Exhibit 4.5

        FLEXTRONICS INTERNATIONAL LTD. 1997 EMPLOYEE SHARE PURCHASE PLAN

                          As Adopted September 10, 1997
                           As Amended August 27, 1999


     1.  Establishment of Plan.  Flextronics  International Ltd. (the "Company")
proposes to grant  options  for  purchase of the  Company's  Ordinary  Shares to
eligible  employees  of the  Company  and  its  Participating  Subsidiaries  (as
hereinafter  defined)  pursuant  to this  Employee  Share  Purchase  Plan  (this
"Plan").  For  purposes  of this Plan,  "Parent  Corporation"  and  "Subsidiary"
(collectively,  "Participating  Subsidiaries")  shall have the same  meanings as
"parent corporation" and "subsidiary corporation" in Sections 424(e) and 424(f),
respectively,  of the Internal  Revenue Code of 1986,  as amended (the  "Code").
"Participating  Subsidiaries"  are Parent  Corporations or Subsidiaries that the
Board of Directors of the Company (the "Board")  designates from time to time as
corporations  that shall participate in this Plan. The Company intends this Plan
to qualify as an "employee  stock  purchase  plan" under Section 423 of the Code
(including any  amendments to or  replacements  of such Section),  and this Plan
shall be so construed.  Any term not expressly  defined in this Plan but defined
for purposes of Section 423 of the Code shall have the same definition herein. A
total of 400,000* Ordinary Shares of the Company are reserved for issuance under
this Plan.  Such number shall be subject to  adjustments  effected in accordance
with Section 14 of this Plan.

     2. Purpose.  The purpose of this Plan is to provide  eligible  employees of
the Company and Participating  Subsidiaries with a convenient means of acquiring
an equity interest in the Company through  payroll  deductions,  to enhance such
employees'   sense  of   participation   in  the  affairs  of  the  Company  and
Participating   Subsidiaries,   and  to  provide  an  incentive   for  continued
employment.

     3.  Administration.  This Plan shall be  administered  by the Board or by a
committee of not less than two members of the Board appointed to administer this
Plan (the  "Committee").  As used in this Plan,  references  to the  "Committee"
shall  mean  either  such  committee  or the  Board  if no  committee  has  been
established.  Subject  to the  provisions  of this Plan and the  limitations  of
Section 423 of the Code or any successor provision in the Code, all questions of
interpretation  or application of this Plan shall be determined by the Committee
and its decisions shall be final and binding upon all  participants.  Members of
the Committee  shall receive no  compensation  for their  services in connection
with the  administration  of this Plan,  other than standard fees as established
from time to time by the Board for services rendered by Board members serving on
Board committees. All expenses incurred in connection with the administration of
this Plan shall be paid by the Company.

     4.   Eligibility.   Any  employee  of  the  Company  or  the  Participating
Subsidiaries  is eligible to participate in an Offering  Period (as  hereinafter
defined) under this Plan except the following:

     (a)  employees  who  are  not  employed  by the  Company  or  Participating
Subsidiaries one month before the beginning of such Offering Period;

     (b)  employees who are  customarily  employed for twenty (20) hours or less
per week;

     (c) employees who are customarily employed for five (5) months or less in a
calendar year;

     (d)  employees  who,  together  with any other person whose shares would be
attributed to such employee  pursuant to Section  424(d) of the Code, own shares
or hold options to purchase  shares  possessing five percent (5%) or more of the
total combined  voting power or value of all classes of shares of the Company or
any of its  Participating  Subsidiaries  or who, as a result of being granted an
option under this Plan with respect to such Offering Period, would own shares or
hold  options to purchase  shares  possessing  five  percent (5%) or more of the
total combined  voting power or value of all classes of shares of the Company or
any of its Participating Subsidiaries; and

     (e)  individuals  who  provide  services  to  the  Company  or  any  of its
Participating  Subsidiaries as independent  contractors who are  reclassified as
common law employees for any purpose  other than federal  income and  employment
tax purposes.

