EXHIBIT 10.1


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                                    FORM OF
                                 RADVISION LTD.
                           YEAR 2000 STOCK OPTION PLAN

     RADVision Ltd., a corporation  formed under the laws of the State of Israel
(the "Company"),  hereby  establishes and adopts the following Stock Option Plan
(the "Plan"),  effective ________,  2000 (the AEffective Date@),  subject to the
approval of the Plan within 12 months of the  Effective  Date by the majority of
the shares entitled to vote at a duly constituted meeting of the shareholders of
the Company.

     1.  Purpose.  The purpose of the Plan is to attract and retain  outstanding
employees  and  consultants  of  the  Company  and  its  Subsidiaries  who  will
contribute to the Company's  success and to achieve  long-term  objectives which
will  inure to the  benefit  of all  stockholders  of the  Company  through  the
additional  incentive inherent in the ownership of the Company's ordinary shares
("Shares").  For  purposes  of  the  Plan,  the  term  "Subsidiary"  shall  mean
"subsidiary  corporation," as such term is defined in Section 424(f) of the U.S.
Internal  Revenue  Code of 1986,  as amended (the  "Code").  For purposes of the
Plan,  the term AAward@  shall mean a grant of an option to purchase  Shares (an
AOption@) pursuant to the Plan.

     2. Shares Subject to Awards.

     (a) Awards under the Plan may be granted in the following forms:

          (i) incentive stock options (AIncentive Stock Options@) as provided in
     Section  422 of the Code;  provided,  however,  that no Award of  Incentive
     Stock  Options  shall be made  hereunder  after  the date that is the tenth
     anniversary of the Effective Date;

          (ii) non-qualified stock options  (ANon-qualified  Options@) (the term
     AOptions@ includes incentive stock options and non-qualified options); and

          (iii)  options  granted  pursuant  to Section  102 of the  Israeli Tax
     Ordinance ("102 Options").

          (iv)  options  granted  pursuant  to Section  3.9 of the  Israeli  Tax
     Ordinance ("3.9 Options").

     (b)  Subject  to the  adjustment  provisions  of  Section  12  hereof,  the
aggregate number of Shares which may be issued under all Awards shall not exceed
_____________Shares.  Shares  delivered  under  the Plan may be  authorized  and
unissued  Shares or Shares  reacquired by the Company,  or both. The Shares that
are  forfeited  under the terms of the Plan and Shares  that are the  subject of
Options that expire unexercised or which are otherwise surrendered by the holder
of such Option (the AOptionee@)  without  receiving any payment or other benefit
with respect thereto may again be subject to new Awards under the Plan.


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     3. Administration of the Plan. The Plan shall be administered by members of
the  compensation  committee  of the  Board of  Directors  of the  Company  (the
ABoard@),  consisting  of not  fewer  than  two  directors  of the  Company,  as
designated by the Board (the ACommittee@).

     The  Committee is  authorized,  subject to the  provisions  of the Plan, to
establish such rules and regulations as it may deem  appropriate for the conduct
of meetings and proper  administration of the Plan. All actions of the Committee
shall be taken by majority vote of its members,  except that the members thereof
may  authorize  any one or more of their number or any officer of the Company to
execute  and  deliver  documents  on behalf  of the  Committee.  Subject  to the
provisions  of the  Plan,  the  Committee  shall  have  authority,  in its  sole
discretion,  to grant Awards under the Plan, to interpret the  provisions of the
Plan and, subject to the requirements of applicable law, including Rule 16b-3 of
the  Exchange  Act,  to  prescribe,  amend,  and rescind  rules and  regulations
relating  to the  Plan or any  Award  thereunder  as it may  deem  necessary  or
advisable. All decisions made by the Committee pursuant to the provisions of the
Plan shall be final,  conclusive  and binding on all  persons.  No member of the
Committee  shall be liable for anything  done or omitted to be done by him or by
any other member of the  Committee in connection  with the Plan,  except for his
own willful misconduct or as expressly provided by statute.

     It may be intended that Options issued to Israeli  employees of the Company
or any of its  Subsidiaries  shall  contain  such terms as will qualify them for
special tax treatment  under section 102 of the Israeli Tax Ordinance  ("Section
102").  Accordingly,  all 102 Options  and/or Shares issued upon the exercise of
102 Options shall be issued to a trustee nominated by the Committee and approved
in accordance with the provisions of Section 102 (the  "Trustee"),  and shall be
held in trust for the benefit of such  Optionees  for the period  prescribed  in
Section 102. Notwithstanding any provision of the Plan or the trust described in
the preceding  sentence,  the Trustee shall not release any 102 Option which has
not been  exercised into Shares by an Optionee or release any Shares issued upon
the  exercise of a 102 Option prior to the full  payment of the  Optionee's  tax
liabilities  arising  from such 102 Option.  Upon  receipt of the grant of a 102
Option,  the Optionee may be required to execute a release relieving the Trustee
from any  liability in respect of any action or decision duly taken and executed
in respect of such 102 Option or Shares issued pursuant thereto.

