US/Asia Plan

                                   CAMTEK LTD.

                         SUBSIDIARY EMPLOYEE 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)   the "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" - an employee of a Subsidiary to whom Options are granted
            or to whom the Company decides to grant Options.

      (F)   "Plan" - the Company's Employee Subsidiary Option Plan as provided
            hereunder, and as may be amended from time to time, 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
            8.2 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 8.3 of the Plan.

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

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

      (L)   the "Custodian" - a custodian who may be appointed by the Company
            for the purposes of this Plan and who shall act in accordance with
            terms to be determined by the Board.

      (M)   "Incentive Stock Option(s)" - as defined in Section 7 hereto.

      (N)   "Incentive Stock Option Grantee" - as defined in Section 7 hereto.

      (O)   "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.

<PAGE>
US/Asia Plan                           2


2.    The Plan

      2.1   Purpose - The purpose and intent of the Plan is to grant to selected
            employees of the Company's Subsidiaries, an opportunity to purchase
            Shares of the Company by way of granted Options and to provide an
            additional incentive to such employees to remain in the employ of
            the Company's Subsidiaries, to encourage the sense of proprietorship
            of such employees, and to stimulate the active interest of such
            employees in the success of the Company and the Company's
            Subsidiaries.

      2.2   Effective Date - The Board has resolved to adopt and authorize the
            Plan and has resolved that it shall enter into effect commencing
            1.9.97.

      2.3   Sunset Date - The Plan shall be valid and in effect for a period of
            ten (10) years and shall expire on 31.8.2007.

3.    Administration

      3.1   The Plan shall be administered by the Board.

      3.2   The Board shall have sole and full discretion and sole authority to
            administer the Plan and all actions related thereto, including to
            perform any and all of the following from time to time and at any
            time:

            3.2.1 to determine the Subsidiaries' employees in favor of whom the
                  Options shall be granted, the number of Options to be granted
                  in favor of each employee, the Exercise Price and Exercise
                  Period thereof, and the conditions under which such Options
                  may be exercised, including with respect to the entrustment of
                  the Options with a Custodian;

            3.2.2 to interpret the Plan;

            3.2.3 to determine the terms of the Option Agreements;

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

            3.2.5 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 the 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

      In determining the employees in favor of whom Options are to be granted,
      the number of Options to be granted and the terms of the Options, the
      Board may take into account the

<PAGE>
US/Asia Plan                           3


      nature of the services rendered by the respective employee, such
      employee's present and future potential and contribution to the success of
      the Subsidiaries, and any other criteria the Board may deem relevant.

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 all
            the documents necessary in order to comply with all applicable tax
            laws (hereinafter: the "Tax Laws"), and all other documents that may
            be required by the Company at any time, (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 Board adopts a resolution to grant Options in
            favor of such Grantee, and the Company shall sign such Documents
            after they have been duly signed and returned by such Grantee.

            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   The Board may, from time to time, with respect to all of the
            Grantees or with respect to any particular Grantee, resolve that
            during the Restricted Period (as defined below) and until the
            underlying Shares are released (as provided below), the Options
            granted hereunder shall be held by the Custodian and the Exercised
            Shares shall be issued to the Custodian, and both shall be
            registered in the name of the Custodian, who shall hold the Options
            and/or the Exercised Shares in trust for such period as determined
            by the Board commencing from the date the Option documentation is
            deposited with the Custodian (hereinafter: the "Restricted Period"),
            and then continuing until such time as they are released, as
            hereinafter provided.

<PAGE>
US/Asia Plan                           4


7.    Award of Incentive Stock Options

      The Board may, from time to time and subject to the provisions of the Plan
      and such other terms and conditions as the Board may prescribe, grant to
      any participant in the Plan who is a United States citizen or resident
      and/or otherwise subject to taxation in the United States with respect to
      the grant of the Options, one or more "incentive stock options" (intended
      to qualify as such under the provisions of Section 422 of the Internal
      Revenue Code of 1986, as amended) (the "Code" and "Incentive Stock
      Options" respectively) to purchase for cash the number of Shares allotted
      by the Board. The maximum number of Shares that may be issued under this
      Section 7 is 200,000. The date an Incentive Stock Option is granted shall
      mean the date selected by the Board as of which the Board allots a
      specific number of shares to a participant pursuant to the Plan.
      Notwithstanding the foregoing, Incentive Stock Options shall not be
      granted to any owner of 10% or more of the total combined voting power of
      the Company and its Subsidiaries.