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     5. Offering  Dates.  The offering  periods of this Plan (each, an "Offering
Period") shall be of six (6) months duration commencing on December 1 and June 1
of each year and ending on May 31 and  November 30 of each year.  Each  Offering
Period shall consist of one (1) six-month  purchase period (a "Purchase Period")
during which payroll  deductions of the participants are accumulated  under this
Plan.  The first  Offering  Period  shall begin on  December 1, 1997.  The first
business day of each Offering Period is referred to as the "Offering  Date". The
last business day of each Purchase Period is referred to as the "Purchase Date".
The Board shall have the power to change the  duration  of  Offering  Periods or
Purchase  Periods  with respect to offerings  (and  specifically  shall have the
power to  change  the  duration  of  Offering  Periods  from six (6)  months  to
twenty-four  (24)  months)  without  shareholder  approval  if  such  change  is
announced  at least  fifteen (15) days prior to the  scheduled  beginning of the
first Offering Period or Purchase Period to be affected.

     6. Participation in this Plan.  Eligible employees may become  participants
in an  Offering  Period  under  this  Plan  on the  first  Offering  Date  after
satisfying the eligibility  requirements by delivering a subscription  agreement
to the Company's treasury department (the "Treasury  Department") not later than
fifteen (15) days before such  Offering  Date unless a later time for filing the
subscription  agreement  authorizing  payroll deductions is set by the Committee
for all eligible  employees with respect to a given Offering Period. An eligible
employee  who  does  not  deliver  a  subscription  agreement  to  the  Treasury
Department by such date after becoming  eligible to participate in such Offering
Period shall not participate in that Offering Period or any subsequent  Offering
Period  unless  such  employee  enrolls  in this Plan by  filing a  subscription
agreement  with the  Treasury  Department  not  later  than  fifteen  (15)  days
preceding a subsequent  Offering Date. Once an employee becomes a participant in
an Offering Period, such employee will automatically participate in the Offering
Period  commencing  immediately  following  the last day of the  prior  Offering
Period unless the employee  withdraws or is deemed to withdraw from this Plan or
terminates further  participation in the Offering Period as set forth in Section
11 below.  Such participant is not required to file any additional  subscription
agreement in order to continue participation in this Plan.

     7. Grant of Option on  Enrollment.  Enrollment  by an eligible  employee in
this Plan with respect to an Offering  Period will  constitute  the grant (as of
the Offering  Date) by the Company to such  employee of an option to purchase on
the  Purchase  Date up to that  number of whole  Ordinary  Shares of the Company
determined by dividing (a) the amount  accumulated  in such  employee's  payroll
deduction  account  during  such  Purchase  Period  by  (b)  the  lower  of  (i)
eighty-five  percent (85%) of the fair market value of an Ordinary  Share of the
Company  on the  Offering  Date (but in no event  less than the par value of the
Company's Ordinary Shares), or (ii) eighty-five percent (85%) of the fair market
value of an Ordinary  Share of the Company on the Purchase Date (but in no event
less than the par value of the Company's  Ordinary  Shares) and rounding down to
the nearest whole number, provided,  however, that the number of Ordinary Shares
of the  Company  subject to any option  granted  pursuant to this Plan shall not
exceed  the  lesser of (a) the  maximum  number of shares  set by the  Committee
pursuant to Section 10(c) below with respect to the applicable Purchase Date, or
(b) the  maximum  number of shares  which may be  purchased  pursuant to Section
10(b) below with respect to the applicable  Purchase Date. The fair market value
of the  Company's  Ordinary  Shares shall be determined as provided in Section 8
hereof.

     8. Purchase Price.  The purchase price per share at which an Ordinary Share
of the Company will be sold in any Offering Period shall be eighty-five  percent
(85%) of the lesser of:

     (a) The fair market value on the Offering Date; or

     (b) The fair market value on the Purchase Date.

     Notwithstanding  the  foregoing,  in no event may the purchase  price of an
Ordinary  Share of the Company be less than the par value.  For purposes of this
Plan,  the term  "Fair  Market  Value"  means,  as of any date,  the value of an
Ordinary Share of the Company determined as follows:

     (a)  if such Ordinary Shares are then quoted on the Nasdaq National Market,
          the  closing  price  on the  Nasdaq  National  Market  on the  date of
          determination as reported in The Wall Street Journal;

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     (b)  if such Ordinary  Shares are publicly  traded and are then listed on a
          national  securities  exchange,  the  closing  price  on the  date  of
          determination on the principal national  securities  exchange on which
          the  Ordinary  Shares are listed or admitted to trading as reported in
          The Wall Street Journal;

     (c)  if such Ordinary  Shares are publicly traded but are not quoted on the
          Nasdaq National Market nor listed or admitted to trading on a national
          securities  exchange,  the average of the closing bid and asked prices
          on the date of determination as reported in The Wall Street Journal;

     (d)  if none of the foregoing is applicable, by the Board in good faith.

