EXHIBIT 99.2

              Appendix to VocalTec Communications Ltd. Amended 2003
                  Master Stock Option Plan - U.S.A. employees

     1.   DEFINITIONS

     Unless otherwise defined herein, capitalized terms used in this USA Annex
to the VocalTec Communications Ltd. Amended 2003 Master Stock Option Plan (the
"PLAN") shall have the meaning ascribed to them under the Plan.

     2.   GENERAL

     2.1 This Annex shall be deemed for all intents and purposes as an integral
part of the Plan and shall apply only to participants who are residents of the
United States or those who are deemed to be residents of the United States for
tax purposes ("US GRANTEES"). This Annex amends the Plan so that the Plan
complies with certain requirements under applicable USA law in general, and in
particular with the provisions of Sections 421 through 424 of the Code (as
defined hereunder). In any case of contradiction, whether explicit or implied,
between the provisions of this Annex and the Plan, the provisions set out in
this Annex shall prevail; provided that certain terms in the Plan that relate to
Israeli persons (including but not limited to all references to Section 102 of
the Israeli Income Tax Ordinance (New Version) 1961) shall not be incorporated
by reference into this Annex and shall not apply to Grantees under this Annex.
For the avoidance of doubt, this Annex does not add to, or modify, the Plan in
respect of any Grantees who are not US Grantees.

     2.2 Options granted pursuant to this Annex Plan may contain such terms that
would qualify the Options as Incentive Stock Options ("ISOS") within the meaning
of Section 422(b) of the United States Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder (the "CODE"), and are
governed by the rules Section 421 through 424 of the Code. Options that do not
contain such qualifying terms shall be referred to herein as Non-Statutory Stock
Options ("NSSOS").

     3.   EFFECTIVE DATE OF THE PLAN

     This Annex shall become effective on such date as the Plan and this Annex
are adopted by the Board (the "EFFECTIVE DATE"), provided, however, that the
shareholders of the Company approve the Plan within 12 months of such date. All
and any grants of ISOs to US Grantees under this Annex as of the Effective Date
shall be subject to the said shareholders' approval.

     4.   OPTION AGREEMENT

     The Option Agreement shall state, INTER ALIA, the number of Ordinary Shares
covered thereby, the type of Options (whether a ISO or a NSSO), the terms and
conditions upon which the Options shall be issued and exercised pursuant to the
Plan and this Annex, including the Option Price, the dates when Options may be
exercised (subject to the Plan), the vesting schedule on which such Ordinary
Shares may exercised.




     5.   ELIGIBILITY

     ISOs may be granted only to Employees (as defined below) of the Company or
any Subsidiary (as defined below) or Parent (as defined below). NSSOs may be
granted to Grantees of the Company or any Subsidiary or Parent.

     "CONSULTANT" shall mean a person who performs bona fide services for the
Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Outside Directors. "EMPLOYEE" shall mean any individual who is a
common-law employee of the Company, a Parent or a Subsidiary, or any individual
who is a member of the Board. An individual shall not cease to be an "Employee"
upon the transfer of such individual's employment among the Company and its
Subsidiaries. "OUTSIDE DIRECTOR" shall mean a member of the Board who is not an
Employee. "PARENT" as defined in Section 424(e) of the Code. "SUBSIDIARY" as
defined in Section 424(f) of the Code. "SERVICE PROVIDER" means Employees,
Outside Directors and Consultants.

     6.   EXERCISE OF OPTIONS

     6.1 Vested Options shall be exercised by the US Grantee, in accordance with
Section 7 of the Plan, by giving a written notice to the Company, in such form
and method as may be determined by the Company and, when applicable, in
accordance with the requirements of the Code. Such exercise shall be effective
upon receipt of such notice and the Option Price by the Company at its principal
office. The notice shall specify the number of Ordinary Shares with respect to
which the Option is being exercised.

