<PAGE>
                                                                     Exhibit 4.6


                                GIGAMEDIA LIMITED

                        2004 EMPLOYEE SHARE OPTION PLAN


1.   Purposes of the Plan

     The purposes of this Share Option Plan (the "Plan") are to attract and
     retain the best available personnel for positions of substantial
     responsibility and to provide additional incentives to Employees of
     GigaMedia Limited and its Subsidiaries for achieving excellence in their
     work performance.


2.   Definitions

     "Board" shall refer to the Board of Directors of the Company.

     "Committee" shall refer to the Committee appointed by the Board of the
     Company pursuant to Section 4.1 hereunder to administer the Plan.

     "Company" shall refer to GigaMedia Limited, a company incorporated and
     existing under the laws of the Republic of Singapore with its registered
     office at 8 Robinson Road, #6-00, ASO Building, Singapore 048544.

     "Continuous Status as an Employee" shall refer to the absence of any
     interruption or termination of the employment relationship by the Employer.
     Continuous Status as an Employee shall not be considered interrupted in the
     case of; (1) sick leave; (ii) military leave; (iii) any other leave of
     absence approved by the Committee, provided that such leave is for a period
     of not more than ninety (90) days, unless reemployment upon the expiration
     of such leave is guaranteed by contract or statute, or unless provided
     otherwise pursuant to the policy of the Employer adopted from time to time;
     or (iv) in the case of transfers between locations of the Employer or
     between the Employers.

     "Employee" shall refer to any employee, officer, director, supervisor,
     advisor or consultant of the Employer.

     "Employer" shall refer to the Company and/or its Subsidiaries.

     "Fair Market Value" shall refer to the value of Shares determined as
     follows:

     (a)  If the Shares are listed on stock exchange, its Fair Market Value
          shall be the closing sales price.

     (b)  In the absence of an established market for the Shares, the Fair
          Market Value thereof shall be determined in good faith by the
          Committee.

     "Option" shall refer to a right to subscribe for shares of the Company
     granted under this Plan.

     "Option Agreement" shall refer to the Share Option Agreement entered into
     by and between the Company and the Optionee per form and substance of
     Exhibit A for granting Options.

     "Optionee" shall refer to the Employee who is designated by the Committee
     to receive the Option granted under the Plan.

     "Plan" shall refer to GigaMedia Limited 2004 Employee Share Option Plan.

     "Shares" shall refer to the ordinary shares in the capital of the Company
     designated by the Committee for the administration of the Plan.

     "Subsidiaries" shall refer to the Subsidiaries in which the Company owns,
     directly or indirectly, more than 50% of common shares.


3.   Shares Available for Options

     Unless otherwise provided in the Plan or determined by the Board, the
     maximum aggregate number of Shares which may be optioned and sold under the
     Plan is 7,000,000 Shares. Shares to be delivered under the Plan shall be
     authorized and issued. If an Option expires or becomes unexercisable for
     any reason without being exercised in full, the unsubscribed Shares subject
     to such Option shall become available for future grant under the Plan.
     Exercise of an Option in any manner shall result in a decrease in the
     number of Shares which thereafter may be available, both for purposes of
     the Plan and for issue under the Option by the number of Shares as to which
     the Option is exercised. The Company, during the term of this Plan, shall
     at all time reserve and keep available such number of Shares as shall be
     sufficient to satisfy the requirement of the Plan.


4.   Administration of the Plan

4.1  Administration Generally

     The Plan shall be administered by a Committee designated by the Board,
     which Committee shall be constituted in such a manner as to satisfy the
     legal requirements relating to the administration of the Plan

<PAGE>

     under applicable laws and regulations. Once appointed, such Committee shall
     continue to serve in its designated capacity until otherwise directed by
     the Board. From time to time the Board may increase the size of the
     Committee and appoint additional members, remove members (with or without
     cause) and appoint new members in substitution therefor, fill vacancies,
     however caused, and remove all members of the Committee and thereafter
     directly administer the Plan, to the extent permitted by the applicable
     laws and regulations.

