EXHIBIT B

                          GILAT SATELLITE NETWORKS LTD.
                             2003 STOCK OPTION PLAN
                    (INCENTIVE AND RESTRICTED STOCK OPTIONS)

 1. PURPOSE. The Gilat Satellite Networks Ltd. 2003 Stock Option Plan (the
"Plan") is intended to provide a method whereby employees (including officers
and directors) of Gilat Satellite Networks Ltd. (the "Company") and its
subsidiaries who are making and are expected to continue making substantial
contributions to the successful management and growth of the Company and its
subsidiaries may be offered an opportunity to acquire Ordinary Shares, par value
NIS 0.20 per share (the "Ordinary Shares"), of the Company, in order to increase
their proprietary interests in the Company and their incentive to remain in and
advance in the employ of the Company and its subsidiaries and to attract and
retain personnel of experience and ability by granting such persons an
opportunity to acquire a proprietary interest in the Company. Accordingly, the
Company may, from time to time, grant to such employees as may be selected in
the manner hereinafter provided, incentive stock options, as defined in Section
422 of the Internal Revenue Code of 1986 as amended (the "Code") ("Incentive
Stock Options"), and restricted stock options ("Restricted Stock Options") to
purchase Ordinary Shares of the Company on the terms and conditions hereinafter
established. The Incentive Stock Options and Restricted Stock Options sometimes
are referred to herein individually as an "Option" and collectively as the
"Options".

 2. ADMINISTRATION. The Plan shall be administered by a Stock Option Committee
(the "Committee") appointed by the Board of Directors of the Company. The
Committee shall consist of no fewer than three (3) members who may also be
members of the Board of Directors of the Company and participate in the Plan. If
and when the Company becomes subject to Rule 16b-3 ("Rule 16-b(3)") of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Committee
shall consist of not fewer than three (3) members, each of whom shall be a
"non-employee director", within the meaning of Rule 16b-3 under the Exchange
Act. Subject to the terms and conditions of the Plan and relevant commitments of
the Company, the Committee shall have full authority in its discretion, from
time to time, and at any time, to select the employees to whom Options shall be
granted, to determine the number of shares to be covered by each Option, the
time at which the Option shall be granted, the terms and conditions of Option
Agreements (as hereinafter defined), and, except as hereinafter provided, the
option exercise price and the term during which the Options may be exercised.



     The Board of Directors may at any time appoint or remove members of the
Committee and may fill vacancies, however caused, in the Committee. The
Committee shall select one of its members as its Chairman, and shall hold its
meetings at such time and place as it shall deem advisable. A majority of its
members shall constitute a quorum. All actions of the Committee shall be taken
by a majority of its members and can be taken by unanimous written consent in
lieu of a meeting. The Committee shall make such rules and regulations for the
conduct of its business as it shall deem advisable.

3. INTERPRETATION AND AMENDMENT. The interpretation, construction or
determination of any provisions of the Plan by the Committee shall be final and
conclusive. No member of the Board of Directors or the Committee shall be liable
for any action or determination made in good faith with respect to the Plan.

     The Board of Directors may, at any time, amend, alter, suspend or terminate
the Plan; provided, however, that any such action shall not impair any Options
theretofore granted under the Plan, and provided further that without the
approval of the holders of at least the majority of the voting stock of the
Company voting at a duly held meeting: (i) the total number of Ordinary Shares
that may be purchased under the Plan shall not be increased (except as permitted
by Paragraph 11); (ii) the minimum option exercise price shall not be decreased
(except as permitted by Paragraph 11); (iii) the option period during which
outstanding Options granted under the Plan may be exercised shall not be
extended; and (iv) the class of individuals eligible to receive options under
the Plan shall not be altered.

4. PARTICIPANTS. Options may be granted under the Plan to key employees of the
Company and its subsidiaries (including employees who are also directors or
officers of the Company or its subsidiaries). Solely for the purposes of
granting Restricted Stock Options under the Plan, the term "employees" shall
also include directors and officers of and consultants to the Company or any
subsidiary; provided, however, that consultants shall be eligible to receive
Restricted Stock Options only if they (i) are natural persons, (ii) provide bona
fide services to the Company or such subsidiary and (iii) their services are not
in connection with the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or maintain a market for
the Company's securities. The status of the option as either Incentive Stock
Options or Restricted Stock Options will be clearly set forth in the Option
Agreements. The term "subsidiary" shall mean "subsidiary corporation" as defined
in Section 424 of the Code. No Incentive Stock Option shall be granted to an
employee who, at the time the Incentive Stock Option is granted, owns stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of capital stock of the Company or any subsidiary of the Company;
provided, however, that an Incentive Stock Option may be granted to such an
employee if, at the time such Incentive Stock Option is granted, the option
exercise price is at least 110 percent (110%) of the fair market value of the
Ordinary Shares subject to the Incentive Stock Option, and such Incentive Stock
Option is by its terms not exercisable after the expiration of five (5) years
from the date such Incentive Stock Option is granted.

