EXHIBIT 4.(c). 9

OPTIBASE LTD.

SHARE OPTION AGREEMENT 2003

FOR THE

1999 ISRAELI SHARE OPTION PLAN(As amended April 5, 2000)

Unless
otherwise defined herein, the terms defined in the 1999 Israeli Share Option
Plan (as amended on April 5, 2000) shall have the same defined meanings in this
Share Option Agreement.

|Affiliate(s)              | means a
  present or future company that either (i) Controls Optibase Ltd. or is
  Controlled by Optibase Ltd.; or (ii) is Controlled by the same person or
  entity that Controls Optibase Ltd.                                                        
|--------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                            |                                                                                                                                                                                                                                                         
|Allocate
  or Allocated | with respect
  to Options, means the allocation of Options by the Company to the Trustee on
  behalf of an Optionee.                                                                                                                                    
|                            |                                                                                                                                                                                                                                                         
|Commencement Date         | means the
  date of commencement of the vesting schedule with respect to a Grant of Options,
  which unless otherwise determined by the Administrator, shall be the date on
  which such Grant of Options shall be Allocated.                           
|                            |                                                                                                                                                                                                                                                         
|Company                   | means
  Optibase Ltd., a company incorporated under the laws of the State of Israel.                                                                                                                                                                    
|                            |                                                                                                                                                                                                                                                         
|Controlor 
  Controlled | shall have
  the meaning ascribed thereto in Section 102.                                                                                                                                                                                               
|                            |                                                                                                                                                                                                                                                         
|Employee                  | means  in
  contrary to the definition in the Plan - an employee, officer or director of
  the Company or any Affiliate (provided that such person does not Control the
  Company), who is an Israeli resident within the meaning of the Tax Ordinance.
|                            |                                                                                                                                                                                                                                                         
|Exercise 
  Notice        | means a
  notice delivered by an Optionee to the Company and the Trustee in the form
  attached as Exhibit A, for the initiation of the Exercise process of an
  Option.                                                                                

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|Exercise
  Price                     | means, the
  price determined in this Option Agreement, which is to be paid by the
  Optionee to the Company in order to exercise a granted Option and convert
  such Option into an Option Share.                                                                                                                                                 
|-------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                       |                                                                                                                                                                                                                                                                                                                                                    
|Grant of 
  Options                  | with respect
  to Options, means the grant of Options by the Company to an Optionee pursuant
  to a Notice of Grant                                                                                                                                                                                                                                
|                                       |                                                                                                                                                                                                                                                                                                                                                    
|Holding 
  Period                    | means the
  period in which the Allocated Options granted to a Optionee or, upon exercise
  thereof the Option Shares, are to be held by the Trustee on behalf of the
  Optionee, in accordance with Section 102, and pursuant to the Tax Track which
  the Company selects.                                                                       
|                                       |                                                                                                                                                                                                                                                                                                                                                    
|Notice of
  Grant                    | means the
  notice of grant from the Company or Affiliate to an Optionee in which the
  Optionee is notified of the decision to Grant to the Optionee Options according
  to the terms of the Plan and the Option Agreement.                                                                                                                       
|                                       |                                                                                                                                                                                                                                                                                                                                                    
|Option
  Agreement                     | This Share
  Option Agreement 2003                                                                                                                                                                                                                                                                                                                 
|                                       |                                                                                                                                                                                                                                                                                                                                                    
|Option
  Shares                      | means Shares
  issued or to be issued upon exercise of Granted Options all in accordance
  with the Option Agreement and the Plan.                                                                                                                                                                                                                 
|                                       |                                                                                                                                                                                                                                                                                                                                                    
|Optionee                             | means, in
  addition to the definition of the Plan, an employee, officer or director of
  the Company or any Affiliate (provided that such person does not Control the
  Company), who is an Israeli resident within the meaning of the Tax Ordinance,
  on behalf of whom an Option is Allocated pursuant to the Plan and this Option
  Agreement.
|                                       |                                                                                                                                                                                                                                                                                                                                                    
|Plan                                 | means the
  Companys 1999 Israeli  Share Option
  Plan (as amended April 5, 2000), as may be amended from time to time.                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                                                    
|Section 102                          | means
  Section 102 of the Tax Ordinance.                                                                                                                                                                                                                                                                                                          
|                                       |                                                                                                                                                                                                                                                                                                                                                    
|Section 102
  