4.2  Powers of the Committee

     Subject to the provisions of the Plan and the authorization given by the
     Board, the Committee shall have the authority, in its discretion:

     (a)  to determine the Fair Market Value of the Shares, in accordance with
          the definition of Fair Market Value as stated in Section 2 of the
          Plan;

     (b)  to select the Employees to whom Options shall be granted hereunder;

     (c)  to determine whether and how many Options shall be granted hereunder;

     (d)  to approve instruments or documents to be used under the Plan,
          including the Option Agreement;

     (e)  to determine the terms and conditions, subject to the terms of the
          Plan, of any Option granted hereunder (including, but not limited to,
          the share price and any restriction or limitation, vesting schedules
          or other restrictions regarding any Option and/or the Shares relating
          thereto), provided that the term of the Option (i.e. the period the
          Option remains exercisable) shall not exceed the maximum period of
          time permitted under the applicable laws;

     (f)  to determine whether and under what circumstances an Option may be
          exercised and Shares may be transferred in compliance with the laws of
          the Republic of Singapore;

     (g)  to interpret and administer the Plan and any instrument or document
          relating to the Plan; and

     (h)  to make any other determination and take any other action that the
          Committee deems necessary or desirable for the administration of the
          Plan.

     All decisions, determinations and interpretations of the Committee shall be
     final and binding on all persons, including the Company, the Company's
     Subsidiaries, any Optionee and any other holder or beneficiary of an Option
     or the Employee.

4.3  The Committee may delegate to one or more managerial officers of the
     Company or its Subsidiaries or to a committee composed of such managerial
     officers the authority to administer the Plan with respect to employees
     other than managerial officers pursuant to the authorization given by the
     Committee.

4.4  Each Option granted under the Plan shall be evidenced by an Option
     Agreement specifying the terms and conditions of the Option and any rules
     applicable thereto.


5.   Eligibility

5.1  Options may be granted to the Employees of the Employer as determined by
     the Committee, pursuant to the Option Agreement executed by the Optionee
     and the Company. The Committee shall have sole and complete authority to
     determine the Employees to whom Options shall be granted, the number of
     Shares to be covered by each Option and the conditions and limitations
     applicable to the exercise of the Option.

5.2  No Employee or other persons shall have any claim to be granted any Option,
     and the Employee's exercise of any Option is subject to the restrictions
     imposed by the Committee as it may deem advisable under the Plan, local
     laws and regulations, the requirements of the stock exchange on which the
     stocks of the Company are listed and other applicable rules, laws and
     regulations. There is no obligation for the Company to treat all the
     Employees, holders or beneficiaries of Options under the same terms and
     conditions.

5.3  The eligibility for Options awarded under the Plan are conditioned upon an
     Employee's Continuous Status as an Employee and the Options granted under
     the Plan are subject to Section 10 of this Plan. However, nothing contained
     in the Plan or the Option Agreement nor any Option granted hereunder shall
     confer upon any Optionee the right to continuation of employment or
     consulting relationship with the Employer or interfere in any way with the
     Employee's right or the Employer's right to terminate his employment or
     consulting relationship at any time, with or without cause.


6.   Term of Plan

     The Plan shall become effective upon the adoption by the Shareholders of
     the Company in General Meeting. It shall continue in effect until the date
     on which all shares available for issue under the Plan have been issued as
     fully-vested shares, or the termination of all outstanding options in
     connection with a merger under Section 9.3, or terminated under Section 11
     of the Plan, or the elapsing of ten years from the effective date,
     whichever is earlier.
<PAGE>

7.   Option Exercise Price and Consideration

7.1  The per Share exercise price shall be no less than the par value of a
     Share.

7.2  The payment of the consideration for the Shares to be issued upon exercise
     of an Option shall be determined by the Committee and, subject to the
     discretion of the Committee, may consist entirely of (1) cash, (2) check,
     (3) any combination of the foregoing methods of payment, or (4) such other
     considerations and methods of payment for the transfer of Shares to the
     extent permitted under applicable laws and regulations or the rules or
     regulations of the stock exchange on which the Shares of the Company are
     listed.

