specifying the number of Vested Options being exercised and
            accompanied by payment in full of the Exercise Price for such Vested
            Options, by personal check or cashier's check payable to the order
            of the Company (such written instructions accompanied by full
            payment shall be called hereinafter: the "Exercise

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            Notice"); provided however, that in case of payment by personal
            check (and not by cashier's check), the Options shall not be deemed
            exercised, and the Company shall not issue the Exercised Shares in
            respect thereof, until the personal check shall have been fully and
            irrevocably honored by the bank on which it was drawn and further
            provided that the Company shall not issue the shares and the Options
            shall not be deemed exercised until the Company has been provided
            with the tax authorities' confirmation which either waives the tax
            withholding obligation and/or confirms the payment of the tax with
            respect to such exercise and/or has reached another arrangement with
            the Grantee, regarding the tax amounts, if any, that are to be
            withheld by the Company under the law with respect to such exercise,
            which is satisfactory to the Company, and if such arrangement
            requires the approval of the Trustee, is also satisfactory to the
            Trustee. Vested Options that are held by the Trustee shall be
            exercised only by the Trustee, who shall give the Company an
            Exercise Notice following receipt by the Trustee of an Exercise
            Notice from the Grantee.Vested Options that are held by the Grantee
            shall be exercised by the Grantee.

      7.6   In the event the the Options were entrusted with a Trustee, the
            Exercised Shares underlying such Options shall be issued in the name
            of the Trustee who shall hold same until their release as
            hereinafter provided.

      7.7   A Grantee whose engagement with the Company was terminated for any
            reason (including death or disability) shall be entitled only to the
            Exercised Shares, and subject to Section 10.3 below, to the Vested
            Options; the remaining Options (i.e. non-Vested Options) shall
            expire and terminate and become null and void and shall not entitle
            the Grantee to any right in or to the Company.

8.    Transferability

      8.1   The Options and all rights related thereto shall not be assignable,
            transferable, subjected to an attachment, lien or encumbrance of any
            kind.

      8.2   Notwithstanding the foregoing, the Vested Options shall be
            transferable by will or intestacy, provided that the Company
            receives written notice thereof, accompanied by a certified copy of
            the Will or Intestacy Order and/or other evidence deemed acceptable
            by the Board, and accompanied by the transferee(s) written consent
            to the provisions and rules of the Tax Laws, the Plan, and the
            Option Agreement.

      8.3   Following the exercise of the Vested Options, the Exercised Shares
            shall be transferable, subject to all applicable securities
            regulations and lock-up provisions, and in the event the Options are
            held by the Trustee, after the Restricted Period. Further, to the
            extent that applicable law provides for concurrent payment of taxes
            by the transferor upon transfer, the Exercised Shares shall only be
            transferable once payment of all taxes required to be paid in
            connection with a sale or transfer of Exercised Shares shall have
            been made to the tax assessor and confirmation of same shall have
            been received by the Trustee or the Company, as applicable, and the
            conditions set forth in Section 9 hereunder shall have been
            fulfilled.

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      8.4   Without derogating from the foregoing, in the event the majority of
            the shareholders of the Company, which majority shall be determined
            according to the pro rata share of each selling shareholder of the
            issued share capital of the Company, not including shareholders who
            purchased shares under an employee share option plan or an office
            holder share option plan (hereinafter: the "Selling Shareholders")
            intend to sell all or substantially all of their shares in the
            Company, and to the effect that the Grantee was asked to do so by
            the Selling Shareholders, the Grantee shall be obligated to join in
            the sale and to sell his Shares, under the same conditions as the
            Selling Shareholders are selling their shares; and if requested by
            the purchasers in such sale, at the purchasers' sole discretion, the
            Grantee shall sell to such purchasers the Vested Options, under the
            same terms as if the Grantee had exercised same immediately prior to
            the sale, it being clarified that the Exercise Price shall be
            deducted from the sale price under such terms and that the remaining
            Options (i.e. non-Vested Options) shall expire and terminate and
            become null and void and shall not entitle the Grantee to any right
            in or to the Company.

9.    Release

      Upon the lapse of the Restricted Period, the Trustee may, pursuant to the
      written request of the Grantee, release and transfer the Exercised Shares
      to the Grantee, or to any third party to whom the Grantee wishes to sell
      the Exercised Shares, as indicated in the Grantee's written notice,
      provided however that all the following conditions will have been
      fulfilled prior to such transfer: (i) payment to the tax assessor of all
      taxes required to be paid upon the release and transfer of the Exercised
      Shares and confirmation of same received by the Trustee, if any; and (ii)
      receipt by the Trustee of written confirmation issued by the Company to
      the Trustee stating that all requirements for said release and transfer
      have been fulfilled according to the terms of the Articles, the Tax Laws,
      the Plan and the Option Agreement. The date on which the Exercised Shares
      shall be released and transferred to the Grantee shall hereinafter be
      referred to as the "Date of Release".