     6.2 No Option shall be exercisable after the earlier of: (i) in the event
of ISOs, the expiration of 7 (seven) years from the date of grant of the Option;
(ii) in the event of ISOs to a Ten Percent Shareholder (as defined below), the
expiration of 5 (five) years from the date of grant; or (iii) any other
expiration date set forth in the relevant Option Agreement.

     A "TEN PERCENT SHAREHOLDER" means a person who owns (or is deemed to own
pursuant to Section 424(d) of the Code) shares representing more than ten
percent (10%) of the total combined voting power of all classes of shares of the
Company or of any of its affiliates.

     6.3 In the event of ISOs, an Option may be exercised after the date of
termination of the US Grantee's employment with, or service to, the Company or
any Subsidiary thereof, without cause, within a period of 3 (three) months from
the date of such termination, but only with respect to the number of Options
already vested at the time of such termination according to the vesting schedule
of the Options set forth in the relevant Option Agreement. In the event of
termination for any other reason, the Options will be exercisable according to
Sections 7(f) and 7(g) of the Plan.

     7.   OPTIONS PRICE

     7.1 The Option Price of each Option shall be set forth in the US Grantee's
Option Agreement, provided, however, that the Option Price of each ISO shall be
not less than one hundred percent (100%) of the Fair Market Value of the
Ordinary Shares subject to the Option on the date such Option is granted.




     7.2 Notwithstanding Section 7.1 above, a Ten Percent Shareholder shall not
be granted ISO unless the exercise price of such Option is at least one hundred
and ten percent (110%) of the Fair Market Value of the Ordinary Shares at the
date of grant.

     For avoidance of any doubt and subject to Section 7.1 and 7.2 above, the
Option Price of any Option shall be determined by the Board or the Committee, as
the case may be, at its sole discretion.

     7.3 To the extent the aggregate Fair Market Value (determined at the time
of grant of the Option) of the Ordinary Shares with respect to which ISOs are
exercisable for the first time by any US Grantee during any calendar year under
all plans of the Company and its affiliates exceeds US $100,000, the Options or
portions thereof which exceed such limit (according to the order in which they
were granted) shall be treated as NSSO.

     8.   ASSIGNABILITY AND SALE OF OPTIONS

     No Option, whether fully paid or not, shall be assignable, transferable or
given as collateral nor will any right with respect to it shall be given to any
third party whatsoever, and during the lifetime of the US Grantee each and all
of such US Grantee's rights to purchase Ordinary Shares shall be exercisable
only by the US Grantee. Any transfer or other assignment of any Option or any
right with respect to any Option made directly or indirectly, for an immediate
or a future validation, shall be void.

     9.   INTEGRATION OF THE CODE

     9.1. The provisions of the Plan, this Annex and the Option Agreement shall
be subject to the provisions of the Code, which shall be deemed an integral part
thereof and hereof.

     9.2. Any provision of the Code which is necessary in order to receive
and/or to maintain any tax benefit pursuant to the Code, which is not expressly
specified in the Plan, this Annex or the Option Agreement, shall be considered
binding upon the parties to the Option Agreement.

     10.  TERMINATION OF EMPLOYMENT OR SERVICES

     Notwithstanding Sections 7(f) and 7(g) of the Plan, in the case of ISOs,
the term "disability" shall have the meaning ascribed to it in Section 22(e)(3)
of the Code.

     11.  EFFECTIVE DATE; TERM

     This Annex shall be effective as of the date on which it is adopted by the
Board and shall terminate at the end of ten (10) years from such date of
adoption or its approval by the shareholders, whichever is earlier.

     12.  AMENDMENT TO THE PLAN AND ANNEX

     12.1 Notwithstanding Section 13 of the Plan, no amendment alteration,
suspension or termination of the Plan and/or this Annex shall be deemed
effective for the purpose of grant of Options under this Annex, unless approved
by the shareholders of the Company within 12 (twelve) months before or after the
adoption of such amendment alteration, suspension or termination, by the Board,
if such shareholders' approval is required to comply with any applicable law,
including but not limited to, any amendment that will:

          (a) increase the number of Ordinary Shares reserved for the Options
     under the Plan (except as provided in Section 8 of the Plan regarding
     adjustments upon changes in share capital); or




          (b) modify the requirements as to eligibility for participation in the
     Plan and/or this Annex to the extent that such modification requires
     shareholders approval in order for the Plan and/or this Annex to comply
     with Section 422 of the Code; or

          (c) modify the Plan and/or this Annex in any other way, if such
     modification requires shareholders approval in order for the Plan and/or
     this Annex to satisfy the requirements of Section 422 of the Code.