  Rules or 
  Rules | means the
  Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003.                                                                                                                                                                                                                                                               

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|Tax
  Ordinance                           | means the
  Israeli Income Tax Ordinance [New Version], 1961, as amended, and any
  regulations, rules, orders or procedures promulgated there under.                                                                                                                               
|------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                            |                                                                                                                                                                                                                                                                                     
|Tax Track                                 | means one of
  the three tax tracks described under Section 102, specifically: (1) the Capital
  Gains Track Through a Trustee; (2) Income Tax Track Through a Trustee; or
  (3) the Income Tax Track Without a Trustee; each as defined in Sections
  ________, respectively.
|                                            |                                                                                                                                                                                                                                                                                     
|Term of 
  Options or Expiration
  Date | means, with
  respect to Granted but unexercised Options, the time period set forth in this
  Notice and Section 7 of the Option Agreement.                                                                                                                                         
|                                            |                                                                                                                                                                                                                                                                                     
|Trustee                                   | means a Trustee
  appointed by the Company to hold in trust, Allocated Options and the Option
  Shares issued upon exercise of such Options, on behalf of Optionees.                                                                                                                

1.     Grant of
Option.  Options may be Granted
under this Option Agreement to Employees of the Company or any of its
Affiliates. These Options shall be Allocated to the Trustee as set forth in
Section 8 of this Option Agreement.

The
Company shall grant to Optionees, an option to purchase a number of Shares that
shall be set forth in a Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant, and subject to the terms and conditions of the
Option Agreement, the Plan, which is incorporated herein by reference and the
Notice of Grant.  In the event of a
conflict between the terms and conditions of the Plan and this Option
Agreement, the terms and conditions of this Option Agreement shall
prevail.

2.     Exercise
of Option.  The Option shall be
exercisable during its term in accordance with the provisions of Section 9
of the Plan as follows:

(a)     Right
to Exercise.

(i)     Subject to
subsections 2(a)(ii),  the Option
shall be exercisable cumulatively according to the vesting schedule set forth in
the Notice of Grant.

(ii)    The Option may not be exercised for a fraction of a
Share.

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(b)    Method
of Exercise.  The Option shall be
exercisable by delivery of an Exercise Notice to the Company and the Trustee,
which shall state the election to exercise the Option, the number of Shares
with respect to which the Option is being exercised, and such other
representations and agreements as may be required by the Company.  The Exercise Notice shall be accompanied by
payment of the aggregate Exercise Price and the stamp tax at the applicable
rate on the date of exercise as to all Exercised Shares.  The Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied
by the aggregate Exercise Price. The company may revise the method of exercise
and the form of the Exercise Notice from time to time (including without
limitation in connection with exercise of options accompanied by instruction to
sell), as long as the rights of the Optionee are not materially derogated by
such revision. In the event of such change, none of the terms or conditions
specified herein shall be deemed to be revised unless explicitly being revised.

No Shares shall be issued pursuant to the
exercise of an Option unless such issuance and such exercise complies with
Applicable Laws.

3.     Lock-Up
Period. The  Optionee shall
undertake that, if so requested by the Company or any representative of the
underwriters (the Managing Underwriter) in connection with any registration
of the offering of any securities of the Company under the Securities Act,
Optionee shall not sell or otherwise transfer any Shares or other securities of
the Company during the 180-day period (or such other period as may be requested
in writing by the Managing Underwriter and agreed to in writing by the Company)
(the Market Standoff Period) following the effective date of a registration
statement of the Company filed under the Securities Act. The Company may
impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such Market Standoff Period.

