EXHIBIT 4.4

                                  METALINK LTD.

                  2003 INTERNATIONAL EMPLOYEE STOCK OPTION PLAN

                               A. NAME AND PURPOSE

     1. Name and Purpose: This Plan, as amended from time to time, shall be
known as the "2003 Metalink International Employee Stock Option Plan" (the
"Plan"). The purpose and intent of the Plan is to provide incentives to
officers, employees and consultants of any subsidiary of Metalink Ltd (the
"Parent"), other than Metalink Inc., the United States subsidiary of the Parent,
by providing them with opportunities to purchase Ordinary Shares, nominal value
0.10 New Israeli Shekels each (the "Shares"), of the Parent.

     2. Definitions:

          2.1 The "Company" means any company in an unbroken chain of companies
     beginning with the Parent, other than Metalink Inc., provided each company
     (other than the last company) in the unbroken chain owns, at the time of
     the determination, shares possessing fifty percent (50%) or more of the
     total combined voting power of all classes of shares in one of the other
     companies in such chain.

          2.2 "Exercised Shares" means Shares received upon exercise of Options
     or vesting of RSUs.

          2.3 "RSUs" means Restricted Stock Units, as defined in Section 13
     below.

                   B. GENERAL TERMS AND CONDITIONS OF THE PLAN

     3. Administration:

          3.1 The Plan will be administered by the Board of Directors of the
     Parent (the "Board") or by a committee appointed by the Board (the
     "Committee"), which, if appointed, will consist of such number of directors
     of the Parent as may be fixed, from time to time, by the Board. If a
     Committee is not appointed, the term Committee, whenever used herein, shall
     mean the Board. The Board shall appoint the members of the Committee, may
     from time to time remove members from, or add members to, the Committee and
     shall fill vacancies in the Committee however caused.

          3.2 The Committee shall select one of its members as its Chairman and
     shall hold its meetings at such times and places, as it shall determine.
     Actions taken by a majority of the members of the Committee, at a meeting
     at which a majority of its members is present, or acts reduced to or
     approved in writing by all members of the Committee, shall be the valid
     acts of the Committee. The Committee may appoint a Secretary, who shall
     keep records of its meetings and shall make such rules and regulations for
     the conduct of its business, as it shall deem advisable.


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          3.3 Subject to the general terms and conditions of this Plan, the
     Committee shall have the full authority in its sole and absolute
     discretion, from time to time and at any time, (a) to determine (i) the
     persons ("Grantees") to whom options to purchase Shares ("Option(s)") shall
     be granted, (ii) the number of Shares to be covered by each Option, (iii)
     the time or times at which the same shall be granted, (iv) the price,
     vesting 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 may vest, and (b) to interpret or construe the Plan or
     make determinations with respect to any other matter which is necessary or
     desirable for, or incidental to, the administration of the Plan. In
     determining the number of Shares covered by the Option to be granted to
     each Grantee, the Committee may consider, among other things, the Grantee's
     salary and the duration of the Grantee's employment by the Parent or by the
     Company.

          3.4 The Committee 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 or of the Committee shall be liable for any act or
     determination made in good faith with respect to the Plan or any Option
     granted thereunder.

          3.5 The interpretation and construction by the Committee of any
     provision of the Plan or of any Option thereunder shall be final and
     conclusive unless otherwise determined by the Board, in which event the
     Board's determination shall be final and conclusive.

     4. Eligible Grantees: The Committee, in its discretion, may grant Options
to any officer, director or consultant of the Company. Anything in this Plan to
the contrary notwithstanding, all grants of Options shall be authorized and
implemented only in accordance with the provisions of applicable law. 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 stock option plan of the Parent.

     5. Grant of Options and Issuance of Shares: Subject to any applicable law,
the effective date of the grant of an Option (the "Date of Grant") shall be the
date specified by the Committee in its determination relating to the award of
such Option, or in the absence of such specification, the date of such
determination. The Committee shall promptly give the Grantee written notice of
the grant of an Option, and the Grantee shall execute an agreement evidencing
such grant and the rights and obligations of the Grantee and the Company with
respect to such Option Agreement (the "Option Agreement").

