EXHIBIT 4.5

                                  METALINK LTD.

                             2003 SHARE OPTION PLAN

                               A. NAME AND PURPOSE

     1. Name: This plan, as amended from time to time, shall be known as the
"Metalink Ltd. 2003 Share Option Plan" (the "Plan").

     2. Purpose: The purpose and intent of the Plan is to provide incentives to
employees, directors, consultants and contractors of Metalink Ltd., a company
organized under the laws of the State of Israel, or any subsidiary or affiliate
thereof (the "Company"), by providing them with opportunities to purchase
Ordinary Shares, nominal value of 0.10 New Israeli Shekel each (the "Shares") of
the Company, pursuant to a plan approved by the Board of Directors of the
Company (the "Board") which is designed to benefit from, and is made pursuant
to, the provisions of either Section 102 or Section 3(9) of the Israeli Income
Tax Ordinance [New Version] 1961 (the "Ordinance"), as applicable, and the rules
and regulations promulgated thereunder.

                   B. GENERAL TERMS AND CONDITIONS OF THE PLAN

     3. Administration:

          3.1 The Board may appoint a Share Incentive Committee, which will
     consist of such number of Directors of the Company, as may be fixed from
     time to time by 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. The
     Plan will be administered by the Share Incentive Committee, and until the
     Board delegates administration to such committee or where not permitted
     according to Section 112 of the Companies Law, 1999 (the "Companies Law"),
     by the Board (collectively - the "Committee").

          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.

          3.3 Subject to the general terms and conditions of this Plan and
     applicable law, the Committee shall have the full authority in its
     discretion, from time to time and at any time to determine (i) the persons
     ("Grantees") to whom options to purchase Shares (the "Options") shall be
     granted, (ii) the number of Shares subject to each Option, (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), on which such Options may be exercised and/or on
     which such Shares shall be paid for, and 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. In
     determining the number of Shares subject to the Options 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 Company.


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          3.4 Subject to the general terms and conditions of the Plan and the
     Ordinance, the Committee shall have the full authority in its discretion,
     from time to time and at any time, to determine:

               (a) with respect to the grant of 102 Options (as defined in
          Section 5.1(a)(i) below) - whether the Company shall elect the
          "Ordinary Income Route" under Section 102(b)(1) of the Ordinance (the
          "Ordinary Income Route") or the "Capital Gains Route" under Section
          102(b)(2) of the Ordinance (the "Capital Gains Route") (each of the
          Ordinary Income Route or the Capital Gains Route - a "Taxation Route")
          for the grant of 102 Options, and the identity of the trustee who
          shall be granted such 102 Options in accordance with the provisions of
          this Plan and the then prevailing Taxation Route.

                    In the event the Committee determines that the Company shall
               elect one of the Taxation Routes for the grant of 102 Options,
               the Company shall be entitled to change such election only
               following the lapse of one year from the end of the tax year in
               which 102 Options are first granted under the then prevailing
               Taxation Route; and

               (b) with respect to the grant of 3(9) Options (as defined in
          Section 5.1(a)(ii) below) - whether or not 3(9) Options shall be
          granted to a trustee in accordance with the terms and conditions of
          this Plan, and the identity of the trustee who shall be granted such
          3(9) Options in accordance with the provisions of this Plan.

          3.5 Notwithstanding the aforesaid, the Committee may, from time to
     time and at any time, grant 102 Options that will not subject to a Taxation
     Route, as detailed in Section 102(c) of the Ordinance ("102(c) Options").

          3.6 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.

          3.7 The interpretation and construction by the Committee of any
     provision of the Plan or of any Option thereunder shall be final and
     conclusive and binding on all parties who have an interest in the Plan or
     any Option or Share issuance thereunder unless otherwise determined by the
     Board.

     4. Eligible Grantees:

          4.1 The Committee, at its discretion, may grant Options to any
     employee, director, consultant or contractor of the Company. Anything in
     this Plan to the contrary notwithstanding, all grants of Options to office
     holders (i.e., "Nosei Misra", as such term is defined in the Companies Law)
     shall be authorized and implemented only in accordance with the provisions
     of the Companies Law.

