EXHIBIT 4.7

                                  METALINK LTD.

                    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 "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 Metalink Inc. (the "Company"), the United States
subsidiary of Metalink Ltd. (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 "Code" means the Internal Revenue Code of 1986, as amended.

          2.2 "Incentive Stock Option" means an "incentive stock option" within
     the meaning of Section 422 of the Code.

          2.3 "Nonqualified Stock Option" means an option that is not an
     Incentive Stock Option.

          2.4 "Ten-Percent Stockholder" means an eligible Grantee (as determined
     in accordance with Section 4 hereof), who, at the time an Incentive Stock
     Option is to be granted to such eligible Grantee, owns (within the meaning
     of Section 422(b)(6) of the Code) stock possessing more than ten percent
     (10%) of the total combined voting power of all classes of stock of the
     Company, a parent or a subsidiary within the meaning of Sections 424(e) and
     424(f), respectively, of the Code.

                   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 (as defined in Section 13 below) shall 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; provided that Incentive
Stock Options shall be granted only to employees of the Company. Anything in
this Plan to the contrary notwithstanding, all grants of Options to Directors
and Office Holders -- "Nosei Misra" -- as such term is defined in the Israeli
Companies Ordinance (New Version), 1983, as amended from time to time (the
"Companies Ordinance") -- shall be authorized and implemented only in accordance
with the provisions of the Companies Ordinance. 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. 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 Parent will reserve such number of authorized but
unissued Shares for purposes of the Plan, as shall be determined from time to
time by the committee, 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.


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     7. GRANT OF OPTIONS:

          7.1 The Committee in its discretion may award to Grantees Options to
     purchase Shares in the Company available under the Plan. Options may be
     granted at any time after the approval of the Plan.

          7.2 The Notice of Grant 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 Without derogating from the rights and powers of the Committee
     under Section 7.2 hereof, unless otherwise specified in the Notice of Grant
     (a) No Incentive Stock Option shall be exercisable after the expiration of
     10 years from the date it is granted (5 years in the case of an Incentive
     Stock Option granted to a Ten-Percent Stockholder); and (b) no Nonqualified
     Stock Option shall be exercisable after the expiration of 10 years and 1
     day from the date it is granted. The Committee may, subsequent to the
     granting of any option, extend the term hereof, but in no event shall the
     term as so extended exceed the maximum term provided for in the preceding
     sentence; and (c) the vesting of the Options and the entitlement to
     exercise the vested Options shall be according to the following:

               (a) Subject to the provisions contained in Subsection[s] (i) [and
          (ii)] below, each Grantee will be entitled to exercise 20% of the
          Options granted to him on each of the first, second, third, fourth and
          fifth anniversary from 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. THE VESTING OF THE OPTIONS GRANTED TO EACH
          GRANTEE WILL BE ACCORDING AND SUBJECT TO THE FOLLOWING:

                    (I) IN THE EVENT THAT THE EMPLOYMENT OF THE GRANTEE IS
               TERMINATED BY THE COMPANY OR THE GRANTEE DECIDES TO TERMINATE HIS
               EMPLOYMENT WITH THE COMPANY BEFORE THE EXPIRY OF TWELVE (12)
               MONTHS FROM THE DATE OF VESTING COMMENCEMENT, THE GRANTEE WILL
               NOT BE ENTITLED TO EXERCISE ANY OF THE OPTIONS GRANTED TO SUCH
               GRANTEE AND THEY SHALL EXPIRE AND CEASE TO HAVE ANY LEGAL EFFECT.

                    (II) IN THE EVENT THAT THE EMPLOYMENT OF THE GRANTEE IS
               TERMINATED BY THE COMPANY OR BY THE GRANTEE AFTER THE EXPIRY OF
               TWELVE (12) MONTHS FROM THE DATE OF VESTING COMMENCEMENT BUT
               BEFORE THE EXPIRY OF SIXTY (60) MONTHS FROM THE DATE OF VESTING
               COMMENCEMENT, THE GRANTEE WILL BE ENTITLED TO EXERCISE OPTIONS OF
               THE COMPANY GRANTED TO HIM ACCORDING TO A RATIO OF 20% OF THE
               NUMBER OF OPTIONS GRANTED TO SUCH GRANTEE FOR EACH FULL YEAR THAT
               THE GRANTEE HAS BEEN EMPLOYED BY THE COMPANY, AS OF THE DATE OF
               VESTING COMMENCEMENT AND UNTIL THE DATE OF THE TERMINATION OF
               EMPLOYER-EMPLOYEE RELATIONS. ALL OPTIONS NOT VESTED BY THE DATE
               OF SUCH TERMINATION OF EMPLOYER-EMPLOYEE RELATIONS, SHALL EXPIRE
               IMMEDIATELY UPON SUCH TERMINATION AND HAVE NO FURTHER EFFECT.


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               (B) AFTER SIXTY (60) MONTHS FROM THE DATE OF VESTING
          COMMENCEMENT, THE GRANTEE WILL BE ENTITLED TO EXERCISE ALL THE OPTIONS
          GRANTED TO HIM UNTIL THE EXPIRATION OF TEN (10) YEARS FROM THE DATE OF
          THE ISSUANCE OF THE OPTIONS. ALL OPTIONS NOT EXERCISED BY SUCH TIME
          SHALL EXPIRE IMMEDIATELY.

          7.4 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.

          7.5 In the event the Grantee changes from a full time to a part time
     job his/her number of unvested options will be reduced in accordance with
     the new time definition of the job.