     9. Payment Of Purchase Price;  Changes In Payroll  Deductions;  Issuance Of
Shares.

     (a) The  purchase  price of the shares is  accumulated  by regular  payroll
deductions  made during  each  Offering  Period.  The  deductions  are made as a
percentage of the participant's  compensation in one percent (1%) increments not
less than two percent  (2%),  nor greater  than ten percent  (10%) or such lower
limit set by the Committee.  Compensation  shall mean base salary,  commissions,
bonuses,  and shift premiums not to exceed $250,000 per year,  provided however,
that for purposes of determining a  participant's  base salary,  any election by
such participant to reduce his or her regular cash  remuneration  under Sections
125 or 401(k) of the Code shall be treated  as if the  participant  did not make
such election.  Payroll  deductions shall commence on the first payday following
the Offering  Date and shall  continue to the end of the Offering  Period unless
sooner altered or terminated as provided in this Plan.

     (b) A  participant  may  lower  (but  not  increase)  the  rate of  payroll
deductions  during an Offering  Period by filing with the Treasury  Department a
new  authorization  for  payroll  deductions,  in which  case the new rate shall
become  effective for the next payroll period  commencing more than fifteen (15)
days after the  Treasury  Department's  receipt of the  authorization  and shall
continue for the remainder of the Offering  Period  unless  changed as described
below.  Such  change in the rate of payroll  deductions  may be made at any time
during  an  Offering  Period,  but not  more  than  one (1)  change  may be made
effective during any Offering Period. A participant may increase or decrease the
rate of payroll deductions for any subsequent Offering Period by filing with the
Treasury  Department a new authorization  for payroll  deductions not later than
fifteen (15) days before the beginning of such Offering Period.

     (c) All payroll  deductions  made for a participant  are credited to his or
her account  under this Plan and are  deposited  with the  general  funds of the
Company. No interest accrues on the payroll  deductions.  All payroll deductions
received or held by the  Company  may be used by the  Company for any  corporate
purpose,  and the Company  shall not be  obligated  to  segregate  such  payroll
deductions.

     (d) On each  Purchase  Date,  so long as this Plan  remains  in effect  and
provided  that  the  participant  has  not  submitted  a  signed  and  completed
withdrawal form before that date which notifies the Company that the participant
wishes  to  withdraw  from that  Offering  Period  under  this Plan and have all
payroll  deductions  accumulated  in the  account  maintained  on  behalf of the
participant as of that date returned to the participant, the Company shall apply
the funds then in the  participant's  account to the purchase of whole  Ordinary
Shares of the Company reserved under the option granted to such participant with
respect to the Offering  Period to the extent that such option is exercisable on
the Purchase Date. The purchase price per share shall be as specified in Section
8 of this  Plan.  Any cash  remaining  in a  participant's  account  after  such
purchase  of shares  shall be  refunded  to such  participant  in cash,  without
interest;  provided,  however that any amount  remaining  in such  participant's
account on a Purchase Date which is less than the amount necessary to purchase a
full Ordinary Share of the Company shall be carried forward,  without  interest,
into the next  Purchase  Period or Offering  Period,  as the case may be. In the
event  that this Plan has been  oversubscribed,  all funds not used to  purchase
shares on the  Purchase  Date  shall be  returned  to the  participant,  without
interest.  No Ordinary Shares shall be purchased on a Purchase Date on behalf of
any  employee  whose  participation  in this Plan has  terminated  prior to such
Purchase Date.

     (e) As promptly as  practicable  after the Purchase Date, the Company shall
issue shares for the  participant's  benefit  representing  the shares purchased
upon exercise of his or her option.

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     (f) During a participant's  lifetime, such participant's option to purchase
shares hereunder is exercisable only by him or her. The participant will have no
interest  or voting  right in shares  covered  by his or her  option  until such
option has been exercised.

     10. Limitations on Shares to be Purchased.

     (a) No participant  shall be entitled to purchase shares under this Plan at
a rate which,  when  aggregated  with his or her rights to purchase shares under
all other  employee  share  purchase  plans of the  Company  or any  Subsidiary,
exceeds  $25,000 in fair market  value,  determined  as of the Offering Date (or
such other limit as may be imposed by the Code) for each  calendar year in which
the employee participates in this Plan.

     (b) No more  than two  hundred  percent  (200%)  of the  number  of  shares
determined  by using  eighty-five  percent  (85%) of the fair market value of an
Ordinary  Share of the Company on the Offering  Date as the  denominator  may be
purchased by a participant on any single Purchase Date.

