Exhibit 4.2

                         FLEXTRONICS INTERNATIONAL LTD.

                             1993 SHARE OPTION PLAN

              (As Amended and Restated through September 11, 1998)

                                   ARTICLE ONE

                                     GENERAL

I.   PURPOSE OF THE PLAN

     A. This 1993 Share  Option  Plan (the  "Plan") is  intended  to promote the
interests  of  Flextronics  International  Ltd.,  a Singapore  corporation  (the
"Corporation"),  by  providing  (i) key  employees  (including  officers) of the
Corporation (or its parent or subsidiary  corporations)  who are responsible for
the management,  growth and financial  success of the Corporation (or its parent
or  subsidiary   corporations),   (ii)  certain   non-employee  members  of  the
Corporation's Board of Directors (the "Board") and (iii) certain consultants and
other  independent  contractors who provide valuable services to the Corporation
(or its parent or subsidiary  corporations)  with the  opportunity  to acquire a
proprietary  interest,  or otherwise increase their proprietary interest, in the
Corporation as an incentive for them to remain in the service of the Corporation
(or its parent or subsidiary corporations).

     B. The Plan shall become effective on December 1, 1993 upon adoption by the
Board,  and such date shall  accordingly  constitute  the Effective  Date of the
Plan.

II.  DEFINITIONS

     A. For purposes of the Plan, the following definitions shall be in effect:

     Board: the Corporation's Board of Directors.

     Change in  Control:  a change in  ownership  or control of the  Corporation
effected through either of the following transactions:

          a. the direct or indirect  acquisition  by any person or related group
     of  persons  (other  than the  Corporation  or a person  that  directly  or
     indirectly controls, is controlled by, or is under common control with, the
     Corporation) of beneficial  ownership  (within the meaning of Rule 13d-3 of
     the 1934 Act) of securities possessing more than fifty percent (50%) of the
     total combined  voting power of the  Corporation's  outstanding  securities
     pursuant to a tender or exchange  offer made directly to the  Corporation's
     stockholders  which the  Board  does not  recommend  such  stockholders  to
     accept; or

          b. a  change  in  the  composition  of the  Board  over  a  period  of
     thirty-six  (36)  consecutive  months or less such that a  majority  of the
     Board members  (rounded up to the next whole number)  ceases,  by reason of
     one or more  proxy  contests  for the  election  of  Board  members,  to be
     comprised  of   individuals   who  either  (i)  have  been  Board   members
     continuously  since the  beginning of such period or (ii) have been elected
     or nominated for election as Board members during such period by at least a
     majority  of the Board  members  described  in clause (i) who were still in
     office at the time such election or nomination was approved by the Board.

     Code: the U.S. Internal Revenue Code of 1986, as amended.

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     Corporate   Transaction:   any   of  the   following   stockholder-approved
transactions to which the Corporation is a party:

          a. a merger  or  consolidation  in which  the  Corporation  is not the
     surviving  entity,  except for a transaction the principal purpose of which
     is to change the state in which the Corporation is incorporated,

          b. the sale, transfer or other disposition of all or substantially all
     of the assets of the Corporation in complete  liquidation or dissolution of
     the Corporation, or

          c. any reverse merger in which the Corporation is the surviving entity
     but in which  securities  possessing  more than fifty  percent (50%) of the
     total combined voting power of the Corporation's outstanding securities are
     transferred to a person or persons different from the persons holding those
     securities immediately prior to such merger.

     Employee:  an individual  who performs  services while in the employ of the
Corporation  or one or more parent or  subsidiary  corporations,  subject to the
control  and  direction  of the  employer  entity  not only as to the work to be
performed but also as to the manner and method of performance.

     Exercise  Date:  the date on which  the  Corporation  shall  have  received
written notice of the option exercise.

     Fair Market Value:  the Fair Market Value per Ordinary Share  determined in
accordance with the following provisions:

          a. If the  Ordinary  Shares are not at the time  listed or admitted to
     trading on any U.S.  national  stock  exchange but are traded on the Nasdaq
     National  Market,  the Fair Market Value shall be the closing selling price
     per Ordinary  Share on the date in  question,  as such price is reported by
     the National  Association of Securities Dealers through the Nasdaq National
     Market or any successor  system.  If there is no reported  closing  selling
     price for the  Ordinary  Shares on the date in  question,  then the closing
     selling price per Ordinary  Share on the last preceding date for which such
     quotation exists shall be determinative of Fair Market Value.