     6. Reserved Shares: The total number of Shares that may be subject to
Options granted under this Plan shall not exceed 420,000 in the aggregate,
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 Committee in its discretion may award to Grantees Options to
     purchase Shares available under the Plan.

          7.2 Each Option Agreement shall state, inter alia, the number of
     Shares covered thereby, the dates when the Option may be exercised, the
     exercise price, and such other terms and conditions as the Committee at its
     discretion may prescribe, provided that they are consistent with this Plan.

          7.3 Options granted hereunder shall be for such term as the Committee
     shall determine.


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          7.4 The schedule pursuant to which such Options shall vest and
     pursuant to which the Grantee shall be entitled to pay for, and acquire,
     the Shares ("Vesting of Options"), shall be determined by the Committee in
     its sole discretion. Vesting of Options granted hereunder will continue
     only during periods when the employer-employee or other service-provider
     relationship exists between the Company and the Grantee. For the purposes
     of this paragraph 7.4, the employer-employee or other service-provider
     relationship will not be deemed to exist with regard to periods during
     which the Grantee is on an unpaid leave of absence from the Company.

               Anything herein to the contrary in this Plan notwithstanding, the
          Committee shall have full authority to determine any provisions
          regarding the acceleration of the Vesting of Options or the
          cancellation of all or any portion of any outstanding restrictions
          with respect to any Option or Share upon certain events or
          occurrences, either at the time an Option is granted or thereafter,
          and to include such provisions in the Option Agreement on such terms
          and conditions as the Committee shall deem appropriate.

          7.5 Unless otherwise determined by the Committee, in the event that a
     Grantee ceases to be a full time employee (or service provider) of the
     Company and becomes a part time employee (or service provider) of the
     Company (the "Decrease in Position"), the amount of Options granted under
     the Plan to such Grantee, which are unvested on the date of Decrease in
     Position shall be immediately reduced in a direct proportion to the
     Decrease in Position.

          7.6 Repricing. Subject to applicable law, the Committee shall have
     full authority to, at any time and from time to time, without the approval
     of the Shareholders of the Parent, (i) grant in its discretion to the
     holder of an outstanding Option, in exchange for the surrender and
     cancellation of such Option, a new Option having an exercise price lower
     than provided in the Option so surrendered and canceled and containing such
     other terms and conditions as the Committee may prescribe in accordance
     with the provisions of the Plan, or (ii) effectuate a decrease in the
     Exercise Price (see Section 8 below) of outstanding Options. At the full
     discretion of the Committee such actions may be brought before the
     Shareholders of the Parent for their approval.

     8. Exercise Price: The exercise price per Share covered by each Option
shall be determined by the Committee in its sole discretion;

     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 this Plan and
     the Option Agreement.

          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 Parent
     at its principal executive office or as instructed by the Parent,
     specifying the number of Shares to be purchased and accompanied by the
     payment therefor, and containing such other terms and conditions as the
     Committee shall prescribe from time to time. An Option may be exercised in
     whole or in part to the extent exercisable under the Plan and Option
     Agreement.

          9.3 Anything herein to the contrary notwithstanding, but without
     derogating from the provisions of Sections 7 or 10 hereof, if any Option
     has not been exercised and the Shares covered thereby have not paid for
     within ten (10) years after the Date of Grant (or any shorter period set
     forth in the Option Agreement), such Option and the right to acquire such
     Shares shall terminate, and all interests and rights of the Grantee in and
     to the same shall ipso facto expire.


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          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 cashier's check payable to
     the order of the Parent, or any other method of payment acceptable to the
     Parent.

     10. Termination of Employment:

          10.1 In the event that a Grantee ceases, for any reason, to be
     employed by the Company, all Options theretofore granted to such Grantee
     shall terminate as follows:

               (a) All Options which are not vested at the time of the cessation
          of employment shall terminate immediately.