     4.  Eligibility.  Awards shall be made to such  employees or consultants of
the Company or any of its  Subsidiaries  as the Committee shall select from time
to time; provided, however, that Incentive Stock Options shall not be granted to
any person who is not an employee of the Company or its  Subsidiaries  or to any
owner of 10% or more of the total combined  voting power of all classes of stock
of the Company and its  Subsidiaries,  as determined under Section  422(b)(6) of
the  Code  (a  A10%  owner@),   except  as  specifically  provided  herein.  The
Committee's  designation  of an  Optionee  in any year  shall  not  require  the
Committee  to  designate  such  person to receive  Awards or grants in any other
year.


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     5. Stock Option Agreements.  All Options granted pursuant to the Plan shall
be evidenced in writing by stock option agreements  ("Stock Option  Agreements")
in such form and  containing  such terms and  conditions as the Committee  shall
determine which are not inconsistent with the provisions of the Plan,  including
the following:

     (a) Type of Option; Number of Shares. Each Option shall be designated as an
Incentive Stock Option, a Non-qualified Option, 102 Option or a 3.9 Option. Each
Stock  Option  Agreement  shall  state  the  total  number of Shares to which it
pertains;  provided,  however,  that the aggregate Fair Market Value (as defined
below) of Shares subject to an Incentive Stock Option granted to any employee in
any  calendar  year under this Plan and all other  plans of the  Company and its
Subsidiaries shall not exceed $100,000, as determined in accordance with Section
422 of the Code.

     (b) Option  Price.  The Option price per Share shall be  determined  by the
Committee  at the time any  Option is  granted  and  stated in the Stock  Option
Agreement,  but shall not be less  than  100% of the Fair  Market  Value of such
Share on the date of the Award; provided,  however, that in the case of an Award
of Incentive Stock Option made to a 10% owner,  the Option price per Share shall
be not less than 110% of the Fair Market  Value of such Share on the date of the
Award.  For all purposes  under the Plan,  Fair Market Value shall mean,  if the
Shares are listed or admitted to trading on a securities exchange, the per Share
closing  price of the Shares for the day  immediately  preceding  the date as of
which Fair Market Value is being determined (or if there was no reported closing
price on such date,  on the last  preceding  date on which the closing price was
reported) reported on the principal  securities exchange on which the Shares are
listed or admitted to trading and reflected in the  consolidated  trading tables
of The Wall Street Journal.

     (c) Option  Period.  The  period  for which the Option is granted  shall be
determined by the Committee,  and the Stock Option  Agreement shall provide that
the Option shall expire at the end of such period:  provided,  however,  that no
Option shall be  exercisable  after the expiration of ten years from the date of
its Award; and, provided further that an Option shall not be exercisable  unless
counsel  for the Company  shall be  satisfied  that the  issuance of Shares upon
exercise will be in compliance with the Exchange Act and other  applicable laws.
No Option may be exercised after the expiration of its term. Notwithstanding the
foregoing,  in the case of an Award of  Incentive  Stock  Options  made to a 10%
owner,  such Option shall not be exercisable  after the expiration of five years
from its date of Award.


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     (d) Exercise  Period.  The Exercise  Period for which the Option is granted
shall be determined by the Committee.

     Except as  otherwise  provided  upon a Change of Control of the  Company in
Section 11 hereof,  Options that are subject to vesting shall cease to vest upon
the Optionee's  termination  and/or  resignation of employment as an employee or
consultant for any reason; provided,  however, that in the year that an Optionee
terminates and/or resigns  employment as an employee or consultant on account of
his or her death or  disability,  the Optionee  shall  receive a fraction of the
incremental percentage increase in vesting that the Optionee would have received
had he or she  remained  employed  until  the  next  vesting  date  equal to the
proportional  time of service to the Company or any Subsidiary in such year. For
the purpose of this section, the Optionee's  termination and/or resignation date
shall be his last date of employment.