          b. If the  Ordinary  Shares  are at the time  listed  or  admitted  to
     trading on any U.S.  national  stock  exchange,  then the Fair Market Value
     shall  be the  closing  selling  price  per  Ordinary  Share on the date in
     question on the U.S.  exchange  determined by the Plan  Administrator to be
     the primary  market for the Ordinary  Shares,  as such price is  officially
     quoted in the composite tape of transactions on such exchange.  If there is
     no reported  sale of the  Ordinary  Shares on such  exchange on the date in
     question, then the Fair Market Value shall be the closing selling price per
     Ordinary  Share on the exchange on the last  preceding  date for which such
     quotation exists.

          c. If the Ordinary  Shares are on the date in question  neither listed
     nor admitted to trading on any U.S.  national  stock exchange nor traded on
     the Nasdaq National  Market,  then the Fair Market Value per Ordinary Share
     on such date shall be  determined  by the Plan  Administrator  after taking
     into account such factors as the Plan Administrator shall deem appropriate.

     Hostile  Take-Over:  a change  in  ownership  of the  Corporation  effected
through the following transaction:

          a. the direct or indirect  acquisition  by any person or related group
     of  persons  (other  than the  Corporation  or a person  that  directly  or
     indirectly controls, is controlled by, or is under common control with, the
     Corporation) of beneficial  ownership  (within the meaning of Rule 13d-3 of
     the 1934 Act) of securities possessing more than fifty percent (50%) of the
     total combined  voting power of the  Corporation's  outstanding  securities
     pursuant to a tender or exchange  offer made directly to the  Corporation's
     stockholders  which the  Board  does not  recommend  such  stockholders  to
     accept, and

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          b. the  acceptance of more than fifty percent (50%) of the  securities
     so  acquired  in such  tender or  exchange  offer from  holders  other than
     Section 16 Insiders.

     Incentive  Option:  a stock option which satisfies the requirements of Code
Section 422.

     Initial Automatic Grant Date: January 24, 1994.

     1934 Act: the U.S.  Securities  and  Exchange Act of 1934,  as amended from
time to time.

     Non-Statutory  Option: a stock option not intended to meet the requirements
of Code Section 422.

     Optionee:  any person to whom an option is granted under the  Discretionary
Option Grant or Automatic Option Grant Program in effect under the Plan.

     Ordinary  Shares:  ordinary shares of the  Corporation  with a par value of
S$0.01 per share.

     Parent:  any corporation  (other than the Corporation) in an unbroken chain
of corporations  ending with the  Corporation,  provided each corporation in the
unbroken  chain  (other  than  the  Corporation)   owns,  at  the  time  of  the
determination,  stock  possessing  more than  fifty  percent  (50%) of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain.

     Permanent Disability or Permanently Disabled: the inability of the Optionee
or the  Participant to engage in any substantial  gainful  activity by reason of
any medically  determinable  physical or mental impairment expected to result in
death or to be of continuous duration of twelve (12) months or more.

     Plan Administrator:  the particular entity,  whether the Primary Committee,
the Board or the Secondary  Committee,  which is  authorized  to administer  the
Discretionary  Option  Grant  Program  with  respect  to one or more  classes of
eligible persons,  to the extent such entity is carrying out its  administrative
functions under that program with respect to the persons under its jurisdiction.

     Primary  Committee:  the  committee of two (2) or more  non-employee  Board
members  appointed by the Board to  administer  the  Discretionary  Option Grant
Program with respect to Section 16 Insiders.

     Secondary  Committee:  the  committee  of one  (1) or  more  Board  members
appointed by the Board to administer the Discretionary Option Grant Program with
respect to eligible persons other than Section 16 Insiders.

     Service: the performance of services on a periodic basis to the Corporation
(or any parent or  subsidiary  corporation)  in the capacity of an  Employee,  a
non-employee member of the Board or an independent consultant or advisor, except
to the extent  otherwise  specifically  provided in the applicable  stock option
agreement.

     Section 12(g) Registration Date: the date on which the initial registration
of the Ordinary Shares under Section 12(g) of the 1934 Act becomes effective.

     Section 16 Insider:  an officer or director of the  Corporation  subject to
the short-swing profit restrictions of Section 16 of the 1934 Act.

     Subsidiary:  any  corporation  (other than the  Corporation) in an unbroken
chain of corporations beginning with the Corporation,  provided each corporation
(other than the last corporation) in the unbroken chain owns, at the time of the
determination,  stock  possessing  more than  fifty  percent  (50%) of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain.