4.     Method of
Payment.  Payment of the aggregate
Exercise Price shall be by any of the following, or a combination thereof, at
the election of the Optionee:

| | (a) | cash;         
| | --- | --------------
| |     |               
| | (b) | check; or     
| |     |               
| | (c) | wire transfer;

5.     Restrictions
on Exercise.  This Option may not be
exercised if the issuance of such Shares upon such exercise or the method of
payment of consideration for such shares would constitute a violation of any
Applicable Law.

6.     Non-Transferability
of Option.  The Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by
Optionee.  The terms of the Plan and
this Option Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

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7.     TermofOption.  The Option may be exercised
only within the term set out in the Notice of Grant, and may be exercised
during such term only in accordance with the Plan, the Option Agreement and the
terms of the Option.

8.     Trust Arrangement and Holding Period

The
Option is granted according to Section 102 and the Rules, pursuant to which the
Option and/or Option Shares granted shall be held on behalf on the Optionees by
a Trustee for a period as specified in this section, in accordance with the
Section 102 Tax Track that the Company has selected. Therefore, The Options and
the Option Shares, as the case may be, shall be issued to and held for the
benefit of Optionees by a Trustee designated by the Company. At the end of the
Holding Period the Trustee may release the Option Shares to you only after
payment of taxes as set forth hereunder.

Trustee Tax Tracks

(a)     If the Company elects to Grant Options
through (i) the Capital Gains Track Through a Trustee, or (ii) the Income Tax
Track Through a Trustee, then, in accordance with the requirements of Section
102, the Company shall appoint a Trustee who will hold in trust on behalf of
each Opionee the Options and the Shares issued upon exercise of such Options in
trust on behalf of each Optionee.

The Holding Period for the Options will be as follows:

| | (1)The Capital Gains Tax Track Through a Trustee
   if the Company elects to Allocate the Options according to the provisions
  of this track, then the Holding Period will be 24 months from the end of the
  tax year in which the Options were Allocated to the Trustee on behalf of the
  Optionee, or such shorter period as may be approved by the Israeli Tax
  Authorities.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                     
| | (2)Income Tax Track Through a Trustee 
  if the Company elects to Allocate Options according to the provisions of this
  track, then the Holding Period will be 12 months from the end of the tax year
  in which the Options were Allocated to the Trustee on behalf of the Optionee,
  or such shorter period as may be approved by the Israeli Tax Authorities.                 

Subject to Section 102 and the Rules, Optionees shall not be able to
receive from the Trustee, nor shall they be able to sell or dispose of Shares
before the end of the applicable Holding Period.

In the event of a distribution of rights, including an issuance of
bonus shares, in connection with Options originally Allocated (the Additional
Rights), all such Additional Rights shall be Allocated and/or issued to the
Trustee for the benefit of Optionees, and shall be held by the Trustee for the
remainder of the Holding Period applicable to the Options originally Allocated.
Such Additional Rights shall be treated in accordance with the provisions of
the applicable Tax Track.

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(b)     Income Tax Track Without a Trustee

If the Company elects to Allocate Options according to the provisions
of this track, then the Options will not be subject to a Holding Period.

(C)     Track
Selection

The Company, in its sole discretion, shall elect under which of above
three Tax Tracks each Option is Granted and shall notify the Optionee in the
Notice of Grant, which Tax Track applies to each Granted Option.

(d)     Concurrent
Conditions

The Holding Period, if any, is in addition to the vesting period as
specified in the Notice of Grant.  The
Holding Period and vesting period may run concurrently, but neither is a
substitute for the other, and each are independent terms and conditions for
Options Granted.

(e)     Trust
Agreement

The terms and conditions applicable to the trust relating to the Tax
Track selected by the Company, as appropriate, shall be set forth in an
agreement signed by the Company and the Trustee (the Trust Agreement).