     Subject to the preceding paragraph, receipt of stock options under any
other stock option plan maintained by the Company or any subsidiary shall not,
for that reason, preclude an employee from receiving Options under the Plan.

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5. ORDINARY SHARES. The Ordinary Shares which may be issued and sold pursuant to
Options granted under the Plan from time to time shall not exceed in the
aggregate 1,500,000 Ordinary Shares of the Company to be issued and sold
pursuant to Incentive Stock Options and Restricted Stock Options, as the
Committee, in its sole discretion, may determine. The Ordinary Shares issued and
sold under the Plan may be the Company's authorized but unissued shares or
shares held by a trustee for later issuance as optioned shares as a result of
the grant and exercise of an option. Shares issued to the trustee under the Plan
may not be voted by the Board of Directors until such shares are optioned shares
as a result of the exercise of an option and such shares shall not be entitled
to dividend or distribution in liquidation unless and until an option therefor
is granted and exercised.

     Should any Option expire or terminate for any reason without having been
exercised in full, the unsold shares covered thereby shall be added to the
shares otherwise available for option hereunder.

6. TERMS AND CONDITIONS OF OPTIONS. Options granted pursuant to the Plan shall
be in such form and on such terms as the Committee shall, from time to time,
approve, but subject, nevertheless, to the following terms and conditions:

         (a) The Option shall state (i) the total number of Ordinary Shares to
which it relates and no fractional Ordinary Shares shall be issued, and (ii) the
time or times at which it may be exercised in whole or in part.

         (b) The option exercise price per Ordinary Share issuable upon the
exercise of an Incentive or Restrictive Stock Option shall be the higher of (i)
the fair market value of the Ordinary Shares covered by such option at the date
such option is granted, or (ii) $5.00 per share.

         (c) Notwithstanding any other provision of the Plan, the term of an
Incentive Stock Option and the term of a Restricted Stock Option shall be for a
period of not more than ten (10) years from the date such option is granted.

         (c) An Option must be granted within ten (10) years of the date the
Plan is adopted by the Board of Directors in accordance with Sections 17 and 21.

         (e) The aggregate fair market value (determined as of the date the
Incentive Stock Option is granted) of the Ordinary Shares with respect to which
Incentive Stock Options granted under this Plan and all other plans of the
Company become exercisable for the first time by each employee during any
calendar year shall not exceed $100,000. No Incentive Stock Option shall be
granted hereunder in such a manner as would cause the foregoing restrictions to
be violated.

         (f) The Company may include in any Option granted under the Plan
provisions requiring forfeiture of such Option or rights and benefits received
in connection therewith, in the event that an Optionee competes with the
Company, solicits its employees , customers or suppliers to discontinue their
business relationships with the Company or materially breaches an agreement with
the Company or any of its affiliates concerning confidentiality, noncompetition
or nonsolicitation.

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7. RESTRICTIONS ON DISPOSITION AND VESTING OF INTEREST IN EMPLOYEE. Ordinary
Shares acquired by an employee pursuant to the exercise of a Restricted Stock
Option under the Plan shall not, during the restricted period, be sold,
transferred, or otherwise disposed of and shall not be pledged or otherwise
hypothecated, except as provided in Section 12 and in this Section 7. (Any such
sale, transfer or other disposition, or any pledge or other hypothecation shall
hereinafter be referred to as a "disposition"). The Committee shall provide for
the grant of options for which the right to exercise shall vest over time or
immediately, and in either case the Committee may provide that upon exercise
there shall be issued restricted shares subject to this Section to a trustee
(the "Trustee") for the benefit of the employee until such time as the employee
acquires a vested interest in such shares in accordance with the provisions of
this Section 7. In the event of the termination of employment under conditions
disallowing the vesting of rights in the employee partially or wholly, shares
issued and subject to restrictions hereunder shall, except as provided below, be
held by the Trustee free of any rights of the employee and the Trustee shall
make payment to the employee of the original exercise price of the Restricted
Stock Option the exercise of which resulted in the subject shares. Shares as to
which the restrictions against disposition have lapsed and the employee's
interest has vested in accordance with the provisions set forth below shall be
referred to as "free shares". Shares as to which the restrictions against
disposition have not lapsed and the employee's interest has not vested as
provided below shall be referred to as "restricted shares". Holders of
restricted shares may but need not be permitted by the terms of the Option
Agreement to vote their shares in any meeting of holders of Ordinary Shares.