7.3  All taxes (including income tax) arising from the exercise of any Option by
     an Optionee under the Plan shall be borne by the Optionee. The Optionee
     shall be required to pay to the Company or its Subsidiaries the amount of
     any applicable withholding taxes arising out of an Option, including but
     not limited to the exercise of Options or transfer of shares, under the
     Plan, if applicable; otherwise, the Company or its Subsidiaries shall have
     the right and is hereby authorized to withhold from any compensation,
     amount or value owing to the Optionee the amount or value equal to the
     amount of tax due and to take such other actions as may be necessary in the
     opinion of the Company to satisfy all obligations for the payment of such
     taxes, if required by applicable law.


8.   Exercise

8.1  An Option shall be exercised in accordance with the terms and conditions
     listed in the Option Agreement or otherwise directed by the Committee in
     writing. An Option may not be exercised for a fraction of a share. An
     Option shall be deemed to be exercised upon the Company's receipt of a
     written notice of such exercise made in accordance with the terms of the
     Option Agreement under which the Option is granted and the full payment for
     the Shares to be issued. Full payment may, as authorized by the Committee,
     consist of any consideration and method of payment allowable under Section
     7.2 of the Plan. The Optionee, holder or the beneficiary of the option are
     not entitled to exercise the right to vote or receive dividends or any
     other rights as a shareholder with respect to the Shares subject to the
     Option notwithstanding the exercise of the Option until the issuance (as
     evidenced by the appropriate entry on the books of the Company or of a duly
     authorized transfer agent of the Company) of the share certificates
     evidencing such Shares. The Company shall issue (or cause to be issued)
     such share certificates promptly upon exercise of the Option.
     Notwithstanding any provision contained herein, the Committee and the
     Company shall not under any circumstances be held liable for any cost,
     losses, expenses and damages arising in any event, including but not
     limited to the Company's delay in issuing the Shares. The Optionee is not
     entitled to any adjustment for dividends or other rights of which the
     Record Date is prior to the date the share certificate is issued, unless
     otherwise provided in the Plan. For the purpose of this sub-Section, the
     term "Record Date" refers to the date fixed by the Company for the purposes
     of determining entitlements to dividends or other distributions to or
     rights of shareholders.

8.2  Conditions Upon Transfer of Shares

     Shares shall not be issued pursuant to the exercise of any Option unless
     the exercise of such Option and the delivery of such Shares shall comply
     with all relevant provisions of applicable laws and regulations, the
     requirements of the stock exchange on which the shares of the Company are
     listed and shall be further subject to the approval of counsel for the
     Company with respect to such compliance. Each Option shall be exercisable
     at such times and subject to such terms and conditions as the Committee
     may, in its sole discretion, specify in the applicable Option Agreement or
     other written instruments in relation to the Plan. The Committee may impose
     such conditions to the exercise of Options, including, without limitation,
     any relating to the application of the local laws and regulations, the
     requirements of the stock exchange on which the shares of the Company are
     listed or other applicable laws or regulations, as it deems necessary or
     advisable. The inability of the Company to obtain authority from any
     regulatory body and/or self-regulatory organization having jurisdiction
     over the Company or its Subsidiaries, which authority is deemed by the
     Company's counsel to be necessary to the lawful sale of any shares
     hereunder, shall relieve the Company of any liability in respect of the
     failure to issue such Shares.