     (c) No  participant  shall be entitled  to  purchase  more than the Maximum
Share  Amount (as  defined  below) on any single  Purchase  Date.  Not less than
thirty (30) days prior to the commencement of any Offering Period, the Committee
may,  in its sole  discretion,  set a  maximum  number  of  shares  which may be
purchased by any employee at any single Purchase Date  (hereinafter the "Maximum
Share Amount").  Until otherwise determined by the Committee,  there shall be no
Maximum Share Amount. In no event shall the Maximum Share Amount, if any, exceed
the amounts  permitted  under Section 10(b) above. If a new Maximum Share Amount
is set,  then all  participants  must be notified of such  Maximum  Share Amount
prior to the  commencement of the next Offering  Period.  Once the Maximum Share
Amount  is set,  it shall  continue  to apply  with  respect  to all  succeeding
Purchase Dates and Offering Periods unless revised by the Committee as set forth
above.

     (d) If the  number of  shares to be  purchased  on a  Purchase  Date by all
employees participating in this Plan exceeds the number of shares then available
for issuance under this Plan,  then the Company will make a pro rata  allocation
of  the  remaining  shares  in as  uniform  a  manner  as  shall  be  reasonably
practicable and as the Committee shall determine to be equitable. In such event,
the Company shall give written  notice of such reduction of the number of shares
to be  purchased  under a  participant's  option  to each  participant  affected
thereby.

     (e) Any payroll deductions accumulated in a participant's account which are
not used to purchase  shares due to the  limitations in this Section 10 shall be
returned  to the  participant  as  soon  as  practicable  after  the  end of the
applicable Purchase Period, without interest.

     11. Withdrawal.

     (a) Each  participant  may withdraw from an Offering Period under this Plan
by signing and  delivering to the Treasury  Department a written  notice to that
effect on a form provided for such purpose.  Such  withdrawal  may be elected at
any time at least fifteen (15) days prior to the end of an Offering Period.

     (b) Upon  withdrawal  from this Plan, the  accumulated  payroll  deductions
shall be returned to the withdrawn participant, without interest, and his or her
interest in this Plan shall  terminate.  In the event a participant  voluntarily
elects  to  withdraw  from  this  Plan,  he or she  may  not  resume  his or her
participation  in this Plan during the same Offering  Period,  but he or she may
participate  in any Offering  Period  under this Plan which  commences on a date
subsequent  to  such  withdrawal  by  filing  a new  authorization  for  payroll
deductions  in the same manner as set forth above for initial  participation  in
this Plan.

     (c) If the purchase price on the first day of any current  Offering  Period
in which a  participant  is enrolled is higher  than the  purchase  price on the
first day of any  subsequent  Offering  Period,  the Company will  automatically
enroll such participant in the subsequent Offering Period. Any funds accumulated
in a participant's  account prior to the first day of such  subsequent  Offering
Period  will  be  applied  to  the  purchase  of  shares  on the  Purchase  Date
immediately  prior  to the  first  day of such  subsequent  Offering  Period.  A
participant does not need to file any forms with the Company to automatically be
enrolled in the subsequent Offering Period

<PAGE>


     12.  Termination of Employment.  Termination of a participant's  employment
for any reason,  including retirement,  death or the failure of a participant to
remain an eligible  employee of the  Company or of a  Participating  Subsidiary,
immediately terminates his or her participation in this Plan. In such event, the
payroll deductions credited to the participant's account will be returned to him
or her or, in the case of his or her death, to his or her legal  representative,
without  interest.  For  purposes of this  Section  12, an employee  will not be
deemed to have  terminated  employment  or  failed  to remain in the  continuous
employ  of the  Company  or of a  Participating  Subsidiary  in the case of sick
leave,  military  leave,  or any other  leave of absence  approved by the Board;
provided  that such leave is for a period of not more than  ninety  (90) days or
reemployment  upon the  expiration  of such leave is  guaranteed  by contract or
statute.

     13. Return of Payroll Deductions.  In the event a participant's interest in
this Plan is terminated by  withdrawal,  termination of employment or otherwise,
or in the event this Plan is terminated by the Board, the Company shall promptly
deliver to the participant all payroll deductions credited to such participant's
account.  No interest shall accrue on the payroll deductions of a participant in
this Plan.

