EXHIBIT 4.6

                                  METALINK LTD.
            a company organized under the laws of the state of Israel
                                 (the "Company")

                            SHARE OPTION PLAN (2000)

                               A. NAME AND PURPOSE

     1. NAME: This plan, as amended from time to time, shall be known as the
"METALINK Ltd. Share Option Plan 2000" (the "Plan").

     2. PURPOSE: The purpose and intent of the Plan is to provide incentives to
certain (i) members of the advisory board of the Company, as appointed from time
to time by the Board of Directors of the Company; and (ii) independent
contractors of the Company, by providing them with opportunities to purchase
Ordinary Shares, nominal value of 0.10 each (the "Shares") of the Company,
pursuant to a plan approved by the Board of Directors of the Company (the
"Board").

                   B. GENERAL TERMS AND CONDITIONS OF THE PLAN

     3. ADMINISTRATION:

          3.1 The Plan will be administered by the Board of Directors of the
     Company (the "Board).

          3.2 Subject to the general terms and conditions of this Plan, the
     Board shall have the full authority in its discretion, from time to time
     and at any time, to determine (i) the grantees ("Grantees") to whom options
     to purchase Shares (the "Options") shall be granted, (ii) the number of
     Options to be granted, (iii) the time or times at which the same shall be
     granted, (iv) the schedule and conditions, including performance conditions
     (INTER ALIA, of the Grantee or the Company's share), if applicable, on
     which such Options may be exercised and/or on which such Shares shall be
     paid for and/or on which RSUs (as defined in Section 13 below) may vest;
     and/or (v) any other matter which is necessary or desirable for, or
     incidental to, the administration of the Plan.

          3.3 The Board may, from time to time, adopt such rules and regulations
     for carrying out the Plan as it may deem necessary. No member of the Board
     shall be liable for any act or determination made in good faith with
     respect to the Plan or any Option granted thereunder.

          3.4 The interpretation and construction by the Board of any provision
     of the Plan or of any Option thereunder shall be final and conclusive
     unless otherwise determined by the Board.


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     4. ELIGIBLE GRANTEES:

          4.1 The Board, at its discretion, may grant Options to any advisor or
     independent contractor of the Company.

          4.2 The grant of an Option to a Grantee hereunder, shall neither
     entitle such Grantee to participate, nor disqualify him from participating,
     in any other grant of options pursuant to this Plan or any other share
     option plan of the Company.

     5. GRANT OF OPTIONS: The effective date of the grant of an Option (the
"Date of Grant") shall be the date specified by the Board in its determination
relating to the award of such Option. The Board shall give the Grantee written
notice (the "Notice of Grant") of the grant of an Option.

     6. RESERVED SHARES: The Company will reserve such number of authorized but
unissued Ordinary Shares for purposes of the Plan, as will be determined from
time to time by the Board, subject to adjustments as provided in Section 11
hereof. All Shares under the Plan, in respect of which the right hereunder of a
Grantee to purchase the same shall, for any reason, terminate, expire or
otherwise cease to exist, shall again be available for grant through Options
under the Plan.

     7. GRANT OF OPTIONS:

          7.1 The Board in its discretion may award to Grantees Options
     available under the Plan.

          7.2 The Notice of Grant shall state, inter alia, the number of Shares
     covered thereby, the vesting schedule, the dates when the Options may be
     exercised, the exercise price, and such other terms and conditions as the
     Board at its discretion may prescribe, provided that they are consistent
     with this Plan.

          7.3 Without derogating from the rights and powers of the Board under
     Section 7.2 hereof, unless otherwise specified by the Board, the Options
     shall be for a term of ten (10) years. Unless determined otherwise by the
     Board, the schedule pursuant to which such Options shall vest, and the
     Grantee thereof shall be entitled to pay for and acquire the Shares, shall
     be such that twenty percent (20%) of such Options shall vest on each of the
     first, second, third, fourth and fifth anniversary of the Date of Vesting
     Commencement (the "Date of Vesting Commencement" for the purpose of this
     Plan means the Date of Grant or any other date determined by the Board for
     a given grant of Options) such that the Options shall be fully vested on
     the first business day following the passing of five (5) years from the
     Date of Vesting Commencement.

     8. EXERCISE PRICE: The exercise price per Share covered by each Option
shall be determined by the Board in its sole and absolute discretion; provided,
however, that such exercise price shall not be less than the par value of the
Shares into which such Option is exercisable.


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     9. EXERCISE OF OPTIONS:

          9.1 Options shall be exercisable pursuant to the terms under which
     they were awarded and subject to the terms and conditions of the Plan.

          9.2 The exercise of an Option shall be made by a written notice of
     exercise (the "Notice of Exercise") delivered by the Grantee to the Company
     at its principal executive office, specifying the number of Shares to be
     purchased and accompanied by the payment therefor, and containing such
     other terms and conditions as the Board shall prescribe from time to time.

          9.3 Anything herein to the contrary notwithstanding, but without
     derogating from the provisions of Section 9 hereof, if any Option has not
     been exercised and the Shares covered thereby not paid for within ten (10)
     years after the Date of Grant (or any shorter period set forth in the
     Notice of Grant), such Option and the right to acquire such Shares shall
     terminate, all interests and rights of the Grantee in and to the same shall
     ipso facto expire.