         (a) The time when the Option shall become exercisable or the time when
restrictions against disposition of shares acquired pursuant to the Plan shall
lapse and the employee's interest therein shall vest shall be as the Board of
Directors or Committee shall determine, and such terms shall be incorporated
into and be made a part of the Option Agreement between the Company and the
employee. Any provision for the lapse of the restrictions against disposition
and the vesting of the employee's interest shall apply with respect to shares
subject to an Option whether or not the Option has been exercised in whole or
part on the date of lapse or vesting.

         (b) In the event of the termination of employment for any reason,
shares issued to the employee pursuant to the exercise of a Restricted Stock
Option under the Plan, which shares have not as of the date of termination of
employment, become free shares as defined above, shall not be subject to any
further right or interest of the employee. Within sixty (60) days following the
lapse of the employee's right to acquire a vested interest, the Company shall
instruct the Trustee to compensate the employee (at the original acquisition
price) for such number of shares as the Company determines and shall instruct
the Trustee to release to the employee any shares for which no such payment has
been directed. Nothing in this Paragraph 7 shall require the Company or the
Trustee to make payment for shares issued to employees under the Plan.

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         (c) Notwithstanding any of the foregoing restrictions, but subject to
any limitations or prohibitions that may be imposed by applicable law, any
restricted shares acquired under the Plan may at any time be pledged or
otherwise hypothecated to secure borrowing by the employee to obtain the
acquisition price to be paid by the employee for such shares, provided, however,
that the amount of such borrowing may not exceed the acquisition price of such
shares.

         (d) The provisions of this Paragraph 7 and the provisions of any Option
Agreement between the Company and an employee relating to the restrictions
against disposition and the vesting of the employee's interest shall be applied
according to their terms or according to such other terms and conditions, or at
such other time and dates, as the Board of Directors or the Committee may from
time to time establish.

8. NOTICE OF ELECTION UNDER SECTION 83(B). With respect to the exercise of
Restricted Stock Options, each employee making an election under Section 83(b)
of the Code and the Regulations and Rulings promulgated thereunder will provide
a copy thereof to the Company within thirty (30) days of the filing of such
election with the Internal Revenue Service.

9. TERMINATION OF EMPLOYMENT. The Option Agreement may provide that if the
holder of an Option ceases to be employed by the Company or any subsidiary as a
result of his disability or his retirement with the consent of the Company, then
any Options that are exercisable by him at the time he ceases to be employed by
the Company or its subsidiaries, and only to the extent such Options are
exercisable as of such time, may be exercised by him within two (2) years after
the date of termination of employment for disability in the case of a Restricted
Stock Option and one (1) year after the date of termination of employment for
disability in the case of an Incentive Stock Option, or one (1) year after the
date of retirement in the case of a Restricted Stock Option and three (3) months
after the date of retirement in the case of an Incentive Stock Option, with the
consent of the Company (as determined by the Committee), respectively. If the
holder of an Option ceases to be employed by the Company or any subsidiary as a
result of his dismissal without cause, then any Options that are exercisable by
him at the time he ceases to be employed by the Company or its subsidiaries, and
only to the extent such Options are exercisable as of such time, may be
exercised by him within ninety (90) days after the date he ceases to be employed
by the Company or its subsidiaries. If the holder of an Option ceases to be
employed by the Company or any subsidiary as a result of his dismissal for cause
(as determined by the Board of Directors in its sole discretion), the Option
Agreement may provide for the termination of any options granted to such
employee or allow him to exercise any Options that are exercisable by him at the
time he ceases to be employed by the Company or its subsidiaries, and only to
the extent such Options are exercisable as of such time, within thirty (30) days
after the date he ceases to be employed by the Company or its subsidiaries. If
the Optionee shall cease to be employed by the Company or any subsidiary for any
reason other than disability (as determined by the Stock Option Committee in its
sole discretion), retirement with the consent of the Company, dismissal by the
Company, or death, then the Option, to the extent that its is exercisable by him
at the time he ceases to be employed by the Company or any subsidiary, and only
to the extent that the Option is exercisable as of such time, may be exercised
by him within ninety (90) days after such time.

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     Solely for purposes of the Plan, the transfer of an employee from the
employ of the Company to a subsidiary of the Company, or vice-versa, shall not
be deemed a termination of employment.

10. DEATH. The Option Agreement may provide that if a holder of an Option shall
die while in the employ of the Company or any subsidiary of the Company, his
estate, personal representative or beneficiary shall have the right to exercise
the entire Option granted to the option holder pursuant to the Plan at any time
within two (2) years from the date of his death (or within such shorter period
as may be specified by the Company in the Option Agreement), in respect of the
total number of shares as to which he would have been entitled to exercise an
Option at the date of his death.