     (e) Time and Manner of Payment.  Each Stock Option  Agreement shall provide
that  Options  granted  under the Plan shall be exercised by the Optionee (or by
his executors,  administrators,  guardian or legal  representative) as to all or
part of the Shares covered thereby,  by the giving of written notice of exercise
to the Company, specifying the number of Shares to be purchased. Full payment of
such  purchase  price shall be made  within five  business  days  following  the
receipt of such notice by the Company and shall be made in cash or by  certified
check  or bank  check;  provided,  however,  that the  Optionee  may  order  the
deduction  of full  payment out of the  proceeds of the  immediate  sales of the
Shares.  Such notice of exercise  and full  payment,  shall be  delivered to the
Company at its principal  business  office or such other office as the Committee
may from time to time direct, and shall be in such form, containing such further
provisions consistent with the provisions of the Plan, as the Committee may from
time to  time  prescribe.  In no  event  may any  Option  granted  hereunder  be
exercised  for a fraction of a Share.  The Company  shall effect the transfer of
Shares  purchased  pursuant to an Option as soon as  practicable,  and, within a
reasonable time thereafter, such transfer shall be evidenced on the books of the
Company. No person exercising an Option shall have any of the rights of a holder
of Shares  subject to an Option  until  certificates  for such Shares shall have
been issued  following the exercise of such Option.  No adjustment shall be made
for cash  dividends  or other  rights for which the record  date is prior to the
date of such issuance.

     (f) Other Provisions.  A Stock Option Agreement may contain any other terms
and conditions that the Committee,  in its sole discretion,  deems  appropriate;
provided, however, that no such term or condition shall be inconsistent with the
terms of the Plan or, in the case of an Incentive  Stock Option,  Section 422 of
the Code.  Each Stock Option  Agreement may condition the exercise of any Option
upon the  attainment  of  specified  productivity  goals by a  Company  group or
division or an individual Optionee.

     6.  Non-Transferability  of  Options.  No  Option  shall be  assignable  or
transferable  by the  Optionee,  other than by will or the laws of  descent  and
distribution,  and may be exercised  during the lifetime of the Optionee only by
the Optionee or his guardian or legal representative; provided,


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however, that during the Optionee's lifetime, the Optionee may, with the consent
of the  Committee,  transfer  without  consideration  all or any  portion of his
Options to (i) one or more members of the Optionee's  immediate  family,  (ii) a
trust  established  for the  exclusive  benefit  of one or more  members  of the
Optionee's  immediate  family, or (iii) a limited liability company in which all
members are members of the  Optionee's  immediate  family.  For purposes of this
Section  6,   Aimmediate   family@  means  the  Optionee's   spouse,   children,
stepchildren,   grandchildren,  parents,  stepparents,   grandparents,  siblings
(including half-brothers and half-sisters),  in-laws, and all such relationships
arising because of legal adoption;  provided,  however,  that any such immediate
family,  and any such trust,  partnership and limited liability  company,  shall
agree to be and shall be bound by the terms and  provisions  of the Plan and any
applicable Stock Option  Agreement or other  agreements  covering the Options of
the Shares.

     7. Termination of Employment or Services as a Consultant.

     (a)  Except  as  otherwise  provided  by the  Committee  in a Stock  Option
Agreement, in the event of the termination of and/or resignation from employment
or consulting  services of an Optionee with the Company and its Subsidiaries for
any reason (other than termination for cause,  retirement,  death, disability or
Change of Control of the Company as provided below), Options granted to him that
have  not  previously  expired  or  been  exercised  shall  be,  to  the  extent
exercisable on the date of such termination and/or resignation (the "Termination
Date"),  exercisable by the Optionee within 30 days after such Termination Date,
unless  such  Option is earlier  terminated  pursuant  to its  terms;  provided,
however,  that if a Termination Date falls within a restricted period (such as a
"Quiet  Period," as may be determined by the  Committee,  or within a restricted
period due to tax regulations), then the Termination Date shall be determined to
be the first following date after the end of such restricted period. All Options
that are not exercisable as of the  Termination  Date or which are not exercised
within 30 days  thereafter,  shall be deemed  canceled and terminated as of such
date. For the purpose of this section, the Optionee's  Termination Date shall be
the date of the Optionee's  "Letter of  Termination"  or "Letter of Resignation"
(as the case may be); provided, however, that the CEO and COO of the Company are
hereby authorized to determine the Termination Date as any other date .