     8. EXERCISE PRICE: The exercise price per Share covered by each Option
shall be determined by the Committee in its sole discretion; provided, however:

          8.1 In the case of an Incentive Stock Option granted to any Eligible
     Grantee other than a Ten-Percent Stockholder, the per Share exercise price
     shall be no less than 100% of the Fair Market Value per Share on the date
     of the grant.

          8.2 In the case of a Nonqualified Stock Option granted to any Grantee
     other than a Ten-Percent Stockholder, the per Share exercise price shall be
     not less than 100% of the Fair Market Value per Share on the date of the
     grant.

          8.3 In the case of an Incentive Stock Option granted to any
     Ten-Percent Stockholder, the per Share exercise price shall be not less
     than 110% of the Fair Market Value per Share on the date of the grant.

          8.4 In no event shall the exercise price of an Option be less than the
     nominal value of the Shares into which such Option is exercisable.

          8.5 Subject to the foregoing, the Committee may reduce the exercise
     price of any outstanding Nonqualified Stock Option. In the event of such
     amendment, the Date of Grant of such Option shall thereafter be considered
     to be the date of such amendment; PROVIDED, HOWEVER, that, for purposes of
     vesting, the Option shall continue to be exercisable based on the terms set
     forth in the original Option Agreement.

          8.6 For the purposes hereof, "Fair Market Value" means the fair market
     value of the Shares as determined by the Committee; PROVIDED, HOWEVER, that
     (i) if the Shares are admitted to trading on a national securities exchange
     in the United States, Fair Market Value on any date shall 4be the last sale
     price reported for the Shares on such exchange on such date or on the last
     date preceding such date on which a sale was reported, (ii) if the Shares
     are admitted to quotation on a Nasdaq National Market, Fair Market Value on
     any date shall be the last sale price reported for the Shares in such
     market on such date or on the last day preceding such date on which a sale
     was reported, or (iii) if the Shares are admitted to quotation on a Nasadaq
     National Market, Fair Market Value on any date shall be the average of the
     closing bid and closing asked prices of the Shares in such market on such
     date.


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          8.7 Notwithstanding any other provision of the Plan to the contrary,
     the aggregate Fair Market Value (determined as of the date of grant) of the
     Shares with respect to which Incentive Stock Options granted to a Grantee
     by the Parent or any parent or subsidiary of the Parent are exercisable for
     the first time shall not exceed $100,000 in any calendar year; PROVIDED,
     HOWEVER, that any Option designated as an Incentive Stock Option under the
     Plan or any portion thereof that exceeds the foregoing limit or that is
     otherwise disqualified as an incentive stock option by operation of Section
     422(d) or any other provision of the Code, shall be treated as a
     Nonqualified Stock Option for purposes of the Plan.

     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, 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.

          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) 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. 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.


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               (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.

          10.2 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.

          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, but in no event beyond the term of the Option.

          10.4 A Grantee who leaves the company can exercise his/her vested
     options no later than 90 days from the cessation date; otherwise the
     options will expire.

     11. ADJUSTMENT UPON CHANGES IN CAPITALIZATION

          11.1 Subject to any required action by the shareholders of the Parent,
     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 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 in the sole and absolute discretion of 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
     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.


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          11.2 Any such adjustment in the Shares or other securities subject to
     outstanding Incentive Stock Options (including any adjustments in the
     purchase price) shall be made in such manner as not to constitute a
     modification as defined by Section 424(h)(3) of the Code and only to the
     extent otherwise permitted by Sections 422 and 424 of the Code.

          11.3 In the event of the proposed dissolution or liquidation of the
     Parent, the Committee shall notify each Grantee at least fifteen (15) days
     prior to such proposed action. To the extent it has not been previously
     exercised, each Option will terminate immediately prior to the consummation
     of such proposed action.

          11.4 If upon a merger, consolidation, reorganization, recapitalization
     or the like of the Parent with or into another corporation, the shares of
     the Parent shall be exchanged for other securities of a successor
     corporation or a parent or subsidiary of such successor corporation (the
     "Successor Entity"), then, each Option shall, at the sole and absolute
     discretion of the Committee, either:

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

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

     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.

     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.


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          13.2 Unless determined otherwise by the Committee, in the event of a
     cessation of employment, 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, 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, unless determined otherwise by the
          Committee, 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 shall expire on April 27, 2008 (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 to amend or terminate the Plan of the Parent alter or impair the
     rights of a Grantee, without his consent, under any Option previously
     granted to him.

     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.


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     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 or to obtain for Options
          granted as Incentive Stock Options the tax benefits under the
          applicable provisions of the Code and regulations promulgated
          thereunder.

               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 any state or federal
          law, or the consent or approval of any state or federal 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.

          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.


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          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. With respect to any Incentive
     Stock Options granted under this Plan, if the Grantee makes a disposition,
     within the meaning of Section 424(c) of the Code and regulations
     promulgated thereunder, of any Share or Shares issued to such Grantee
     pursuant to such Grantee's exercise of the Incentive Stock Option, and such
     disposition occurs within the two-year period commencing on the day after
     the date of grant of such Option or within the one-year period commencing
     on the day after the date of issuance of the Share or Shares to the Grantee
     pursuant to the exercise of such Option, such Grantee shall, within ten
     (10) days of such disposition, notify the Parent and the Company thereof
     and thereafter immediately deliver to the Parent and the Company the
     aggregate amount of income taxes and other amounts that the Parent and the
     Company inform the Grantee are required to be withheld.

          17.7 Any Grantee who is relocated to any subsidiary of Metalink Ltd.
     (the "SUBSIDIARY") or relocated from a Subsidiary to Metalink Ltd. - shall
     be entitled to continue vesting the options granted previously with no
     change in any of the option terms, including but not limited, to the
     vesting schedule and the grant price


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