     13.  TAX CONSEQUENCES

     Any tax consequences arising from the grant or exercise of any Option, from
the payment for Ordinary Shares covered thereby, or from any other event or act
(of the Company, and/or its Subsidiaries, and/or its Parent or the US Grantee),
hereunder, for which the US Grantee is liable shall be borne solely by the US
Grantee. The Company and/or its Subsidiaries, and/or its Parent shall withhold
taxes according to the requirements under the applicable laws, rules, and
regulations, including withholding taxes at source. Furthermore, the US Grantee
shall agree to indemnify the Company and/or its Subsidiaries, and/or its Parent
and hold them harmless against and from any and all liability for any such tax
or interest or penalty thereon, including without limitation, liabilities
relating to the necessity to withhold, or to have withheld, any such tax from
any payment made to the US Grantee.

     The receipt of these Options and the acquisition of the shares to be issued
upon the exercise of the Options may result in tax consequences. The description
of tax consequences set forth in the Plan, this Annex and the Option Agreement
does not purport to be complete. THE GRANTEE IS ADVISED TO CONSULT WITH A TAX
ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THE
OPTIONS.

     The Company shall not be required to release any certificate representing
any Ordinary Shares to an US Grantee until all required tax payments therefore
have been fully made.

     14.  US GRANTEE'S REPRESENTATIONS

     In the event the Ordinary Shares have not been registered under the United
States Securities Act of 1933, as amended or any other applicable law at the
time the Option is exercised, the US Grantee shall, if required by the Company,
as a condition to the exercise of all or any portion of the Option, deliver to
the Company an investment representation statement in a form determined by the
Company. The Company may also require the US Grantee to make any other
representations that the Company or its counsel deems necessary to permit the
issuance of the Ordinary Shares under applicable law.

     15.  CONVERSION OF ISOS INTO NSSOS; TERMINATION OF ISOS

     The Board, at the written request of any US Grantee, may, in its
discretion, take such actions as may be necessary to convert such US Grantee 's
ISOs (or any portions thereof) that have not been exercised on the date of
conversion into NSSOs, at any time prior to the expiration of such ISOs,
regardless of whether the US Grantee is an Employee of the Company or a
Subsidiary or a Parent at the time of such conversion. Such actions may include,
but not be limited to, extending the exercise period or reducing the exercise
price of such Options. At the time of such conversion, the Board (with the
consent of the US Grantee) may impose such conditions on the exercise of the
resulting NSSOs, as the Board in its discretion may determine, provided that
such conditions shall not be inconsistent with the Plan and/or this Annex.
Nothing in the Plan and/or in this Annex shall be deemed to give any US Grantee
the right to have such US Grantee 's ISOs converted into NSSOs, and no such
conversion shall occur unless and until the Board takes appropriate action. The
Board, with the consent of the US Grantee, may also terminate any portion of any
ISO that has not been exercised at the time of such conversion.



     16.  NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION

     Each Employee who receives an ISO must agree to notify the Company in
writing immediately after the Employee makes a Disqualifying Disposition (as
defined below) of any Ordinary Shares acquired upon the exercise of an ISO.

     A "DISQUALIFYING DISPOSITION" means any disposition (including any sale) of
such Ordinary Shares before a date which is both (i) two (2) years after the
date the Employee was granted the ISO, and (ii) one (1) year after the date the
Employee acquired Ordinary Shares by exercising the ISO. If the Employee has
died before such Ordinary Share is sold, these holding periods requirements
shall not apply and no Disqualifying Disposition can occur thereafter.