9.   Adjustment

9.1  In order to prevent dilution or enlargement of the benefits or potential
     benefits intended to be made available to the Employees under the Plan, and
     subject to any required action by the shareholders and the Board of the
     Company and the terms and conditions of the Plan, the Committee shall
     adjust the number of Shares subject to outstanding Options or Options to be
     granted and the grant or exercise price of any Option for any increase or
     decrease in the number of issued shares resulting from a scrip dividend,
     combination or reclassification of the Shares, reorganization, merger,
     consolidation, split-up, spin-off, combination, exchange of Shares or other
     securities of the Company or other similar events.

9.2  Upon any adjustment required to be made pursuant to Section 9.1, the
     Company shall notify the Optionee in writing and deliver to him a statement
     setting forth the exercise or grant price thereafter in effect and the
     class and/or number of Shares thereafter to be issued on the exercise of
     the Option. Any adjustment shall take effect upon such written notification
     being given.

9.3  In the event of the proposed dissolution or liquidation of the Company, the
     Board shall notify the Optionee at least 10 days prior to such proposed
     action. Options not exercised shall terminate immediately prior to the
     consummation of such proposed action. In the event of a merger of the
     Company with or into another corporation, the Option shall be assumed or an
     equivalent option shall be substituted by such successor corporation. In
     the event that such successor corporation does not agree to assume the
     Option or the


<PAGE>

     substitute of an equivalent option, the Optionees shall be entitled to
     exercise all the Options that are exercisable on the date of the proposed
     merger during a reasonable period of time as determined by the Committee.
     The Committee shall notify the Optionees in writing of the fact that the
     Option shall be fully exercisable during a given period of time, and the
     Options will terminate upon expiration of such period.


10.  If the Optionee's employment with the Employer is terminated for any reason
     howsoever arising, the rights (if any) of the Optionee or his successor (as
     in the case of the Optionee's death) to exercise any Option and if so, the
     terms on which such rights may be exercised, shall, unless otherwise
     specified in the Option Agreement, be determined at the sole discretion of
     the Committee.


11.  Amendment and Termination.

11.1 The Board may amend, alter, suspend, discontinue or terminate the Plan or
     any portion thereof at any time; provided that no such amendment,
     alteration, suspension, discontinuation or termination shall be made
     without shareholder's approval if such approval is necessary under
     applicable laws or regulations. Notwithstanding anything to the contrary
     herein, the Board may amend the Plan in such manner as necessary to make
     the Plan in conformity with local rules and regulations in any
     jurisdiction.

11.2 The Committee may waive or amend any terms of, or alter, suspend,
     discontinue, cancel or terminate any Option granted hereunder,
     prospectively or retroactively, provided that the Optionee being adversely
     affected by such change consents in writing to such change of the Options.


12.  The Option may not be sold, pledged, assigned, disposed, transferred, or
     encumbered of in any manner other than by will or by the laws of descent or
     distribution and may be exercised, during the lifetime of the Optionee,
     only by the Optionee.


13.  The Company shall provide to each Optionee, during the period for which
     such Optionee has one or more Options outstanding, copies of all annual
     reports and other information which are provided to all shareholders of the
     Company.


14.  Nothing contained in the Plan shall prevent the Company or its Subsidiaries
     from adopting or continuing in effect other compensation arrangements which
     may or may not provide for the grant of options of shares.


15.  The grant of an Option or any thing contained in the Plan or the Option
     Agreement shall not be construed as conferring upon the Optionees any right
     with respect to continuation of employment by the Company, nor shall it
     interfere in any way with the Employer's right to terminate the employment
     at any time, with or without cause. The terms of employment of an Employee
     shall not be affected by the execution of the Plan. The Options granted
     under the Plan shall not form a part of the terms of employment of an
     Employee or entitle him to take into account the Options granted under the
     Plan in calculating any compensation or damages on the termination of his
     employment for any reason.


16.  The validity, interpretation and application of the Plan shall be governed
     by the laws of the Republic of Singapore.