     (b) In the event  that an  Optionee's  employment  or  consulting  services
agreement is terminated by the Company or any of its  Subsidiaries  for Acause,@
all Options exercisable as of the date of such termination shall be canceled and
terminated as of such date. For these  purposes,  termination  for "cause" shall
mean the following:  the Optionee's violation of copyright/trademark  protection
maintained by the Company, a Subsidiary or Affiliate; the Optionee's engaging or
assisting in any business in  competition  with the Company,  a Subsidiary as an
employee, owner, partner, director,  officer,  stockholder,  consultant or agent
(ownership of minority  interests in  publicly-traded  corporations  or of 5% or
less of the equity of  privately-held  corporations,  partnerships  or companies
shall not be considered  competition for purposes of this Plan);  the Optionee's
dishonesty,  or acting in any manner inconsistent with the utmost good faith and
loyalty in the performance of the Optionee's duties;  failure of the Optionee to
perform  his  duties  to  the  reasonable  satisfaction  of the  Company  or its
Subsidiaries.


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     8.  Retirement.  Except as otherwise  provided by the  Committee in a Stock
Option Agreement, in the event that an Optionee retires from employment with the
Company and its  Subsidiaries,  Options  granted to him that have not previously
expired  or been  exercised  shall,  to the  extent  exercisable  on the date of
retirement,  continue to be exercisable  by the Optionee in accordance  with the
Stock Option Agreement under which such Options were granted.  Whether or not an
Optionee  has  Aretired@  shall  be  determined  by the  Committee  in its  sole
discretion.

     9. Death.  In the event an  Optionee  dies while  employed by or  providing
consulting  services  to the  Company  or any of its  Subsidiaries,  any  Option
granted to him that has not previously  expired or been exercised  shall, to the
extent  exercisable  on the date of death,  be exercisable by the estate of such
Optionee or by any person who acquired such Option by bequest or inheritance, at
any time  within one year after the date of death of the  Optionee,  unless such
Option is earlier  terminated  pursuant to its terms.  All Options  that are not
exercisable  as of the date of the  Optionee's  death or which are not exercised
within one years  thereafter  shall be deemed canceled and terminated as of such
applicable date.

     10.  Disability.  In the event of the  termination  and/or  resignation  of
employment or consulting  services of an Optionee due to total  disability,  the
Optionee  or his  guardian  or legal  representative,  shall  have the  right to
exercise any Option which has not been previously exercised or expired and which
the Optionee was eligible to exercise as of the first date of total  disability,
at any time  within  one year  after  such  termination  and/or  resignation  or
separation,  unless such Option is earlier terminated pursuant to its terms. All
Options that are not  exercisable as of the date of the  Optionee's  termination
and/or  resignation or which are not exercised  within one year thereafter shall
be deemed  canceled and terminated as of such  applicable  date. The term "total
disability"  shall,  for purposes of this Plan, be defined in the same manner as
such term is defined in Section  22(e)(3) of the Code and shall be determined by
the Committee in its sole discretion.

     11. Change of Control.  Except as otherwise  provided by the Committee in a
Stock Option Agreement, upon a Change of Control of the Company, Options granted
to any Optionee that have not previously  expired or been exercised shall become
null and void. A Change of Control shall be deemed to have occurred when:

     (a) any person (as such term is used in Section 13 of the  Exchange Act and
the rules and regulations  thereunder and any person acting in concert with such
person)  directly or indirectly  acquires or otherwise  becomes entitled to vote
more than 80% of the voting power entitled to be cast at elections for directors
of the Company; or

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     (b) there occurs any merger or consolidation  of the Company,  or any sale,
lease or exchange of all or any substantial part of the  consolidated  assets of
the Company and its  Subsidiaries to any other person,  and (i) in the case of a
merger  or  consolidation,  the  holders  of  outstanding  stock of the  Company
entitled to vote in elections of  directors  of the Company  immediately  before
such  merger or  consolidation  (excluding  for this  purpose  any  person  that
directly  or  indirectly  owns or is  entitled to vote 20% or more of the voting
power of the Company)  hold less than 80% of the voting power of the survivor of
such  merger or  consolidation  or its  parent,  or (ii) in the case of any such
sale,  lease or  exchange,  the Company  does not own at least 80% of the voting
power of the other person, or

     (c) one or more new  directors  of the Company are elected and at such time
five or more directors  (or, if less, a majority of the directors)  then holding
office were not nominated as candidates by a majority of the directors in office
immediately before such election.