9.      Tax
Consequences.

(a)     This Option Agreement shall be
governed by, and shall conform with and be interpreted so as to comply with,
the requirements of Section 102, the Rules and any written approval from the
Israeli Tax Authorities. All tax consequences under any applicable law, which
may arise from the Grant or Allocation of Options, from the exercise thereof or
from the holding or sale of Option Shares (or other securities issued under the
Option Agreement) by or on behalf of the Optionee, shall be borne solely on the
Optionee. The Optionee shall indemnify the Company and/or Affiliate, as the
case may be, and hold them harmless, against and from any liability for any
such tax or any penalty, interest or indexing.

(b)     If the Company elects to Allocate
Options according to the provisions of the Income Tax Track Without a Trustee
(Section 8 (b) of this Option agreement), and if prior to the Exercise of any
and/or all of these Options, such Optionee ceases to be an Employee, of the Company
or Affiliate, the Optionee shall deposit with the Company a guarantee or other
security as required by Applicable Law, in order to ensure the payment of
applicable taxes upon the Exercise of such Options.

10.     Withholding Taxes

(a)     Whenever an amount with respect to
withholding tax relating to Options Granted to an Optionee and/or Option Shares
issued upon the exercise thereof is due from the Optionee and/or the Company
and/or an Affiliate, the Company and/or an Affiliate shall have the right to
demand from an Optionee such amount sufficient to satisfy any applicable
withholding tax requirements related thereto, and whenever Shares or any other
non-cash assets are to be delivered pursuant to the exercise of an Option, or
transferred thereafter, the Company and/or an Affiliate shall have the right to
require the Optionee to remit to the Company and/or to the Affiliate, or to the
Trustee an amount in cash sufficient to satisfy any applicable withholding tax
requirements related thereto, and if such amount is not timely remitted, the
Company and/or the Affiliate shall have the right to withhold or set-off
(subject to Applicable Law) such Shares or any other non-cash assets pending
payment by the Optionee of such amounts.

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(b)     Until all taxes have been paid in
accordance with Rule 7 of the Section 102 Rules, Options and/or Option Shares
may not be sold, transferred, assigned, pledged, encumbered, or otherwise
willfully hypothecated or disposed of, and no power of attorney or deed of
transfer, whether for immediate or future use may be validly given.
Notwithstanding the foregoing, the Options and/or Option Shares may be validly
transferred in a transfer made by will or laws of descent, provided that the
transferee thereof shall be subject to the provisions of Section 102 and the
Section 102 Rules as would have been applicable to the deceased Optionee were
he or she to have survived.

(c)     The company does not make any representation
with respect to the tax consequences of, and employee shall solely be liable
for any fees, fines, and other payments that will be imposed by the Income Tax Authorities (either in Israel or abroad) and
notwithstanding its source, any compulsory payment arising from the Options,
the Option  Shares or dividends or any
other benefit derived from them or for the expenses that will accrue to the
employee or the company in connection with the Option Agreement and the Plan
(including guaranteeing of shares in the past, granting of the options, their
realization, issuance of the Option Shares, their transfer to the name of the
employee, and their sale by the employee) and this also includes, without
impairing the generality of anything said above, income tax, stamp tax,
employers tax, capital gains tax, and added value tax and social security. The
Optionee hereby agrees and undertakes to indemnify the Company, its Affiliates
and the Trustee and hold them harmless against and from any tax liability,
including interest and penalties thereon, which may be incurred as a result of
the granting or exercise of an Option or the issuance of Option Shares pursuant
to such Options, or otherwise arising out of this Agreement. THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE.  THE
OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.

11.     Entire
Agreement; Governing Law.  The Plan
is incorporated herein by reference. 
The Plan and this Option Agreement and the Notice of Grant constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be
modified adversely to the Optionees interest except by means of a writing
signed by the Company and Optionee. 
This Option Agreement is governed by the internal substantive laws but
not the choice of law rules, of Israel.