               (b) If the Grantee ceases to be employed by reason of such
          Grantee's death or "Disability" (as hereinafter defined), the
          Grantee's Options (to the extent exercisable at the time of the
          Grantee's cessation of employment) shall be exercisable by the
          Grantee's legal representative, estate or other person to whom the
          Grantee's rights are transferred by will or by laws of descent or
          distribution at any time until (i) one hundred and eighty (180) days
          from the cessation of the Grantee's employment, but in no event after
          the expiration date of such Option), and shall thereafter terminate.
          For purposes hereof, "Disability" shall mean the inability, due to
          illness or injury, to engage in any gainful occupation for which the
          individual is suited by education, training or experience, which
          condition continues for at least six (6) months.

               (c) If the Grantee ceases to be employed for any other reason,
          the Grantee's Options (to the extent exercisable at the time of the
          Grantee's cessation of employment) shall be exercisable at any time
          until (i) ninety (90) days from the cessation of the Grantee's
          employment, but in no event after the expiration date of such Option),
          and shall thereafter terminate; provided, however, that, if the
          Grantee dies within such period, the Grantee's Options (to the extent
          exercisable at the time of the Grantee's termination of employment)
          shall be exercisable by the Grantee's legal representative, estate or
          other person to whom the Grantee's rights are transferred by will or
          by laws of descent or distribution at any time until the later of (i)
          the end of such period or (ii) thirty (30) days after the date of the
          Grantee's death (but in no event after the expiration date of such
          Option), and shall thereafter terminate.

               (d) Notwithstanding the aforesaid in Section 10.1(c) above, if
          the Grantee's termination of employment is because (i) of a breach of
          the Grantee's fiduciary duties towards the Company, (ii) of a breach
          of the Grantee's duty of care towards the Company, (iii) the Grantee
          has committed any flagrant criminal offense, (iv) the Grantee has
          committed a fraudulent act towards the Company, or (v) the Grantee
          caused intentionally, by act or omission, any financial damage to the
          Company, of the Grantee's Options (whether vested or not) shall ipso
          facto expire immediately and be of no legal effect.

               (e) Whether the cessation of employment of a particular Grantee
          is for reason of "Disability" for the purposes of paragraph 10.1(b)
          hereof, or is a termination of employment other than by reason of such
          Disability, or is for reasons as set forth in paragraph 10.1(d)
          hereof, shall be finally and conclusively determined by the Committee
          in its absolute discretion.

               (f) Notwithstanding the aforesaid, under no circumstances shall
          any Option be exercisable after the specified expiration of the term
          of such Option.


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          10.2 Directors, Consultants and Contractors. In the event that a
     Grantee, who is a director, consultant or contractor of the Company,
     ceases, for any reason, to serve as such, the applicable provisions of
     Section 10.1 above shall apply, mutatis mutandis. For the purposes of this
     Section 10.2, the date of cessation of service of a Grantee shall be:

               (a) with respect to directors - the date on which a director
          submits notice of resignation from the board of directors of the
          Company or the date on which the Shareholders of the Company remove
          such director from the board of directors of the Company; and

               (b) with respect to consultants and contractors - the date on
          which the consulting or contractor agreement between such consultant
          or contractor, as applicable, and the Company expires or the date on
          which either of the parties to such agreement sends the other notice
          of its intention to terminate said agreement.

          10.3 Notwithstanding the foregoing provisions of Section 10.1, the
     Committee may provide, either at the time an Option is granted or
     thereafter, that such Option may be exercised after the periods provided
     for in Section 10.1 and 10.2, but in no event beyond the term of the
     Option.

     11. Adjustments, Liquidation and Corporate Transaction:

          11.1 Definitions:

               "Corporate Transaction" means the occurrence, in a single
          transaction or in a series of related transactions, of any one or more
          of the following events:

               (i) a sale or other disposition of all or substantially all, as
          determined by the Board in its discretion, of the consolidated assets
          of the Parent and its Subsidiaries;

               (ii) a sale or other disposition of at least eighty percent (80%)
          of the outstanding securities of the Parent;

               (iii) a merger, consolidation or similar transaction following
          which the Parent is not the surviving corporation; or

               (iv) a merger, consolidation or similar transaction following
          which the Parent is a surviving corporation but the Ordinary Shares of
          the Parent outstanding immediately preceding the merger, consolidation
          or similar transaction are converted or exchanged by virtue of the
          merger, consolidation or similar transaction into other property,
          whether in the form of securities, cash or otherwise.

