---

---

# Exhibit 4c2

The following is a summary of the
principal features of the 2003 Plan. The following summary is qualified in its entirety by
reference to the 2003 Plan, a copy of which is available from the Company upon request.

Purposes.
          The purpose of the 2003 Plan is to provide incentives to employees and officer
          holders (as defined in the Israeli Companies Law) of the Company (excluding
          controlling shareholders), or any related company thereof, by providing them
          with opportunities to purchase Ordinary Shares of the Company. The 2003 Plan is
          designed to allow the grantees to benefit from the provisions of
          Section 102 of the Israeli Income Tax Ordinance (New Version), 1961, or the
          Tax Ordinance, and the rules and regulations promulgated thereunder.

Administration.
          The 2003 Plan shall be administered by a Compensation Committee appointed by the
          Companys Board of Directors, or where not permitted under applicable law,
          by the Board of Directors of the Company (the term Committee shall,
          for the purpose of the summary of the 2003 Plan, refer to such Board appointed
          committee or to the Board, as applicable). Subject to the terms of the 2003 Plan
          and applicable law, the Committee will have the power to determine the persons
          who will receive option awards, the terms and conditions of such option awards
          (such as vesting schedule and exercise price) and/or other matters as set forth
          in the 2003 Plan. The interpretation and construction by the Committee of any
          provision of the 2003 Plan or of any option granted thereunder will be final and
          conclusive. The Committee may grant, at its sole discretion, against
          cancellation of an option granted to a grantee, a new option, exercisable at an
          exercise price equal to, or lower or greater than, the exercise price of the
          original cancelled option, which will be subject to different conditions, in
          accordance with the terms of the 2003 Plan.

Securities Subject to the 2003
Plan. The total number of shares that may be subject to options granted
under the 2003 Plan shall be 770,500 Ordinary Shares (subject to adjustment as provided in
the 2003 Plan). If an option expires or otherwise ceases to exist, all Ordinary Shares
covering such option will again be available for grant and returned to the
pool of Ordinary Shares reserved for issuance under the 2003 Plan.

Eligibility.
          The Committee may grant options to any employee, director and officer of the
          Company or any related company thereof, other than to a Controlling Shareholder
          of the Company (as such term is defined in the Tax Ordinance) except that grants
          to the Companys office holders will be subject to the approvals required
          under applicable law.

Exercise Price;
Vesting. The exercise price and vesting schedule of options granted under
the 2003 Plan are determined by the Committee, as specified in the option grant agreement
by and between the Company and the grantee and subject to the terms of the 2003 Plan. The
Committee will have full authority to determine any provisions regarding the acceleration
of the vesting of any options or the modification of any restrictions and conditions with
respect to any options or underlying shares.

Repricing.
          Subject to applicable law, the Committee may, at any time and from time to time,
          without the approval of the shareholders of the Company, effectuate a decrease
          in the exercise price of outstanding Options.



---

---

Termination of Employment or
Service. In the event that employment or service with the Company or one of
its related companies is terminated for any reason, then all the unvested options on the
date of termination shall terminate immediately. If the grantees employment or
service is terminated (i) without cause (as such term is defined in the 2003
Plan) then the grantee may exercise vested options as follows: (a) if the grantee
resigned, the grantee may exercise vested options within ninety (90) days from the date of
cessation of employment or service; and (b) if the grantee was discharged, the grantee may
exercise vested options until the end of their term under the original terms of their
grant; (ii) as a result of death or disability, then the grantee or the grantees
legal heirs may exercise vested options that the grantee would be entitled to exercise
pursuant to the grantees option grant agreement, (iii) is terminated for
cause (such as the conviction of the grantee for any flagrant criminal offense
or an offense that affects the Company and/or related companies, the refusal of the
grantee to comply with any reasonable legal order of his/her superiors in connection with
the business of the Company and/or its related companies, the commission by the grantee of
an act of embezzlement towards the Company and/or its related companies, breach of the
grantees duty of loyalty towards the Company and/or its related companies (including
disclosure of confidential information regarding the Company and/or its related companies)
or any act or omission by the grantee which the Board of Directors believes adversely
affects the Company and/or its related companies), then all options, whether vested or
not, will terminate immediately.