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12.     No
Guarantee of Continued Service. 
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINATION OF EMPLOMENT AT THE
WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). 
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE
FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN
ANY WAY WITH OPTIONEES RIGHT OR THE COMPANYS RIGHT TO TERMINATE OPTIONEES
EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

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EXHIBIT A

1999 ISRAELI SHARE OPTION PLAN

(As amended April 5, 2000)

OPTION AGREEMENT 2003

EXERCISE NOTICE

|Optibase Ltd.                         | Employees
  Remuneration Trust Company               
|------------------------------------- | -----------------------------------------------------
|7 Shenkar St.                         | At Gross, Kleinhendler, Hodak, Halvey, Greenberg & Co
|Herzliya                              | 1 Azrieli Center, Tel Aviv                           
|Attention:  Chief Financial
  Officer | Attention: Adv. Michal Lavee Machlav                 

1.     Exercise
of Option.  Effective as of today,
___________, 20__, the undersigned (Optionee) hereby elects to exercise
Optionees option (the Option) to purchase _________ Ordinary Shares (the Shares)
of  Optibase Ltd. (the Company) under
and pursuant to the 102  Share Option
Plan (1999) (the Plan), the Share Option Agreement 2003 (the Option
Agreement) and the notice of grant (the notice of Grant).

2.     Delivery
of Payment.  Purchaser herewith
delivers to the Company the full purchase price of the Shares, as set forth in
the Option Agreement and the Notice of Grant.

3.     Representations
of Optionee.  Optionee acknowledges
that Optionee has received, read and understood the Plan, the Option Agreement
and the Notice of Grant and agrees to abide by and be bound by their terms and
conditions.

4.     Rights
as Shareholder.  Until the issuance
of the Shares (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the optioned Shares, notwithstanding the exercise of the
Option.  The Shares shall be issued to
the Optionee or Trustee, as the case may be, as soon as practicable after the
Option is exercised.  No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date of issuance except as provided in Section 11 of the Plan.

5.     Tax
Consultation.  Optionee understands
that Optionee may suffer adverse tax consequences as a result of Optionees
purchase or disposition of the Shares. 
Optionee represents that Optionee has consulted with any tax consultants
Optionee deems advisable in connection with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice.

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6.     Successors
and Assigns.  The Company may assign
any of its rights under this Exercise Notice to single or multiple assignees,
and the terms and conditions of this Exercise Notice shall inure to the benefit
of the successors and assigns of the Company. 
Subject to the restrictions on transfer herein set forth, the terms and
conditions of this Exercise Notice shall be binding upon Optionee and his or
her heirs, executors, administrators, successors and assigns.

7.     Interpretation.  Any dispute regarding the interpretation of
this Exercise Notice shall be submitted by Optionee or by the Company forthwith
to the Administrator which shall review such dispute at its next regular
meeting.  The resolution of such a
dispute by the Administrator shall be final and binding on all parties.

8.     Governing
Law; Severability.  This Exercise
Notice is governed by the internal substantive laws, but not the choice of law
rules, of Israel.

9.     Entire
Agreement.  The Plan, the Option
Agreement and the Notice of Grant are incorporated herein by reference.  This Exercise Notice, the Plan,, the Option
Agreement and the Notice of Grant and the Exercise Notice constitute the entire
agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be
modified adversely to the Optionees interest except by means of a writing
signed by the Company and Optionee.

|Submitted by: | Accepted by:                   
|------------- | -------------------------------
|              |                                
|OPTIONEE      | OPTIBASE LTD.                  
|              |                                
|              |                                
|Signature     | By:                            
|              |                                
|Print Name:   |                                
|              | At Optibase                    
|              |                                
|              | Address:                       
|              |                                
|              | 7 SHENKAR ST
  HERZLIYA, ISRAEL
|              |                                
|              | Date Received                  
|              |                                

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