          11.2 Adjustments. Subject to any required action by the Shareholders
     of the Parent, the number of Shares subject to 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 subject to 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 Parent; provided, however, that
     conversion of any convertible securities of the Parent shall not be deemed
     to have been "effected without receipt of consideration." Such adjustment
     shall be made by the Committee, whose determination in that respect shall
     be final, binding and conclusive. Except as expressly provided herein, no
     issuance by the Parent of shares of any class, or securities convertible
     into shares 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.



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

          11.4 Corporate Transaction.

               (a) In the event of a Corporate Transaction, unless otherwise
          determined by the Board, immediately prior to the effective date of
          such Corporate Transaction, each Option may, at the sole and absolute
          discretion of the Committee, either:

                    (i) be substituted for an option to purchase securities of
               any successor entity (the "Successor Entity Option") such that
               the Grantee may exercise the Successor Entity Option for such
               number and class of securities of the successor entity which
               would have been issuable to the Grantee in consummation of such
               Corporate Transaction, had the Option been exercised immediately
               prior to the effective date of such Corporate Transaction; or

                    (ii) be assumed by any successor entity such that the
               Grantee may exercise the Option for such number and class of
               securities of the successor entity which would have been issuable
               to the Grantee in consummation of such Corporate Transaction, had
               the Option been exercised immediately prior to the effective date
               of such Corporate Transaction.

                    In the event of a clause (i) or clause (ii) action,
               appropriate adjustments shall be made to the exercise price per
               Share to reflect such action.

                    Immediately following the consummation of the Corporate
               Transaction, all outstanding Options shall terminate and cease to
               be outstanding, except to the extent assumed by a successor
               entity.

               (b) Notwithstanding the foregoing, the Committee shall have full
          authority and sole discretion to determine that any of the provisions
          of Sections 11.4(a)(i), or 11.4(a)(ii) above shall apply in the event
          of a Corporate Transaction in which the consideration received by the
          Shareholders of the Parent is not solely comprised of securities of a
          successor entity, or in which such consideration is solely cash or
          assets other than securities of a successor entity.

          11.5 Sale. In the event that all or substantially all of the issued
     and outstanding share capital of the Parent is to be sold (the "Sale"),
     each Grantee shall be obligated to participate in the Sale and sell his or
     her Shares and/or Options in the Parent, provided, however, that each such
     Share or Option shall be sold at a price equal to that of any other Share
     sold under the Sale (minus the applicable exercise price), while accounting
     for changes in such price due to the respective terms of any such Option,
     and subject to the absolute discretion of the Board.

          11.6 The grant of Options under the Plan shall in no way affect the
     right of the Parent to adjust, reclassify, reorganize or otherwise change
     its capital or business structure or to merge, consolidate, dissolve,
     liquidate or sell or transfer all or any part of its business or assets.

     12. Non-Transferability: 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.


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     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 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 employment or service, as the case may be, 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, 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 employment or service, as the
          case may be, 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.

               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 adopted by the Board on April 21, 2003. The Plan
     shall terminate upon the earliest of (i) the expiration of the ten
     (10)-year period measured from the date the Plan was adopted by the Board,
     or (ii) the termination of all outstanding Options in connection with a
     Corporate Transaction. All Options outstanding at the time of a clause (i)
     termination event shall continue to have full force and effect in
     accordance with the provisions of the Plan and the documents evidencing
     such Options.

          14.2 Subject to applicable laws and regulations, the Board in its
     discretion may, at any time and from time to time, without the approval of
     the Shareholders of the Parent (i) expand the class of participants
     eligible to participate in the Plan; and/or (ii) expand the types of
     options or awards provided under the Plan and/or (iii) extend the duration
     of the Plan. Notwithstanding the aforesaid, at the full discretion of the
     Board any of the above actions may be brought before the Shareholders of
     the Parent for their approval. However, no such amendment or modification
     shall adversely affect any rights and obligations with respect to Options
     at the time outstanding under the Plan, unless the Grantee consents to such
     amendment or modification.