10.   Termination

      10.1  Notwithstanding anything to the contrary herein, any Option granted
            in favor of a Grantee not exercised by such Grantee within the
            Exercise Period and in strict accordance with the terms of the Plan
            and the Option Agreement shall, upon the lapse of the Exercise
            Period, immediately expire and terminate, become null and void, and
            shall not entitle the Grantee to any right in or toward the Company
            in connection with same; and all interests and rights of the Grantee
            in and to same shall expire.

      10.2  Notwithstanding anything to the contrary herein, upon the issuance
            of a court order declaring the bankruptcy of a Grantee, or the
            appointment of a receiver or a provisional receiver for a Grantee or
            over his assets, or any material part thereof, or upon making a
            general assignment for the benefit of his creditors, any Option
            issued and registered in favor of such Grantee which was not yet
            exercised by the Grantee shall immediately expire and terminate,
            become null and void and shall not entitle the Grantee, his
            receiver, successors, creditors or assignees, to any right in or
            towards the Company in connection with same; and all interests and
            rights of the Grantee, his receiver, successors, creditors and/or
            assignees, in and to same, if any, shall expire.

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      10.3  Notwithstanding anything else to the contrary herein, but
            specifically subject to Section 7.4 above, after the date of
            termination of the Grantee's engagement by the Company or any
            Subsidiary as a director or an Office Holder, the Grantee shall be
            entitled to exercise the Vested Options during an additional period
            of time beyond the date of such termination, only if: (i)
            termination is without Cause (as defined below), in which event any
            Vested Options still in force and unexpired may be exercised within
            a period of three (3) months from the date of such termination; (ii)
            termination is the result of the death or disability of the Grantee,
            in which event any Vested Options still in force and unexpired may
            be exercised within a period of eighteen (18) months from the date
            of termination in the event of death and twelve (12) months from the
            date of termination in the event of disability, or (iii) prior to
            the date of such termination, the Board shall authorize an extension
            of the terms of all or part of the Vested Options beyond the date of
            such termination for a period not to exceed the period during which
            the Vested Options by their terms would otherwise have been
            exercisable. Vested Options not exercised in accordance with the
            above shall immediately expire and terminate, become null and void,
            and shall not entitle the Grantee to any right in or toward the
            Company in connection with the same, and all interests and rights of
            the Grantee in and to the same shall expire.

            The term "Cause" shall mean (i) conviction for any felony which
            involves moral turpitude or which affects the Company or a
            Subsidiary; (ii) any refusal to carry out a reasonable directive of
            the Company or a Subsidiary, if applicable, which was within the
            scope of the duties of the Grantee and which involves the business
            of the Company or its affiliates and was capable of being lawfully
            performed; (iii) embezzlement of funds of the Company or its
            affiliates; (iv) any breach of the Grantee's fiduciary duties or
            breach in bad faith of such Grantee's duties of care to the Company
            or a Subsidiary, if applicable; including without limitation
            disclosure of confidential information of the Company or a
            Subsidiary; and (v) any conduct not in good faith reasonably
            determined by the Board to be materially detrimental to the Company
            or to a Subsidiary.

11.   Rights as Shareholder

      11.1  It is hereby clarified that a Grantee shall not, by virtue of the
            Plan, the Option Agreement or any Option granted in favor of him
            thereunder, have any of the rights of a shareholder with respect to
            any Shares represented by the Options, until the Options have been
            exercised.

            Furthermore, the Grantee shall not have any rights by virtue of the
            Exercised Shares until same shall have been transferred to the
            Grantee by registering same in the Grantee's name, and only then
            shall the Grantee have the rights of a shareholder with respect to
            the shares so registered; provided however, that in the event that
            Exercised Shares are held by the Trustee, the only right of the
            Grantee by virtue of such Exercised Shares shall be to receive
            dividends as provided in Setion 12.1 hereinafter.

      11.2  For so long as the Exercised Shares are held by the Trustee, the
            Company shall consider only the Trustee as the owner of such shares
            for all purposes whatsoever (including without limitation, for the
            purpose of delivering notices); the Trustee, however, shall not

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            exercise the voting rights conferred by such Exercised Shares in any
            way whatsoever, and shall not issue a proxy to any person or entity
            to vote such shares.

      11.3  The Grantee shall not have, and hereby waives the right to have, by
            virtue of the Exercised Shares, any pre-emptive rights to purchase,
            along with the other shareholders in the Company, a pro rata portion
            of any securities proposed to be offered by the Company prior to the
            offering thereof to any third party and any rights of first refusal
            to purchase any securities of the Company offered by the other
            shareholders of the Company.