          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, Issuance of Shares, Dividends and Shareholder Rights:

          5.1 Grant of Options and Issuance of Shares.

               (a) Subject to the provisions of the Ordinance and applicable
          law,


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                    (i) all grants of Options to employees, directors and office
               holders of the Company, other than to a Controlling Shareholder
               of the Company (i.e., "Baal Shlita", as such term is defined in
               the Ordinance), shall be made only pursuant to the provisions of
               Section 102 of the Ordinance, the Income Tax Rules (Tax Relief in
               Issuance of Shares to Employees), 2003 ("102 Rules") and any
               other regulations, rulings, procedures or clarifications
               promulgated thereunder ("102 Options"), or any other section of
               the Income Tax Ordinance that will be relevant for such issuance
               in the future; and

                    (ii) all grants of Options under the Plan, to consultants,
               contractors or Controlling Shareholders of the Company shall be
               made only pursuant to the provisions of Section 3(9) of the
               Ordinance and the rules and regulations promulgated thereunder
               ("3(9) Options"), or any other section of the Ordinance that will
               be relevant for such issuance in the future.

               (b) Subject to Sections 7.1 and 7.2 hereof, the effective date of
          the grant of an Option (the "Date of Grant") shall be the date the
          Committee resolves to grant such Option, unless specified otherwise by
          the Committee in its determination relating to the award of such
          Option. The Committee shall promptly give the Grantee written notice
          (the "Notice of Grant") of the grant of an Option.

               (c) Trust. In the event Options are granted under the Plan to a
          trustee designated by the Committee in accordance with the provisions
          of Section 3.4 hereof and, with respect to 102 Options, approved by
          the Israeli Commissioner of Income Tax (the "Trustee"), the Trustee
          shall hold each such Option and the Shares issued upon exercise
          thereof in trust (the "Trust") for the benefit of the Grantee in
          respect of whom such Option was granted (the "Beneficial Grantee").

                    In accordance with Section 102, the tax benefits afforded to
               102 Options (and any Shares received upon exercise thereof) in
               accordance with the Ordinary Income Route or Capital Gains Route,
               as applicable, shall be contingent upon the Trustee holding such
               102 Options for a period (the "Trust Period") of at least (i) one
               year from the end of the tax year in which the 102 Options are
               granted, if the Company elects the Ordinary Income Route, or (ii)
               two years from the end of the tax year in which the 102 Options
               are granted, if the Company elects the Capital Gains Route, or
               (iii) such other period as shall be approved by the Israeli
               Commissioner of Income Tax.

                    With respect to 102 Options granted to the Trustee, the
               following shall apply:

                         (i) A Grantee granted 102 Options shall not be entitled
                    to sell the Shares received upon exercise thereof (the
                    "Exercised Shares") or to transfer such Exercised Shares (or
                    such 102 Options) from the Trust prior to the lapse of the
                    Trust Period;

                         (ii) Any and all rights issued in respect of the
                    Exercised Shares, including bonus shares but excluding cash
                    dividends ("Rights"(, shall be issued to the Trustee and
                    held thereby until the lapse of the Trust Period, and such
                    Rights shall be subject to the Taxation Route which is
                    applicable to such Exercised Shares.

                    Notwithstanding the aforesaid, Exercised Shares or Rights
               may be sold or transferred, and the Trustee may release such
               Exercised Shares (or 102 Options) or Rights from Trust, prior to
               the lapse of the Trust Period, provided however, that tax is paid
               or withheld in accordance with Section 102(b)(4) of the Ordinance
               and Section 7 of the 102 Rules.


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                    All certificates representing Shares issued to the Trustee
               under the Plan shall be deposited with the Trustee, and shall be
               held by the Trustee until such time that such Shares are released
               from the Trust as herein provided.