11. STOCK SPLITS, MERGERS, ETC. In case of any Change in Capitalization (as
defined below), appropriate adjustment shall be made by the Board of Directors,
whose determination shall be final, to the number of shares which may be
purchased under the Plan, and the number of shares and option exercise price per
share which may be purchased under outstanding Options. The Company may provide
for immediate maturity of all outstanding Options prior to the effectiveness of
such merger, sale of assets or similar transaction, with all Options not being
exercised within the time period specified by the Board of Directors being
terminated. Solely for purposes of the Plan, Change in Capitalization shall mean
any increase, reduction or change or exchange of shares for a different number
or kind of shares or other securities by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, issuance of warrants or
rights, dividend or other distribution (whether in the form of cash, stock or
other property), stock split or reverse stock split, spin-off, combination or
exchange of shares, repurchase of shares, change in corporate structure or
otherwise.

12. TRANSFERABILITY. Options are not assignable or transferable, except by will
or the laws of descent and distribution to the extent set forth in Paragraph 10
and, during an option holder's lifetime, may be exercised only by him.

13. EXERCISE OF OPTIONS. An option holder electing to exercise an Option shall
give written notice to the Company of such election and of the number of
Ordinary Shares that he has elected to acquire. An option holder of a Restricted
Stock Option shall have no rights of a stockholder with respect to Ordinary
Shares covered by this Option until after the date of issuance of a stock
certificate to him upon partial or complete exercise of his Option except in the
case restricted option shares are delivered to a Trustee whereby a proxy is
delivered to the former option holder. A holder of Incentive Stock Options shall
have rights of a stockholder with respect to Ordinary Shares upon exercise of
the Option.

14. WRITTEN OPTION AGREEMENT. Agreements granting Options under the Plan
("Option Agreements") shall be in writing, duly executed and delivered by or on
behalf of the Company and the option holder, shall contain such terms and
conditions as the Committee deems advisable, and shall specify its application
to a Restricted Stock Option or Incentive Stock Option. If there is any conflict
between the terms and conditions of any Option Agreement and of the Plan, the
terms and conditions of the Plan shall control.

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15. PAYMENT. The option exercise price shall be payable upon the exercise of the
Option in cash or by certified check or, at the discretion of the Board of
Directors and subject to any limitations or prohibitions imposed by applicable
law, by paying in cash, at the minimum, the par value of the Ordinary Shares
being acquired and executing a recourse promissory note for the balance of the
option exercise price, provided that said note shall bear interest in the case
of Incentive Stock Options, at a rate which is no less than the lowest
applicable U.S. federal rate required to be charged to preclude the
recharacterization of any amount of stated principal as interest for U.S.
federal tax purposes. In the case of Restricted Stock Options, the interest rate
will be determined by the Committee.

16. RESTRICTIONS ON ISSUING SHARES. The exercise of each option shall be subject
to the condition that if at any time the Company shall determine in its
discretion that the satisfaction of withholding tax or other withholding
liabilities, or that the listing, registration, or qualification of any shares
otherwise deliverable upon such exercise upon any securities exchange or under
any state or federal law, or that the consent or approval of any regulatory
body, is necessary or desirable as a condition of, or in connection with, such
exercise or the delivery or purchase of shares pursuant thereto, then in any
such event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.

17. TERM OF PLAN. The Plan shall terminate ten (10) years after the Plan is
adopted by the Board of Directors, and no Option shall be granted pursuant to
the Plan after that date.

18. APPLICATION OF FUNDS. The proceeds received by the Company from the sale of
Ordinary Shares pursuant to the exercise of Options granted under the Plan will
be used for general corporate purposes.

19. OBLIGATION TO EXERCISE OPTION. The granting of an Option shall impose no
obligation on the option holder to exercise such option.

20. CONTINUANCE OF EMPLOYMENT. Neither the Plan nor any Option Agreement shall
impose any obligation on the Company or on any subsidiary of the Company to
continue the employment of any option holder, and nothing in the Plan or in any
Option Agreement shall confer upon any option holder any right to continue in
the employ of the Company or the subsidiary of the Company or conflict with the
right of either to terminate such employment at any time.

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21. EFFECTIVENESS OF THE PLAN. The Plan shall become effective on the date of
its adoption by the Board of Directors, but subject, nevertheless, to (1)
approval, within twelve (12) months thereof, by the stockholders representing at
least a majority of the voting stock of the Company or by such greater
percentage as may from time to time be required under the laws of the State of
Israel, and (2) such approvals as may be required by any other public
authorities. Options under this Plan may be granted but not exercised until it
is approved by the Company's shareholders. In the event the Plan is not
approved, the Plan shall terminate and all Options granted shall be void and
have no force or effect.

22. EMPLOYEES RESIDING IN ISRAEL. All of the terms applying to Options granted
to employees of the Company and its subsidiaries residing in Israel shall be as
set forth in the attached EXHIBIT A and as such, the terms set forth therein
shall override any terms set forth herein in so much as they apply to employees
residing in Israel.

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