12.   Dividends and Bonus Shares

      12.1  Cash dividends, if any, paid or distributed with respect to the
            Exercised Shares held by the Trustee, shall be remitted directly to
            the Grantee who is entitled to the Exercised Shares for which the
            dividends are being paid or distributed.

      12.2  All bonus shares to be issued by the Company, if any, with regard to
            the Exercised Shares, shall, if the Exercised Shares are registered
            to the Trustee, be registered in the name of the Trustee and, if the
            Exercised Shares are registered to the Grantee, be registered in the
            name of the Grantee. All provisions applying to the Exercised
            Shares, shall apply to the bonus shares, mutatis mutandis.

      12.3  The Trustee shall transfer the said bonus shares upon the transfer
            of the Exercised Shares with respect to which the bonus shares were
            issued.

13.   Adjustments

      The number of Shares to which each outstanding Option is exercisable,
      shall be proportionately adjusted in the event of a reorganization of the
      share capital of the Company by a stock split, reverse stock split,
      combination or reclassification of the shares, as well as for a
      distribution of bonus shares. Such adjustment shall be made by the Board,
      whose determination in this matter shall be final and binding.

      All provisions applying to the Exercised Shares shall apply to all shares
      received as a result of an adjustment as described above.

14.   Rights to Changes

      The Plan or the Option Agreement shall not affect in any way the rights,
      powers or freedoms of the Company or its shareholders to make or
      authorize: (a) any sale, transfer or any change whatsoever in all or any
      part of the Company's assets, obligations or business, or any other
      business, commercial or corporate act or proceeding, whether of a similar
      character or otherwise; (b) any adjustments, recapitalizations,
      reorganizations or other changes in the Company's capital structure or
      business; (c) any merger or consolidation of the Company; (d) any issue of
      bonds, debentures, shares (including preferred or prior preference shares
      ahead of or affecting the existing shares of the Company, including the
      shares into which the Options granted hereunder are exercisable or the
      Exercised Shares or the rights thereof, etc.); or (e) the dissolution or
      liquidation of the Company; and none of the above acts or authorizations
      shall entitle the Grantee to any right or remedy, including without
      limitation any right of

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      compensation for any dilution resulting from any issuance of any shares or
      of any other securities in the Company to any person or entity whatsoever.

15.   No Engagment Obligations

      Nothing in the Plan, the Option Agreements or in any Option granted
      hereunder shall guarantee the Grantee's engagement by the Company and no
      obligation of the Company as to the length of engagement of the Grantee or
      as to any other term of engagement shall be implied by same; the Company
      reserves the right to terminate the engagement of any Grantee pursuant to
      such Grantee's terms of engagement and pursuant to any applicable law.

16.   No Representation

      The Company does not and shall not, through this Plan or through any
      Option Agreement, make or be deemed to make any representation toward any
      Grantee with regard to the Company or any Subsidiary, its business, its
      value or with regard to the Company's shares in general, and the Exercised
      Shares in particular, their value or rights.

      The Grantee, upon entering the Option Agreement, represents and warrants
      toward the Company, that such Grantee's consent to the grant of the
      Options issued in favor of the Grantee and their exercise (if so
      exercised), is, in no respect, made on the basis of any representation or
      warranty made by the Company or by any of its directors, officers,
      shareholders or employees, and is made based only upon his examination and
      expectations of the Company, on an "as is" basis. The Grantee waives any
      claim whatsoever of "non conformity" of any kind or any other cause of
      action or claim of any kind with respect to the Options and/or the Shares
      exercised thereupon.

17.   Tax Consequences

      All tax consequences arising from the grant or exercise of any Option, the
      payment for or the transfer of the Exercised Shares to the Grantee, or
      from any other event or act (of the Company or the Grantee) hereunder,
      shall be borne solely by the Grantee, and the Grantee shall indemnify the
      Company and hold it harmless from and against any and all liability for
      any such tax or interest or penalty.

      The Company and/or the Trustee may withhold, as applicable, from any
      payment or other right to which the Grantee may be entitled to from the
      Company, the amount of the tax and/or other mandatory payment the
      withholding of which is required with respect to the Options and/or the
      Exercised Shares under any applicable law and the Tax Laws.

18.   Subordination

      It is clarified that the grant of the Options hereunder is subject to the
      approval of the Plan and/or the Trustee, if necessary, by the relevant tax
      authorities, in accordance with, inter alia, the Tax Laws. It is also
      clarified that the Plan and the Option Agreement are subject to the
      provisions of the Tax Laws which accordingly, shall be deemed an integral
      part of each, and which shall prevail over any term that is not consistent
      with the Tax Laws.