               (d) Subject to the terms hereof, at any time after the options
          have vested, with respect to any Options or Shares the following shall
          apply:

                    (i) Upon the written request of any Beneficial Grantee, the
               Trustee shall release from the Trust the Options granted, and/or
               the Shares issued, on behalf of such Beneficial Grantee, by
               executing and delivering to the Company such instrument(s) as the
               Company may require, giving due notice of such release to such
               Beneficial Grantee, provided, however, that the Trustee shall not
               so release any such Options and/or Shares to such Beneficial
               Grantee unless the latter, prior to, or concurrently with, such
               release, provides the Trustee with evidence, satisfactory in form
               and substance to the Trustee, that all taxes, if any, required to
               be paid upon such release have, in fact, been paid.

                    (ii) Alternatively, provided the Shares are listed on a
               stock exchange or admitted to trading on an electronic securities
               trading system (such as the Nasdaq Stock Market), upon the
               written instructions of the Beneficial Grantee to sell any Shares
               issued upon exercise of Options, the Trustee shall use its
               reasonable efforts to effect such sale and shall transfer such
               Shares to the purchaser thereof concurrently with the receipt, or
               after having made suitable arrangements to secure the payment of
               the proceeds of the purchase price in such transaction. The
               Trustee shall withhold from such proceeds any and all taxes
               required to be paid in respect of such sale, shall remit the
               amount so withheld to the appropriate tax authorities and shall
               pay the balance thereof directly to the Beneficial Grantee,
               reporting to such Beneficial Grantee and to the Company the
               amount so withheld and paid to said tax authorities.

          5.2 102(c) Options Guarantee. In the event a 102(c) Option is granted
     to a Grantee who is an employee at the time of such grant, if the Grantee's
     employment is terminated, for any reason, such Grantee shall provide the
     Company with a guarantee or collateral, to the Committee's full
     satisfaction, securing the payment of all taxes required to be paid upon
     the sale of the Exercised Shares received upon exercise of such 102(c)
     Option.

          5.3 Dividend. All Shares issued upon the exercise of Options granted
     under the Plan shall entitle the Grantee thereof to receive dividends with
     respect thereto. For so long as Shares issued to the Trustee on behalf of a
     Beneficial Grantee are held in the Trust, the dividends paid or distributed
     with respect thereto shall be remitted to the Trustee for the benefit of
     such Beneficial Grantee or distributed directly to such Beneficial Grantee,
     as shall be solely determined by the Committee.

          5.4 Shareholder Rights. The holder of an Option shall have no
     shareholder rights with respect to the Shares subject to such Option until
     such person shall have exercised the Option, paid the exercise price and
     become the recordholder of the purchased Shares.

     6. Reserved Shares: The total number of Shares that may be subject to
Options granted under this Plan shall not exceed 1,550,000 in the aggregate
subject to adjustments as provided in Section 11 hereof. Notwithstanding the
aforesaid, the Committee shall have full authority in its discretion to
determine that the Company may issue, for the purposes of this Plan, previously
issued Shares that are held by the Company, from time to time, as Dormant Shares
(as such term is defined in the Companies Law). 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 implementation of the Plan and the granting of any Option
     under the Plan shall be subject to the Company's procurement of all
     approvals and permits required by applicable law or regulatory authorities
     having jurisdiction over the Plan, the Options granted under it and the
     Shares issued pursuant to it.

          7.2 The Notice of Grant shall state, inter alia, the number of Shares
     subject to each Option, the vesting schedule, the dates when the Options
     may be exercised, the exercise price, whether the Options granted thereby
     are 102 Options or 3(9) Options, and such other terms and conditions as the
     Committee at its discretion may prescribe, provided that they are
     consistent with this Plan. Each Notice of Grant evidencing a 102 Option
     shall, in addition, be subject to the provisions of the provisions of the
     Ordinance applicable to such options.

          7.3 Vesting. Without derogating from the rights and powers of the
     Committee under Section 7.3 hereof, unless otherwise specified by the
     Committee, the Options shall be for a term of ten (10) years, and, unless
     determined otherwise by the Committee, the Vesting Period 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 all Options shall be fully
     vested on the first business day following the passing of 12 months from
     the Adoption Date (the "Adoption Date" for the purpose of this Plan means
     the Date of Grant or any other date determined by the Committee for a given
     grant of Options). Notwithstanding anything to the contrary, with respect
     to 3(9) Options granted to contractors or advisors of the Company, in the
     event that said Grantee ceases, for any reason, to serve as an advisor or
     as a 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.