          9.4 Each payment for Shares shall be in respect of a whole number of
     Shares, and shall be effected in cash or by a bank's check payable to the
     order of the Company, or such other method of payment acceptable to the
     Company. Upon exercise of the Options, the Company shall only issue whole
     number of Shares and any fractions resulting from the issuance of such
     Shares will be ignored in the computation of the number of Shares to be
     issued.

          9.5 The Board may require each Grantee purchasing or receiving shares
     pursuant to an Option to represent to and agree with the Company in writing
     that such Grantee is acquiring the shares without a view to the public
     resale or distribution thereof in violation of applicable securities laws,
     including U.S. securities laws. The certificates for such shares may
     include any legend which the Board deems appropriate to reflect any
     restrictions on transfer. Notwithstanding any other provision of the Plan
     or agreements made pursuant thereto, the Company shall not be required to
     issue or deliver any certificate or certificates for shares of under the
     Plan prior to fulfillment of each of the following conditions: (i) any
     registration or other qualification of such shares of the Company under any
     state or federal law or regulation, or the maintaining in effect of any
     such registration or other qualification which the Board shall, in its
     absolute discretion upon the advice of counsel, deem necessary or
     advisable; and (ii) obtaining any other consent, approval, or permit from
     any state or federal governmental agency which the Company shall, in its
     absolute discretion after receiving the advice of counsel, determine to be
     necessary or advisable.

     10. Termination of Grantee's Service: To remove any doubt, in the event
that a Grantee ceases, for any reason, to serve as an advisor or as an
independent contractor, as applicable, of the Company prior to the vesting of
any of his Options pursuant to the provisions of his Notice(s) of Grant, all
Options theretofore granted to such Grantee shall continue to vest according to
the Plan, in the same manner as the Options would vest if the Grantee continued
to serve as an advisor or independent contractor, unconditionally, under the
Plan.


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     11. ADJUSTMENT UPON CHANGES IN CAPITALIZATION:

          11.1 Subject to any required action by the shareholders of the
     Company, the number of Shares covered by each outstanding Option, and the
     number of Shares which have been authorized for issuance under the Plan but
     as to which no Options have yet been granted or which have been returned to
     the Plan upon cancellation or expiration of an Option, as well as the price
     per share of Shares covered by each such outstanding Option, shall be
     proportionately adjusted for any increase or decrease in the number of
     issued Shares resulting from a stock split, reverse stock split, stock
     dividend, combination or reclassification of the Shares or the payment of a
     stock dividend (bonus shares) with respect to the Shares or any other
     increase or decrease in the number of issued Shares effected without
     receipt of consideration by the Company; provided, HOWEVER, that conversion
     of any convertible securities of the Company shall not be deemed to have
     been "effected without receipt of consideration." Such adjustment shall be
     made by the Board, whose determination in that respect shall be final,
     binding and conclusive. Except as expressly provided herein, no issuance by
     the Company of shares of stock of any class, or securities convertible into
     shares of stock of any class, shall affect, and no adjustment by reason
     thereof shall be made with respect to, the number or price of Shares
     subject to an Option.

          11.2 Unless otherwise provided by the Board, in the event of the
     proposed dissolution or liquidation of the Company, all outstanding Options
     will terminate immediately prior to the consummation of such proposed
     action. In such case, the Board may declare that any Option shall terminate
     as of a date fixed by the Board and give each Grantee the right to exercise
     his Option, including any Option which would not otherwise be exercisable.

          11.3 Upon a merger, consolidation, reorganization, recapitalization,
     acquisition or the like, with or into another corporation (a "Successor
     Entity"), or upon the consummation of a sale of all or substantially all of
     the assets of the Company to a Successor Entity in which the shareholders
     of the Company immediately before the transaction do not own, directly or
     indirectly, a majority of the share capital of the Successor Entity
     immediately after the transaction, then the Board, in its sole discretion
     may determine that each Option shall, either:

               (a) be substituted for options to purchase shares of the
          Successor Entity and appropriate adjustments shall be made in the
          exercise price per share to reflect such exchange; or

               (b) be assumed by the Successor Entity such that the Grantee may
          exercise the Options for such number of shares of the Successor Entity
          or amount of other securities thereof, and appropriate adjustments
          shall be made in the purchase price per share to reflect such
          exchange.

          In the event the event of (a) or (b) above, anything herein to the
     contrary notwithstanding, the provisions of this Section 11.3 shall be
     subject to all the terms and provisions of the Plan remaining in full force
     and effect.


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     12. LIMITATIONS ON TRANSFER:

          12.1 NON- TRANSFERABILITY. Unless otherwise directed by the Board, no
     Option shall be assignable or transferable by the Grantee to whom granted
     otherwise than by will or the laws of descent and distribution, and an
     Option may be exercised during the lifetime of the Grantee only by such
     Grantee or by such Grantee's guardian or legal representative. The terms of
     such Option shall be binding upon the beneficiaries, executors,
     administrators, heirs and successors of such Grantee.