17.  Any provision of this Plan or the Option Agreement which is invalid or
     unenforceable in whole or in part or shall cause the disqualification of
     the Company from the application of any laws, regulations, rules or
     requirements of which the qualification is deemed necessary by the Board,
     shall be construed in a way that will satisfy the requirements under such
     laws, regulations and requirements. If it cannot be so construed, such
     provision shall be severable in whole or part from the Plan or the Option
     Agreement, so that such invalidity, unenforceability or disqualification
     shall not affect any other provision hereof.


18.  The Plan or the Option Agreement shall not be construed as creating a trust
     or separate fund of any kind or a fiduciary relationship between the
     Company or its Subsidiaries and an Optionee or any other person. The right
     of any person to receive payments from the Company under the Plan or the
     Agreement shall be no greater than the right of any unsecured general
     creditor of the Company.


<PAGE>


Exhibit A Option Agreement


                             SHARE OPTION AGREEMENT

This SHARE OPTION AGREEMENT ("Agreement") is entered into on [Date] by and
between GigaMedia Limited ("Company"), a company incorporated in and existing
under the laws of the Republic of Singapore, with its registered office business
at 8 Robinson Road, #6-00, ASO Building, Singapore 048544 and [Name]
("Optionee"), a citizen of [Nationality] residing at __________________________.

WHEREAS, the Company agrees to award to Optionee and Optionee agrees to accept
an option ("Option") to purchase shares ("Shares") in the capital of the Company
under the GigaMedia Limited 2004 Employee Share Option Plan ("Plan").

NOW, THEREFORE, subject to the terms and conditions stated in the Agreement and
the Plan, the parties agree as follows:

1.   Plan

     The award of the Option granted hereunder is subject to the terms and
     conditions stated in the Plan, the terms of which are hereby incorporated
     into this Agreement. Terms used in this Agreement which are not defined
     herein shall have the meanings as defined in the Plan.


2.   Grant of Option

     The Company hereby grants to the Optionee and the Optionee agrees to accept
     from the Company the Option to purchase a total number of Shares as set
     forth in Annex A, Notice of Grant, at the price specified in Annex A
     ("Exercise Price") pursuant to the terms of the Plan and this Agreement.


3.   Exercise of Option

     Upon vesting of the Option pursuant to the Vesting Schedule listed in Annex
     A, the Option shall be exercisable, in whole or in part, during its term
     and subject to the provisions of Section 10 of the Plan. The Option shall
     be exercised by a written notice to the Company stating the election to
     exercise the Option, the number of Shares in respect of which the Option is
     being exercised, and such other representations and agreements as to the
     holder's investment intent with respect to such Shares as may be required
     by the Company per form and substance of Annex B. Such written notice shall
     be signed by the Optionee and shall be delivered in person or by certified
     mail to the Company. The written notice shall be accompanied by payment of
     the exercise price.


4.   Method of Payment

     Payment of the exercise price shall be made in accordance with Section 7.2
     of the Plan. No Share shall be issued pursuant to any exercise of the
     Option until payment has been made in full of the Exercise Price for the
     Shares in respect of which the Option is being exercised to the Company.


5.   Restrictions on Exercise

5.1  No Shares will be issued pursuant to the exercise of the Option unless such
     issuance and such exercise shall comply with all relevant provisions of law
     and the requirements of any stock exchange upon which the shares of the
     Company are listed as determined by the counsel of the Company. The
     inability of the Company to obtain authority from any regulatory body
     and/or self-regulatory organization having jurisdiction over the Company,
     which authority is deemed by the Company's counsel to be necessary to the
     lawful issuance of any shares hereunder, shall relieve the company of any
     liability in respect of the failure to sell such Shares.

5.2  This Option may not be exercised for a fraction of a share.

5.3  Once vested, this Option may be exercised up to the expiration date of the
     term of this Option as set forth in Annex A.