               "Vesting Period" of an Option means, for the purpose of the Plan
          and its related instruments, the period between the Adoption Date and
          the date on which the holder of an Option may exercise the rights
          awarded pursuant to the terms of the Option.

          7.4 Acceleration of Vesting. 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 Period of any
     Option or the cancellation of all or any portion of any outstanding
     restrictions with respect to any Option or Share upon certain events or
     occurrences, and to include such provisions in the Notice of Grant 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 of the Company and becomes a part
     time employee 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 Company, (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 Company for their approval.


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     8. Exercise Price: The exercise price per Share subject to each Option
shall be determined by the Committee in its sole and absolute discretion,
subject to applicable law.

     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 (or, with
     respect to Options held in the Trust, by the Trustee upon receipt of
     written instructions from the Beneficial 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 Committee shall prescribe from time to time.

          9.3 Anything herein to the contrary notwithstanding, but without
     derogating from the provisions of Section 10 hereof, if any Option has not
     been exercised and the Shares subject thereto 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, and, in the event that in connection therewith any
     Options are still held in the Trust as aforesaid, the Trust with respect
     thereto shall ipso facto expire, and the Shares subject to such Options
     shall again be available for grant through Options under the Plan, as
     provided for in Section 6 herein.

          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.

     10. Termination of Employment:

          10.1 Employees. In the event that a Grantee who was an employee of the
     Company on the Date of Grant of any Options to him or her ceases, for any
     reason, to be employed by the Company (the "Cessation of Employment"), all
     Options theretofore granted to such Grantee when such Grantee was an
     employee of the Company shall terminate as follows:

               (a) The date of the Grantee's Cessation of Employment shall be
          the date on which the employee-employer relationship between the
          Grantee and the Company ceases to exist (the "Date of the Cessation").

               (b) All such Options which are not vested at the Date of
          Cessation shall terminate immediately.

               (c) If the Grantee's Cessation of Employment is by reason of such
          Grantee's death or "Disability" (as hereinafter defined), such Options
          (to the extent vested at the Date of Cessation) shall be exercisable
          by the Grantee or the Grantee's guardian, 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) with
          respect to 102 Options - 180 days from the Date of Cessation, and (ii)
          with respect to 3(9) Options - the specified expiration of the term of
          such Options, and shall thereafter terminate.

                    For purposes hereof, "Disability" shall mean the inability
               to engage in any substantial gainful occupation for which the
               Grantee is suited by education, training or experience, by reason
               of any medically determinable physical or mental impairment which
               is expected to result in such person's death or to continue for a
               period of six (6) consecutive months or more.


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               (d) If the Grantee's Cessation of Employment is due to any reason
          other than those stated in Sections 10.1(c), 10.1(e) and 10.1(f)
          herein, such Options (to the extent vested at the Date of Cessation)
          shall be exercisable at any time until (i) with respect to 102 Options
          - 90 days after the Date of Cessation, and (ii) with respect to 3(9)
          Options - the specified expiration of the term of such Options, and
          shall thereafter terminate; provided, however, that with respect to
          102 Options if the Grantee dies within such period, such Options (to
          the extent vested at the Date of Cessation) 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 180 days from the Date of Cessation,
          and shall thereafter terminate.

               (e) Notwithstanding the aforesaid, if the Grantee's Cessation of
          Employment is due to (i) breach of the Grantee's duty of loyalty
          towards the Company, or (ii) breach of the Grantee's duty of care
          towards the Company, or (iii) the commission any flagrant criminal
          offense by the Grantee, or (iv) the commission of any act of fraud,
          embezzlement or dishonesty towards the Company by the Grantee, or (v)
          any unauthorized use or disclosure by the Grantee of confidential
          information or trade secrets of the Company, or (vi) any other
          intentional misconduct by the Grantee (by act or omission) adversely
          affecting the business or affairs of the Company in a material manner,
          or (vii) any act or omission by the Grantee which would allow for the
          termination of the Grantee's employment without severance pay,
          according to the Severance Pay Law, 1963, all the Options whether
          vested or not shall ipso facto expire immediately and be of no legal
          effect.