     14. Capital Changes.  Subject to any required action by the shareholders of
the  Company,  the number of Ordinary  Shares  covered by each option under this
Plan which has not yet been  exercised  and the number of Ordinary  Shares which
have been  authorized  for issuance under this Plan but have not yet been placed
under  option  (collectively,  the  "Reserves"),  as well as the  price  of each
Ordinary  Share  covered by each  option  under this Plan which has not yet been
exercised, shall be proportionately adjusted for any increase or decrease in the
number of issued and outstanding Ordinary Shares of the Company resulting from a
stock split or the payment of a stock dividend (but only on the Ordinary Shares)
or any other  increase  or  decrease  in the  number of issued  and  outstanding
Ordinary Shares effected  without receipt of any  consideration  by the Company;
provided,  however,  that (a)  conversion of any  convertible  securities of the
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt  of
consideration"  and (b) no such  adjustment  shall be made if as a  result,  the
purchase  price for each  Ordinary  Share shall fall below the par value thereof
and if such  adjustment  would but for this paragraph (b) result in the purchase
price being less than the par value of an Ordinary  Share,  the  purchase  price
payable shall be the par value of an Ordinary Share.  Such  adjustment  shall be
made  by  the  Committee,  whose  determination  shall  be  final,  binding  and
conclusive.  Except as  expressly  provided  herein,  no issue by the Company of
shares of any class, or securities  convertible into shares of any class,  shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of Ordinary Shares subject to an option.

     In the event of the proposed dissolution or liquidation of the Company, the
Offering  Period will terminate  immediately  prior to the  consummation of such
proposed action, unless otherwise provided by the Committee.  The Committee may,
in the  exercise of its sole  discretion  in such  instances,  declare  that the
options under this Plan shall  terminate as of a date fixed by the Committee and
give each  participant  the right to exercise his or her option as to all of the
optioned shares,  including shares which would not otherwise be exercisable.  In
the  event of (i) a merger or  consolidation  in which  the  Company  is not the
surviving  corporation (other than a merger or consolidation with a wholly-owned
subsidiary,  a reincorporation  of the Company in a different  jurisdiction,  or
other transaction in which there is no substantial change in the shareholders of
the Company or their relative share holdings and the options under this Plan are
assumed,  converted or replaced by the successor  corporation,  which assumption
will be binding on all participants),  (ii) a merger in which the Company is the
surviving   corporation  but  after  which  the   shareholders  of  the  Company
immediately  prior to such merger (other than any  shareholder  that merges,  or
which owns or controls another corporation that merges, with the Company in such
merger) cease to own their shares or other equity interest in the Company, (iii)
the  sale of  substantially  all of the  assets  of the  Company,  or  (iv)  the
acquisition, sale, or transfer of more than 50% of the outstanding shares of the
Company by tender offer or similar transaction,  each option under this Plan may
be  assumed  or an  equivalent  option  may be  substituted  by  such  successor
corporation  or a parent or subsidiary  of such  successor  corporation.  In the
event such surviving  corporation  refuses to assume or substitute options under
this  Plan,  (i)  this  Plan  will  terminate  upon  the  consummation  of  such
transaction,  unless otherwise provided by the Committee, and (ii) the Committee
may declare that the options under this Plan shall  terminate as of a date fixed
by the  Committee,  and  give  each  Participant  the  right  to  exercise  such
participant's option as to all of the optioned shares. If the Committee makes an
option  fully  exercisable  in the event of a merger,  consolidation  or sale of
assets,  the  Committee  shall notify the  participant  that the option shall be
fully  exercisable  for a  certain  period,  and the  option  and this Plan will
terminate upon the expiration of such period.

     The  Committee  may,  if it so  determines  in the  exercise  of  its  sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Ordinary Shares covered by each  outstanding  option,  in the event
that

<PAGE>


the  Company  effects  one or more  reorganizations,  recapitalizations,  rights
offerings or other increases or reductions of its outstanding  Ordinary  Shares,
or in the event of the Company being  consolidated with or merged into any other
corporation,  provided  however,  that no such adjustment  shall be made if as a
result,  the  purchase  price for each  Ordinary  Share would fall below the par
value thereof and if such  adjustment  would result in the purchase  price being
less than the par value of an Ordinary  Share,  the purchase price payable shall
be the par value of an Ordinary Share.

     15.   Nonassignability.   Neither   payroll   deductions   credited   to  a
participant's account nor any rights with regard to the exercise of an option or
to receive  shares  under  this Plan may be  assigned,  transferred,  pledged or
otherwise  disposed of in any way (other than by will or the laws of descent and
distribution)  by the  participant.  Any such attempt at  assignment,  transfer,
pledge or other disposition shall be void and without effect.