      Without derogating from anything to the contrary contained herein, it is
      hereby clarified that a resolution of the Board with the following effect
      shall require shareholder approval: (i) increasing the maximum number of
      Shares that may be issued under this Section 7; (ii) extending the period
      during which an Incentive Stock Option may be granted or exercised; (iii)
      extending the term of this Incentive Stock Option Plan; or (iv) changing
      the class of employees who are eligible to participate in this Incentive
      Stock Option Plan.

      7.1   Incentive Stock Option Agreements.

            The grant of an Incentive Stock Option shall be evidenced by a
            written Incentive Stock Option Agreement, executed by the Company
            and the holder of an Incentive Stock Option (the "Incentive Stock
            Option Grantee"), stating the number of Incentive Stock Options to
            be granted and the other terms referred to in Section 6.2 of the
            Plan, and in such form as the Board may from time to time determine.

      7.2   Incentive Stock Option Price.

            The exercise price of the Incentive Stock Options shall be 100% of
            the fair market value of a share of Shares on the date the Incentive
            Stock Option is granted. For as long as the Company's shares are
            traded on Nasdaq, said fair market value shall be as determined by
            the closing value of the Shares listed on Nasdaq at the closing of
            the last previous day of trading.

      7.3   Maximum Amount of Incentive Stock Option Grant.

            The aggregate value of Shares vesting in any calendar year to the
            benefit of any one Grantee pursuant to an Incentive Stock Option,
            shall not exceed US $100,000, such value measured by the fair market
            value of such shares on the date of grant of the Option pursuant to
            Section 7.2 above.

      7.4   Applicability of Stock Options Sections.

            All Sections of this Plan with the specific exclusion of any
            provisions pertaining to the holding of the Options of the
            underlying Shares by a Custodian shall apply equally to

<PAGE>
US/Asia Plan                           5


            Incentive Stock Options, mutatis mutandis, to the extent not
            inconsistent with the express provisions of this Section 7. Said
            sections are incorporated by reference in this Section 7 as though
            fully set forth herein.

8.    Terms of Options

      8.1   Except as otherwise provided, the amount 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 of (a) any Option be less than the
            par value price of the Shares; and of (b) any Incentive Stock Option
            be less than the fair market value of the Shares on the date of the
            grant of the Options, as set forth in Section 7.2 above.

      8.2   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 employ of any of the
                  Subsidiaries for a period of not less than 2 years 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 50% of all
                  the Options granted in such Grantee's favor.

            (b)   If the Grantee remains in the employ of any of the
                  Subsidiaries for a period of not less than 3 years from the
                  Date of Grant - the Grantee shall be entitled to exercise 75%
                  of all the Options granted in such Grantee's favor.

            (c)   If the Grantee remains in the employ of any of the
                  Subsidiaries for a period of not less than 4 years from the
                  Date of Grant - the Grantee shall be entitled to exercise 100%
                  of all the Options granted in such Grantee's favor.

            In the event that the employment of the Grantee is terminated for
            any reason (including due to death or disability), all of the
            Options granted in such Grantee's favor which are not yet Vested
            Options shall immediately expire and terminate, shall become null
            and void and shall not entitle the Grantee to any right in or to the
            Company. Notwithstanding the above, a transfer of a Grantee's
            employment from one Subsidiary to another Subsidiary or to the
            Company shall not be deemed a termination of the Grantee's
            employment.

      8.3   Exercise Period

            8.3.1 Each Vested Option shall remain exercisable until the lapse of
                  two years following the later of : (i) the vesting date of
                  such Options, or (ii) the date of the initial public offering
                  of the Company's shares on Nasdaq.

            8.3.2 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

<PAGE>
US/Asia Plan                           6


                  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 8.3.2, 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.