               (f) If a Grantee retires, he shall, subject to the approval of
          the Committee, continue to enjoy such rights, if any, under the Plan
          and on such terms and conditions, with such limitations and subject to
          such requirements as the Committee in its discretion may determine.

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

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

          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 provisions of Sections
     10.1(b), 10.1(c), 10.1(d), 10.1(e), 10.1(g) and 10.2(h) above shall apply,
     mutatis mutandis. For the purposes of this Section 10.2, "Date of
     Cessation" shall mean:

               (a) with respect to directors - the date on which a director
          submits notice of resignation from the Board or the date on which the
          shareholders of the Company remove such director from the Board; 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.


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          10.3 Notwithstanding the foregoing provisions of this Section 10, the
     Committee shall have the discretion, exercisable either at the time an
     Option is granted or thereafter, to:

               (a) extend the period of time for which the Option is to remain
          exercisable following the Date of Cessation to such greater period of
          time as the Committee shall deem appropriate, but in no event beyond
          the specified expiration of the term of the Option;

               (b) permit the Option to be exercised, during the applicable
          exercise period following the Date of Cessation, not only with respect
          to the number of Shares for which such Option is exercisable at the
          Date of Cessation but also with respect to one or more additional
          installments in which the Grantee would have vested under the Option
          had the Grantee continued in the employ or service of the Company.

     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 Company and its subsidiaries;

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

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

               (iv) a merger, consolidation or similar transaction following
          which the Company is the surviving corporation but the Ordinary Shares
          of the Company 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 Company, 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 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 Committee, whose determination in that respect shall
     be final, binding and conclusive. Except as expressly provided herein, no
     issuance by the Company 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 Company, 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; or

                    (iii) automatically vest in full so that the Option shall,
               ten (10) days prior to the effective date of the Corporate
               Transaction, become fully exercisable for all of the Shares at
               that time subject to the Option and may be exercised for any or
               all of those Shares;

                    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), 11.4(a)(ii) or 11.4(a)(iii) above shall apply
          in the event of a Corporate Transaction in which the consideration
          received by the shareholders of the Company 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 Company 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 Company, 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 Company 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. Limitations on Transfer: 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
     provisions, 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, 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 ("Affiliate" means any company (i) that
     is a Controlling Shareholder (as such term is defined in Section 102 of the
     Ordinance) of the Company, or (ii) of which the Company is a Controlling
     Shareholder, or (iii) which has a Controlling Shareholder that is also a
     Controlling Shareholder of the Company), 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 Company (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 Company 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.


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<PAGE>


          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 Company, increase the amount of authorized but
     unissued Shares reserved for purposes of the Plan.

     15. Withholding and Tax Consequences: The Company's obligation to deliver
Shares upon the exercise of any Options granted under the Plan shall be subject
to the satisfaction of all applicable income tax and other compulsory payments
withholding requirements. 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 subject thereto or
from any other event or act (of the Company, of the Trustee or of the Grantee)
hereunder, shall be borne solely by the Grantee, and the Grantee shall indemnify
the Company and/or the Trustee, as applicable, 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. 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 Company in writing of the proposed disposition and
the name of the proposed transferees, (ii) furnish the Company with an opinion
of counsel satisfactory in form and content to the Company, and (iii) furnish
the Company 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 Company 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 to continue
     the employment or service of any Grantee. Nothing in the Plan or in any
     Option granted thereunder shall confer upon any Grantee any right to
     continue in the employ or service of the Company for any period of specific
     duration, or interfere with or otherwise restrict in any way the right of
     the Company to terminate such employment or service at any time, for any
     reason, with or without cause.

          17.2 Governing Law. 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.

          17.3 Use of Funds. Any proceeds received by the Company from the sale
     of Shares pursuant to the exercise of Options granted under the Plan shall
     be used for general corporate purposes of the Company.

          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 Notice of Grant or multiple
     Notices of Grant, as determined by the Committee.


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<PAGE>


          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.




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