          14.3 Without derogating from the foregoing, the Board in its
     discretion may, at any time and from time to time, subject to the approval
     of the Shareholders of the Parent, increase the amount of authorized but
     unissued Shares reserved for purposes of the Plan.


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     15. Tax Consequences: All taxes payable by reason of the grant or exercise
of any Option, the payment for, or the subsequent disposition of, Shares covered
thereby or any other event or act (of the Parent, the Company or the Grantee)
hereunder, shall be paid solely by the Grantee, and the Grantee shall indemnify
the Company and the Parent and hold them harmless against and from any and all
liability for any such tax or interest or penalty thereon, including without
limitation, liabilities relating to the necessity to withhold, or to have
withheld, any such tax from any payment made to the Grantee.

     16. Restricted Stock: Unless heretofore registered under the Securities Act
of 1933 and the regulations promulgated hereunder (the "Act"), the Shares
issuable upon exercise of the Options granted herein will be "restricted
securities" and may not be resold absent registration under the Act or an
available exemption thereunder. In the event that an owner of restricted Shares
issued pursuant to this Plan effects a sale or transfer of such Shares under an
available exemption under the Act, such owner shall, before effecting such sale
or transfer, (i) notify the Parent in writing of the proposed disposition and
the name of the proposed transferees, (ii) furnish the Parent with an opinion of
counsel satisfactory in form and content to the Parent, and (iii) furnish the
Parent with an agreement in writing from the transferee pursuant to which such
transferee agrees to be bound by the provisions contained herein and in the
Option Agreement, or (iv) the Parent shall have waived, expressly and in
writing, its rights under clauses (i), (ii) and (iii) of this subsection.

     17. Miscellaneous:

          17.1 Continuance of Employment: Neither the Plan nor the grant of an
     Option thereunder shall impose any obligation on the Company or the Parent
     to continue the employment 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 the Parent, or restrict the
     right of the Company or the Parent to terminate such employment at any
     time.

          17.2 Governing Law; Regulations and Approvals:

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

               17.2.2 The obligation of the Parent to sell or deliver Shares
          with respect to Options granted under the Plan shall be subject to all
          applicable laws, rules and regulations and the obtaining of all such
          approvals by governmental agencies as may be deemed necessary or
          appropriate by the Committee.

               17.2.3 Subject to Section 9, the Board may make such changes as
          may be necessary or appropriate to comply with the rules and
          regulations of any government authority.

               17.2.4 Each Option is subject to the requirement that, if at any
          time the Committee determines, in its discretion, that the listing,
          registration or qualification of Shares issuable pursuant to the Plan
          is required by any securities exchange or under law, or the consent or
          approval of any law, or the consent or approval of any governmental
          regulatory body is necessary or desirable as a condition of, or in
          connection with, the grant of an Option or the issuance of Shares, no
          Options shall be granted or payment made or Shares issued, in whole or
          in part, unless listing, registration, qualification, consent or
          approval has been effected or obtained free of any conditions that are
          not acceptable to the Committee.

          17.3 Application of Funds: The proceeds received by the Parent from
     the sale of Shares pursuant to Options granted under the Plan will be used
     for general corporate purposes of the Parent.


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          17.4 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 Committee 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 Option Agreement or multiple
     Option Agreements, as determined by the Committee.

          17.5 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.

          17.6 Withholding of Taxes: In order to ensure compliance by a Grantee
     with Section 14, the Parent and the Company shall have the right to deduct
     from any payment of cash to any such Grantee an amount equal to the income
     taxes and other amounts required by law to be withheld with respect to any
     Option. Notwithstanding anything to the contrary contained herein, if a
     Grantee is entitled to receive Shares upon exercise of an Option, the
     Parent and the Company shall have the right to require such Grantee, prior
     to the delivery of such Shares, to pay to the Parent and the Company the
     aggregate amount of any income taxes and other amounts that the Parent and
     the Company are required by law to withhold.



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