          12.2 UNDERWRITER'S LOCK-UP. If requested by any managing underwriter,
     each Grantee so requested shall (i) enter into a lock-up agreement pursuant
     to which they will not, for a period of 120 days following the effective
     date of a registration statement for any primary or secondary public
     offering of Shares and for such reasonable period of time prior to the
     effective date of such registration statement as such underwriter may
     specify, offer, sell or otherwise dispose of any Shares, except any Shares
     sold pursuant to such registration statement, without the prior consent of
     such underwriter, and (ii) enter into any other agreement that the Company
     enters into with the managing underwriter and/or other entities in
     connection with any primary or secondary public offering of Shares,
     provided that such agreement is not directly inconsistent with the Plan.

     13. Restricted Stock Units:

          13.1 Subject to the sole and absolute discretion and determination of
     the Committee, the Committee may decide to grant under this Plan, in
     addition to, or instead of, any grant of Options, Restricted Stock Unit(s)
     ("RSU(S)"). RSU is a right to receive a Share of the Company, under certain
     provision, for a consideration of no more than the underlying Share's
     nominal value. In addition, upon the lapse of the vesting period of an RSU,
     such RSU shall automatically vest into an Exercised Share (For the purpose
     of this section, "EXERCISED SHARE" means Share received upon vesting of
     RSUs) of the Company and the Grantee shall pay to the Company its nominal
     value as a precondition to any receipt of such Share.

          13.2 Unless determined otherwise by the Committee, in the event of a
     cessation of service, all RSUs theretofore granted to such Grantee when
     such Grantee was an employee, director, service provider, consultant or
     constructor of the Company, as the case may be, that are not vested on the
     date of cessation of service, shall terminate immediately and have no legal
     effect.

               Notwithstanding the foregoing provisions of this Section 13, the
          Committee shall have the discretion, exercisable either at the time an
          RSU is granted or thereafter, to permit an unvested RSU to continue to
          vest into an Exercised Share, during the applicable vesting period
          even following the date of cessation of service, with respect to one
          or more additional installments in which the Grantee would have vested
          under the RSU had the Grantee continued in the employ or service of
          the Company.


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               Notwithstanding the foregoing provisions of this Section 13, and
          for the avoidance of doubt, the transfer of a Grantee from the employ
          or service of the Company to the employ or service of an affiliate, or
          from the employ or service of an affiliate to the employ or service of
          the Company or another affiliate, shall not be deemed a termination of
          employment or service for purposes hereof.

          13.3 All other terms and conditions of this Plan applicable to
     Options, shall apply to RSUs MUTATIS MUTANDIS, and, for the purpose of
     reading and interpreting this Plan, the term Option(s) shall be substituted
     by the term RSU, as applicable.

     14. TERM AND AMENDMENT OF THE PLAN:

          14.1 The Plan was authorized by the Board on April 24, 2000, and shall
     expire on April 24, 2010 (except as to Options outstanding on that date).

          14.2 Subject to applicable laws, the Board may, at any time and from
     time to time, terminate or amend the Plan in any respect. In no event may
     any action of the Company alter or impair the rights of a Grantee, without
     his consent, under any Option previously granted to him.

     15. TAX CONSEQUENCES: All tax consequences and obligations regarding any
other compulsory payments arising from the grant or exercise of any Option, from
the payment for, or the subsequent disposition of, Shares covered thereby 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 them harmless against and from any and all liability for any such tax or
other compulsory payment, or interest or penalty thereon, including without
limitation, liabilities relating to the necessity to withhold, or to have
withheld, any such tax or other compulsory payment from any payment made to the
Grantee.

     16. MISCELLANEOUS:

          16.1 CONTINUANCE OF SERVICE. Neither the Plan nor the grant of an
     Option thereunder shall impose any obligation on the Company to continue
     the service of any Grantee, and nothing in the Plan or in any Option
     granted pursuant thereto shall confer upon any Grantee any right to
     continue in the employ of the Company, or restrict the right of the Company
     to terminate such employment at any time.

          16.2 GOVERNING LAW. The Plan and all instruments issued thereunder or
     in connection therewith, shall be governed exclusively by, and interpreted
     exclusively in accordance with, the laws of the State of Israel.

          16.3 MULTIPLE AGREEMENTS. The terms of each Option may differ from
     other Options granted under the Plan at the same time, or at any other
     time. The Board may also grant more than one Option to a given Grantee
     during the term of the Plan, either in addition to, or in substitution for,
     one or more Options previously granted to that Grantee. The grant of
     multiple Options may be evidenced by a single Notice of Grant or multiple
     Notices of Grant, as determined by the Board.

          16.4 NON-EXCLUSIVITY OF THE PLAN. The adoption of the Plan by the
     Board shall not be construed as amending, modifying or rescinding any
     previously approved incentive arrangement or as creating any limitations on
     the power of the Board to adopt such other incentive arrangements as it may
     deem desirable, including, without limitation, the granting of stock
     options otherwise than under the Plan, and such arrangements may be either
     applicable generally or only in specific cases.


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