In the event that the termination of
the grantees employment or service shall be as a result of the transfer of the
grantee to the employ or service, as an employee or office holder, of a merged cable
television operator or management company for the operation of the cable television
operators, which will be established as a result of the merger of the Israeli cable
television operators or as a result of the cooperation between the Company and the other
Israeli cable television operators, then: (i) the rights of the grantee in connection with
options received pursuant to the 2003 Plan shall remain in their entirety, whether vested
or not at the time of employment or service termination, and the grantee shall be deemed,
for the purpose of the 2003 Plan, as an employee or office holder of the Company, unless
the rights of the grantee to the tax benefits under the Capital Gains Route will be
adversely affected; or (ii) in the event that following the termination of employment or
service with the Company the grantee will not be entitled to the benefits under the 2003
Plan as he was entitled until the date of termination of his employment or service, then
the Committee will act in order to assure that all of the rights of the grantee under the
2003 Plan (including the tax benefits under the Capital Gains Route) will not be harmed,
including, among other things, by any of the following actions (a) provide a monetary
compensation under such terms as the Committee shall determine, (b) exchange the rights of
the grantee with another compensation plan; and (c) acceleration of the vesting terms,
such that the grantee may exercise all options immediately after the termination of
employment or service with the Company; all at the Committees sole discretion.

Adjustments upon Certain
Events; Liquidation Event; Corporate Transaction. If there is a change in
capitalization, such as a stock dividend, stock split, combination or exchange of shares,
recapitalization or any other similar event, which results in an increase or decrease in
the number of issued and outstanding Ordinary Shares, an appropriate adjustment will be
made to the exercise price of each outstanding option and the number of Ordinary Shares
subject to each outstanding option.

If the Company shall resolve to
commit voluntary liquidation or dissolution, the Company shall notify each holder of
outstanding options of such decision, and such holders may exercise vested options within
ten (10) days, and any outstanding options that have not been exercised within such period
will terminate.

If within twenty-four (24) months
from the date of grant of an option the Company shall distribute dividends in cash to the
Companys shareholders, the number of options to which each grantee shall be entitled
will increase, in accordance with the formula set forth in the 2003 Plan.

2

---

---

In the event of (i) a merger,
acquisition, reorganization of the Company with or into another company in which the
Company is not the surviving entity; or (ii) a sale of all or substantially all of the
Companys assets or shares, the outstanding options on the date of the occurrence of
any one of the foregoing events will generally be, at the discretion of the Committee,
substituted or exchanged for options or any other securities of the successor entity (or a
parent or subsidiary thereof) that were distributed to the Companys shareholders in
exchange for shares in connection with the transaction, and appropriate adjustments shall
be made to the exercise price per share to reflect such substitution or exchange. Without
deviating from the foregoing, the Committee shall have the authority, in its sole
discretion, to include a provision in the option grant agreement of any grantee that shall
provide that in the event of a corporate transaction in which the successor entity (or a
parent or subsidiary thereof) does not consent to substitute or exchange the options, the
vesting schedules of part or all of the options shall be accelerated and the grantee shall
be entitled to exercise such options ten (10) days prior to the closing of such corporate
event.

Limitations on Transferability
of Options and or Shares. Options and/or the rights of the grantee with
respect to options are not assignable or transferable by the grantee, except by will or
the laws of descent and distribution, except as otherwise provided in the 2003 Plan, and
an option may be exercised during the lifetime of the grantee only by such grantee.

Term.
          The 2003 Plan will expire ten (10) years from the date it was adopted by the
          shareholders of the Company. Options will expire upon the expiration date set
          forth in the option grant agreement, unless earlier terminated in connection
          with the termination of employment or service with the Company.