      8.4   Unless otherwise instructed in writing by the Company, Vested
            Options may be exercised at one time or from time to time during the
            Exercise Period, Custodianby providing written instructions to the
            Company from the Grantee in a form to be determined by the Company
            at its principal office or to anyone the Company may designate for
            this purpose, accompanied by the full payment of the Exercise Price
            for the Vested Options then being exercised, by personal check or
            cashier's check payable to the order of the Company (the written
            instructions accompanied by the full payment shall be referred to
            hereinafter as: the "Exercise Notice"); provided however, that in
            case payment is made 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

<PAGE>
US/Asia Plan                           7


            thereof, until the personal check shall have been fully honored by
            the bank on which it was drawn.

      8.5   If such Vested Options are held by a Custodian, the terms under
            which such Vested Options may be exercised and the terms of their
            issuance and release shall be determined by the Company, including
            in accordance with the Tax Laws.

      8.6   A Grantee whose employment with any of the Subsidiaries was
            terminated for any reason (including death or disability) shall be
            entitled only to the Exercised Shares and to the Vested Options, and
            the remaining Options (i.e. non-Vested) shall expire and terminate
            and become null and void and shall not entitle the Grantee to any
            right in or to the Company.

9.    Transferability

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

      9.2   Notwithstanding the abovesaid, 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.

      9.3   Following the exercise of the Vested Options, the Exercised Shares
            shall be transferable after the Restricted Period, subject to all
            applicable securities regulations and lock-up provisions. 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, confirmation of same shall have been
            received by the Custodian or the Company, and the conditions set
            forth in Section 9 hereunder shall have been fulfilled.

      9.4   Without derogating from the abovesaid, in the event the shareholders
            of the Company (not including shareholders who purchased shares
            under a share option plan for employees or officeholders)
            (hereinafter: the "Selling Shareholders") intend to sell all of
            their shares in the Company, and to the effect that the Grantee was
            asked to do so by the majority of the Selling Shareholders (which
            majority shall be determined according to the pro rata share of each
            Selling Shareholder of the issued share capital of the Company), the
            Grantee shall be obligated to join the sale and sell the Exercised
            Shares such Grantee holds, under the same terms and conditions as
            the Selling Shareholders are selling their shares, and if requested
            by the purchasers of such sale, at the purchaser's sole discretion,
            the Grantee shall sell to the 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.

<PAGE>
US/Asia Plan                           8


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 such Grantee's assets, or any 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, the
            Grantee's receiver, successors, creditors or assignees, to any right
            in, or toward the Company in connection with same, and all interests
            and rights of the Grantee, the Grantee's receiver, successors,
            creditors or assignees, in and to same, if any, shall expire.

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 such
            Grantee 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, except for the right to receive dividends as provided
            in Section 12.1 hereinafter, the Grantee shall not have any rights
            by virtue of the Exercised Shares until same shall have been
            released and 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.

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

<PAGE>
US/Asia Plan                           9


12.   Dividends and Bonus Shares

      12.1  Cash dividends paid or distributed, if any, with respect to the
            Exercised Shares held by the Custodian, 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  If the Exercised Shares are registered to the Custodian all bonus
            shares to be issued by the Company, if any, with regard to the
            Exercised Shares, shall, be registered in the name of the Custodian
            and, if the Exercised Shares are registered to the Grantee, such
            bonus shares shall 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  If the bonus shares were registered in the name of the Custodian,
            the Custodian 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 or all 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.); (e) or 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, a right of 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 Employment Obligations

      Nothing in the Plan, the Option Agreements or in any Option granted
      hereunder shall guarantee the Grantee's employment in any of the
      Subsidiaries and no obligation of any of the Subsidiaries as to the length
      of employment of the Grantee or as to any other term of

<PAGE>
US/Asia Plan                            10


      employment shall be implied by same; it is provided that the employment of
      any employee may be terminated at any time pursuant to such employee's
      terms of employment and any 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, 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 the 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 the Grantee's 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.

      Each of the Company and the Custodian, if applicable, may withhold from
      any payment 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 law.

18.   Subordination

      It is clarified that the grant of the Options hereunder is subject to the
      approval, if necessary, by the relevant tax authorities of the Plan and
      the Custodian, in accordance with 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.