5.4  As a condition to the exercise of this Option, the Company may require the
     Optionee to make any representation and warranty to the Company as may be
     required by any applicable laws and regulations.


6.   Termination of Employment

6.1  In the event of termination of the Optionee's employment with the Company
     or the subsidiary of the Company (the "Subsidiary") for reasons other than
     due to gross negligence, willful misconduct or criminal offense of the
     Optionee, the Optionee shall have the right to exercise the Option
     following such termination of employment to the extent it is exercisable at
     the date of such termination of employment and has not been exercised,
     subject to Section 5.3 of this Agreement.

6.2  Subject to Section 6.1 of this Agreement, if an Optionee's employment with
     the Employer is terminated by reason of death or permanent and total
     disability, the Optionee or its successor, in the case of the Optionee's
     death, shall have the right to exercise the Option following such
     termination of employment to the extent it

<PAGE>

     was exercisable at the date of such termination of employment and has not
     been exercised, subject to Section 5.3 of this Agreement.


7.   Obligations of Optionee

     The Optionee agrees to cooperate with the Company and promptly complete and
     deliver all documents, forms and other materials, and timely take all
     action, as may be requested by Company in connection with this Option. The
     Optionee agrees to pay all processing charges, fees, taxes and other
     governmental assessments or charges, transaction costs, and other costs in
     relation to the Option.


8.   Non-transferability.

     This Option may not be transferred in any manner except by will or by the
     laws of descent or distribution and may be exercised during the lifetime of
     Optionee only by him. The terms of this Option shall be binding upon the
     executors, administrators, heirs and successors of the Optionee.


9.   No Rights as a Shareholder.

     The Optionee is not entitled to exercise the right to vote or receive
     dividends or other rights as a shareholder with respect to any Shares
     subject to the Option granted hereunder prior to the issuance of the
     Shares.


10.  Other Laws.

10.1 The Committee may refuse to issue any Shares, if, acting in its sole
     discretion, it determines that the issuance or transfer of such Shares
     might violate any applicable law or regulation or entitle the Company to
     recover under Section 16(b) of the Exchange Act of the United States, and
     in such event any payment tendered to the Company by an Optionee, other
     holder or beneficiary in connection with the exercise of such Option shall
     be promptly refunded to the relevant Optionee, holder or beneficiary.
     Without limiting the generality of the foregoing, the Option granted
     hereunder shall be construed as an offer to acquire or to sell Shares of
     the Company, and no such offer shall be outstanding, unless and until the
     Committee in its sole discretion has determined that any such offer, if
     made, would be in compliance with all applicable requirements of the U.S.
     federal securities laws and any other laws to which such offer, if made,
     would be subject.

10.2 If at any time the Committee shall determine in its discretion that the
     Shares subject to the Option granted hereunder must be listed or qualified
     on any securities exchange or registered or qualified under any applicable
     law or that the consent or approval of any governmental regulatory body is
     necessary or desirable as a condition of, or in connection with the
     granting of the Option, or the delivery or purchase of Shares pursuant to
     the Option, such Option may not be exercised in whole or in part unless
     such listing, registration, qualification, consent or approval shall have
     been effected or obtained.


11.  No Rights to Continuation of Employment

     Nothing in this Agreement, nor in the Plan which is incorporated herein by
     reference, shall confer upon the Optionee any right with respect to
     continuation of employment by the Company or the Subsidiary, nor shall it
     interfere in any way with the right of the Company or the Subsidiary to
     terminate his employment at any time, with or without cause.