Amendment.
          Any amendment or modification to the 2003 Plan shall be approved by the
          shareholders of the Company, to the extent required by applicable laws or
          authorities. Notwithstanding the aforesaid, subject to applicable law, the
          Committee, in its discretion, may at any time and from time to time, without the
          approval of the shareholders of the Company (i) increase the amount of shares
          reserved for issuance under the 2003 Plan to reflect a reorganization, merger,
          share split or similar events; (ii) extend the duration of the 2003 Plan; (iii)
          significantly expand the class of participants eligible to participate in the
          2003 Plan; and (iv) expand the types of options and/or awards provided under the
          2003 Plan. The amendment of modification of the 2003 Plan cannot adversely
          affect the rights of any option holder thereunder without the written consent of
          such option holder.

Certain Israeli Income Tax
Consequences. Option grants to Israeli employees and office holders
(excluding Controlling Shareholders, as such term is defined in the Tax Ordinance), under
the 2003 Plan shall be granted only under Section 102 of the Ordinance, or Section
102 Options. Options granted under the 2003 Plan will be deposited with a trustee
designated by the Committee, which must be approved by the Israeli Commissioner of Income
Tax, or the Trustee, the Trustee is required to hold each such option and the
Ordinary Shares issued upon exercise thereof in trust, or the Trust, for the
benefit of the grantee in respect of whom such option was granted.

Section 102 Options are taxed on the
date of sale of the underlying Ordinary Shares and/or the date of the release of the
options or such underlying Ordinary Shares from the Trust (rather than on the exercise
date of the options). The income of the grantee on such date is calculated as the fair
market value of the share (or the actual sale price) less the exercise price of the
option.

3

---

---

When the Capital Gains Route is
elected for the taxation of Section 102 Options then, provided such options (or the
underlying Ordinary Shares) are held by the Trustee for a period of at least two years
from the end of the tax year in which such options are granted, the gains derived from
such options shall be classified as capital gains and the Company will not be required to
withhold any social security and national health insurance charges, but will not benefit
from any recognized tax expense resulting from the grant of such awards. However, if the
underlying Ordinary Shares are sold (or if the underlying Ordinary Shares or options are
released from the Trust) prior to the lapse of such period, gains derived from such sale
shall be deemed ordinary income, and the Company will be required to pay and withhold
applicable social security and national health insurance payments, but the Company will
nevertheless not benefit from any recognized tax expense resulting from the grant of such
awards. Notwithstanding the foregoing, the Company will recognize a tax expense if the
exercise price of an option award is less than the fair market value of the Ordinary
Shares at the time of grant of the options, and only with respect to such amount
(calculated as the average of the closing market price for the Companys Ordinary
Shares for the 30 trading days preceding the grant of such option award).

In the event that the Committee had
elected the Ordinary Income Route for the taxation of Section 102 Options, then the gains
derived from such options would be classified as ordinary income and the Company would be
required to pay and withhold applicable social security and national health insurance
payments, and the Company would benefit from a recognized tax expense resulting from the
grant of such awards.

The Company elected the Capital Gains
Route for the taxation of option awards that will be granted to Israeli personnel under
the 2003 Plan pursuant to Section 102 of the Ordinance.

The foregoing is a brief summary
of certain Israeli income tax consequences of the 2003 Plan to the Company and is based on
the current tax structure applicable to companies in Israel and does not purport to be
complete. Reference should be made to the applicable provisions of the Tax Ordinance. To
the extent that the summary is based on new tax legislation yet to be judicially or
administratively interpreted, we cannot be sure that the views expressed will accord with
any future interpretation. The summary is not intended, and should not be construed, as
legal or professional advice and does not exhaust or cover all possible tax
considerations. In particular, the summary does not discuss the tax implications or the
provisions of the income tax laws of any non-Israeli jurisdiction.

4

---

---