     16. Reports. Individual accounts will be maintained for each participant in
this  Plan.  Each  participant  shall  receive  promptly  after  the end of each
Purchase  Period a report of his or her account  setting forth the total payroll
deductions  accumulated,  the number of shares  purchased,  the per share  price
thereof and the remaining  cash  balance,  if any,  carried  forward to the next
Purchase Period or Offering Period, as the case may be.

     17. Notice of Disposition. Each participant shall notify the Company if the
participant  disposes  of any of the shares  purchased  in any  Offering  Period
pursuant to this Plan if such  disposition  occurs within two (2) years from the
Offering Date or within one (1) year from the Purchase Date on which such shares
were purchased (the "Notice  Period").  Unless such  participant is disposing of
any of such shares during the Notice  Period,  such  participant  shall keep the
certificates representing such shares in his or her name (and not in the name of
a nominee)  during the Notice  Period.  The Company  may, at any time during the
Notice Period, place a legend or legends on any certificate  representing shares
acquired pursuant to this Plan requesting the Company's transfer agent to notify
the Company of any transfer of the shares.  The obligation of the participant to
provide such notice shall  continue  notwithstanding  the  placement of any such
legend on the certificates.

     18. No Rights to Continued  Employment.  Neither this Plan nor the grant of
any option  hereunder  shall  confer any right on any  employee to remain in the
employ of the Company or any Participating  Subsidiary, or restrict the right of
the  Company  or any  Participating  Subsidiary  to  terminate  such  employee's
employment.

     19. Equal Rights And  Privileges.  All eligible  employees shall have equal
rights and  privileges  with respect to this Plan so that this Plan qualifies as
an  "employee  stock  purchase  plan"  within the  meaning of Section 423 or any
successor  provision of the Code and the related  regulations.  Any provision of
this Plan which is inconsistent  with Section 423 or any successor  provision of
the Code shall,  without further act or amendment by the Company,  the Committee
or the Board,  be reformed to comply with the  requirements of Section 423. This
Section 19 shall take precedence over all other provisions in this Plan.

     20. Notices.  All notices or other  communications  by a participant to the
Company under or in connection  with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location,  or by
the person, designated by the Company for the receipt thereof.

     21. Term; Shareholder Approval. This Plan will become effective on the date
that it is adopted by the Board. This Plan shall be approved by the shareholders
of the Company,  in any manner  permitted by applicable  corporate  law,  within
twelve (12)  months  before or after the date this Plan is adopted by the Board.
No  purchase  of  shares  pursuant  to  this  Plan  shall  occur  prior  to such
shareholder approval. This Plan shall continue until the earlier to occur of (a)
termination of this Plan by the Board (which  termination may be effected by the
Board at any time),  (b)  issuance of all of the  Ordinary  Shares  reserved for
issuance  under this Plan,  or (c) ten (10) years from the adoption of this Plan
by the Board.

     22.  Conditions  Upon  Issuance  of Shares;  Limitation  on Sale of Shares.
Shares shall not be issued with respect to an option unless the exercise of such
option and the  issuance  and  delivery of such shares  pursuant  thereto  shall
comply with all applicable  provisions of law,  domestic or foreign,  including,
without  limitation,  the  Securities  Act of 1933, as amended,  the  Securities
Exchange Act of 1934, the rules and regulations promulgated thereunder,  and the
requirements of any stock exchange or automated  quotation system upon which the
shares may then be  listed,  and shall be further  subject  to the  approval  of
counsel for the Company with respect to such compliance.

<PAGE>


     23.  Applicable Law. The Plan shall be governed by the substantive  laws of
Singapore.

     24. Amendment or Termination of this Plan. The Board may at any time amend,
terminate  or extend the term of this  Plan,  except  that any such  termination
cannot affect options  previously granted under this Plan, nor may any amendment
make any change in an option previously granted which would adversely affect the
right of any participant,  nor may any amendment be made without approval of the
shareholders of the Company obtained in accordance with Section 21 hereof within
twelve (12) months of the adoption of such  amendment (or earlier if required by
Section 21) if such amendment would:

     (a) increase the number of shares that may be issued under this Plan; or

     (b)  change  the  designation  of the  employees  (or  class of  employees)
eligible for participation in this Plan.

*Reflects  two for one stock split in the form of a bonus issue (the  equivalent
of a stock dividend) effective December 22, 1998.