12.  Notices

     Any notice given under this Agreement or the Plan shall be in writing and
     shall be deemed to have been duly given, if delivered by hand with proof of
     receipt, at the time of receipt, or if communicated by facsimile, cable or
     similar electronic means to the facsimile number or cable/electronic
     identification number as provided below, at the time that receipt thereof
     has been confirmed by return electronic communication or signal that the
     message has been clearly received, or if mailed by postage prepaid and
     registered mail with acknowledgment of receipt to the addresses of the
     parties as set forth below:

     to the Company
     GigaMedia Limited
     Address: 14F, 122, Duenhua N. Rd., Sungshan Chiu, Taipei, Taiwan, R.O.C.
     Fax: 886-2-87707826
     Attention: Human Resources Department

     to the Optionee
     Name:
     Address:
     Fax:


13.  Governing Law

     The Agreement and the Plan will be governed by and construed in accordance
     with the laws of the Republic of Singapore, without regard to conflicts of
     law principles that would result in the application of the law of another
     jurisdiction. By executing this Agreement, the Optionee agrees to submit to
     the jurisdiction of the courts of Singapore for any dispute arising out of
     the Plan and the Agreement.

<PAGE>

14.  Counterparts

     This Agreement may be executed in duplicates, each of which shall be deemed
     an original, but which together shall constitute a single instrument.

IN WITNESS WHEREOF, the Company and the Optionee have duly executed and
delivered this Agreement on the date first above written.


<TABLE>
<S>                                              <C>

The Company                                      The Optionee

GigaMedia Limited


By _________________________                     __________________________
Name:                                            Name:
Title: Director                                  Passport No.:

</TABLE>

<PAGE>

Annex A Notice of Grant


                               GIGAMEDIA LIMITED
                        2004 EMPLOYEE SHARE OPTION PLAN
                                NOTICE OF GRANT


[Optionee's Name and Address]

You have been granted a Nonstatutory Share Option to purchase Shares of
GigaMedia Limited as follows:

Grant No.
Date of Grant
Exercise Price Per Share
Total Number of Shares Granted
Total Price of Shares Granted
Term/Expiration Date:
Vesting Schedule:


      DATE OF VESTING                              NUMBER OF SHARES


Exercise Schedule:           Subject to the terms and conditions of the Plan and
                             the Agreement, the Option becomes exercisable upon
                             vesting.  In addition, the Option shall expire and
                             may not be exercised after the Expiration Date.

<PAGE>

Annex B Exercise Notice


                               GIGAMEDIA LIMITED
                        2004 EMPLOYEE SHARE OPTION PLAN
                                EXERCISE NOTICE


GigaMedia Limited
14F, 122, Duenhua N. Rd., Sungshan Chiu, Taipei, Taiwan, R.O.C.
Attention:  Human Resources Department


     1. Effective as of today, __________________________, the undersigned
("Optionee") hereby elects to exercise the Optionee's option to purchase
____________ shares (the "Shares") in the capital of GigaMedia Limited (the
"Company") under and pursuant to the Company's 2004 Employee Share Option Plan
(the "Plan") and the Share Option Agreement dated _____________ (the "Option
Agreement").

     2. The Optionee understands and acknowledges that the subscription of the
Shares is subject to the terms and conditions of the Plan and Option Agreement,
applicable local and foreign laws and regulations as determined by the Board,
and the requirement of the stock exchange on which the shares of the Company are
or may hereafter be listed. The Optionee agrees to cooperate with the Company to
ensure compliance with such laws and requirements.

     3. The Optionee agrees to pay any applicable taxes and transaction costs in
relation to the exercise of the Option.

     4. The Optionee agrees to execute such further instruments and to take such
further action as may be reasonably necessary to carry out the purposes and
intent of this Agreement.

     5. The Optionee herewith delivers to the Company the full Exercise Price
for the Shares.

<TABLE>
<S>                          <C>                             <C>

Submitted by                 Grant No.                       ___________________

Optionee                     Date of Grant                   ___________________

                             Exercise Price Per Share        ___________________

____________________         Total Number of Shares Granted  ___________________
Name:
Passport No.                 Term/Expiration Date            ___________________
Address:
                             Number of Shares on which the
                             Option has been exercised       ___________________

                             Total Exercise Price            ___________________

</TABLE>