     12.  Adjustments.  In the event that the Committee shall determine that any
dividend  or other  distribution  (whether  in the form of cash,  Shares,  other
securities,  or other property),  recapitalization,  stock split,  reverse stock
split, reorganization,  merger, consolidation,  split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities,  the issuance of warrants
or other  rights  to  purchase  Shares  or other  securities,  or other  similar
corporate  transaction or event affects the Shares with respect to which Options
have been or may be issued under the Plan, such that an adjustment is determined
by the Committee to be appropriate  in order to prevent  dilution or enlargement
of the benefits or potential  benefits  intended to be made available  under the
Plan,  then the  Committee  shall,  in such  manner  as the  Committee  may deem
equitable,  adjust  any or all of  (i)  the  number  and  type  of  Shares  that
thereafter  may be made the  subject  of  Options,  (ii) the  number and type of
Shares  subject to  outstanding  Options,  and (iii) the grant or exercise price
with respect to any Option, or, if deemed appropriate, make provision for a cash
payment to the holder of any outstanding  Option;  provided,  however,  that the
number of Shares  subject to any Option  denominated in Shares shall always be a
whole number.

     13. Tax Withholding. The Optionee shall be fully and solely responsible for
any Local,  State,  Federal and/or any other tax resulting from the grant of the
Options  and/or from exercise of such options.  The Company shall have the right
to withhold from such Optionee such withholding taxes as may be required by law,
or to  otherwise  require the  Optionee to pay such  withholding  taxes.  If the
Optionee  shall fail to make such tax payments as are  required,  the Company or
its Subsidiaries shall, to the extent permitted by law, have the right to deduct
any such taxes  from any  payment  of any kind,  including  a payment of Shares,
otherwise  due to such Optionee or to take such other action as may be necessary
to satisfy such withholding obligations.

     14.  Right of Discharge  Reserved.  Nothing in the Plan nor the grant of an
Award hereunder shall confer upon any employee or other  individual the right to
continue  in the  employment  of or to  continue  under  a  consulting  services
agreement with the Company or any of its  Subsidiaries  or affect any right that
the Company or any  Subsidiary or Affiliate may have to terminate the employment
of


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(or to  demote  or to  exclude  from  future  Options  under  the Plan) any such
employee  or  consultant  at any time for any  reason.  Except  as  specifically
provided  by the  Committee,  the  Company  shall not be liable  for the loss of
existing or potential  profit from an Award granted in the event of  termination
of employment or any consulting services agreement even if the termination is in
violation of an  obligation  of the Company or any  Subsidiary of the Company to
the employee.

     15.  Severability.  If any  provision of the Plan shall be held unlawful or
otherwise  invalid  or  unenforceable  in whole or in part,  such  unlawfulness,
invalidity or unenforceability  shall not affect any other provision of the Plan
or part thereof, each of which remain in full force and effect. If the making of
any payment or the provision of any other benefit  required under the Plan shall
be held  unlawful or  otherwise  invalid or  unenforceable,  such  unlawfulness,
invalidity  or  unenforceability  shall not prevent any other payment or benefit
from being made or provided  under the Plan,  to the extent that it would not be
unlawful,  invalid or  unenforceable,  and the maximum  payment or benefit  that
would not be unlawful,  invalid or unenforceable shall be made or provided under
the Plan.

     16.  Amendment  and  Termination  of the Plan.  The Board may, from time to
time, alter,  amend,  suspend or terminate the Plan with respect to Options that
have not been  granted,  subject to any  requirement  for  stockholder  approval
imposed by applicable law or any rule of any stock exchange or quotation  system
on which Shares are listed or quoted; provided,  however, that the Board may not
amend  the Plan in any  manner  that  would  result  in  noncompliance  with any
applicable law.  Neither the Board nor the Committee may, without the consent of
the Optionee,  alter or in any way impair the rights of such Optionee  under any
Award  previously  granted.  Neither the  termination of the Plan nor, except as
provided in Section 11, the Change of Control of the  Company  shall  affect any
Option previously granted.

     Without  amending the Plan,  the  Committee  may grant  Options to eligible
individuals  who are foreign  nationals on such terms and  conditions  different
from those  specified  in this Plan as may in the  judgment of the  Committee be
necessary or desirable to foster and promote  achievement of the purposes of the
Plan,  and,  in  furtherance  of such  purposes,  the  Committee  may make  such
modifications,  amendment,  procedures  and  the  like  to  the  Plan  as may be
necessary or advisable to comply with the provisions of laws in other  countries
in which the Company operates or has employees.

     If the  approval  of the Plan by the  stockholders  of the  Company  is not
obtained within 12 months of the Effective Date, the Plan shall be null and void
and each Award of an Option hereunder shall be null and void.

     17. Gender and Number. Any masculine terminology used in this Plan document
shall also include the  feminine,  and the  definition of any term herein in the
singular  shall also include the plural except when  otherwise  indicated by the
context.


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     18. Governing Law. The Plan and all  determinations  made and actions taken
thereunder,  to the extent not otherwise governed by the Code or the laws of the
United  States,  shall be  governed  by the  laws of the  State  of  Israel  and
construed accordingly.







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