     Take-Over  Price:  the  greater of (a) the Fair Market  Value per  Ordinary
Share  on the  date  the  particular  option  to  purchase  Ordinary  Shares  is
surrendered to the Corporation in connection with a Hostile Take-Over or (b) the
highest  reported  price  per  Ordinary  Share  paid by the  tender  offeror  in
effecting  such Hostile  Take-Over.

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However,  if the surrendered  option is an Incentive Option, the Take-Over Price
shall not exceed the clause (a) price per share.

     Underwriting  Execution Date: the date on which the Underwriting  Agreement
for the initial public  offering of the Ordinary  Shares in the U.S. is executed
and priced.

     B. The following  provisions  shall be applicable in determining the parent
and subsidiary corporations of the Corporation:

          Any corporation  (other than the  Corporation) in an unbroken chain of
     corporations ending with the Corporation shall be considered to be a parent
     of the  Corporation,  provided each such  corporation in the unbroken chain
     (other than the Corporation) owns, at the time of the determination,  stock
     possessing  fifty percent (50%) or more of the total combined  voting power
     of all classes of stock in one of the other corporations in such chain.

          Each corporation  (other than the Corporation) in an unbroken chain of
     corporations  beginning  with the  Corporation  shall be considered to be a
     subsidiary  of the  Corporation,  provided  each  such  corporation  in the
     unbroken chain (other than the last  corporation)  owns, at the time of the
     determination,  stock  possessing  fifty percent (50%) or more of the total
     combined  voting  power  of all  classes  of  stock  in  one  of the  other
     corporations in such chain.

III. STRUCTURE OF THE PLAN

     A. Stock Programs.  The Plan shall be divided into two (2) components:  the
Discretionary  Option Grant  Program  specified in Article Two and the Automatic
Option Grant Program specified in Article Three. Under the Discretionary  Option
Grant  Program,  eligible  individuals  may,  at  the  discretion  of  the  Plan
Administrator, be granted options to purchase Ordinary Shares in accordance with
the  provisions  of Article  Two.  Under the  Automatic  Option  Grant  Program,
non-employee members of the Board will receive special option grants at periodic
intervals to purchase  Ordinary  Shares in  accordance  with the  provisions  of
Article Three.

     B. General Provisions.  Unless the context clearly indicates otherwise, the
provisions  of  Articles  One and Four shall apply to the  Discretionary  Option
Grant and the Automatic Option Grant Programs and shall  accordingly  govern the
interests of all individuals under the Plan.

IV.  ADMINISTRATION OF THE PLAN

     A. The  Primary  Committee  shall  have  sole and  exclusive  authority  to
administer  the  Discretionary  Option Grant  Program with respect to Section 16
Insiders. No non-employee Board member shall be eligible to serve on the Primary
Committee  if  such  individual  has,  during  the  twelve   (12)-month   period
immediately preceding the date of his or her appointment to the Committee or (if
shorter) the period  commencing  with the Section  12(g)  Registration  Date and
ending  with  the  date  of his or her  appointment  to the  Primary  Committee,
received  an  option  grant  under  the Plan or any other  stock  option,  stock
appreciation,  stock bonus or other stock plan of the Corporation (or any parent
or subsidiary  corporation),  other than pursuant to the Automatic  Option Grant
Program.

     B. Administration of the Discretionary Option Grant Program with respect to
all other persons  eligible to  participate  in that program may, at the Board's
discretion,  be vested in the Primary Committee or a Secondary Committee, or the
Board may retain the power to  administer  that program with respect to all such
persons.  The members of the  Secondary  Committee  may be Board members who are
Employees eligible to receive  discretionary option grants under the Plan or any
other stock option,  stock appreciation,  stock bonus or other stock plan of the
Corporation (or any Parent or Subsidiary).

     C. Members of the Primary Committee or any Secondary  Committee shall serve
for such  period of time as the Board may  determine  and may be  removed by the
Board at any time. The Board may also at any time


<PAGE>


terminate the  functions of any Secondary  Committee and reassume all powers and
authority  previously  delegated to such committee.  D. Each Plan  Administrator
shall,  within the scope of its  administrative  functions  under the Plan, have
full power and  authority  (subject to the  provisions of the Plan) to establish
such rules and regulations as it may deem appropriate for proper  administration
of the Discretionary Option Grant Program and to make such determinations under,
and  issue  such  interpretations  of the  provisions  of such  program  and any
outstanding  options or stock  issuances  thereunder as it may deem necessary or
advisable.  Decisions  of  the  Plan  Administrator  within  the  scope  of  its
administrative  functions  under  the Plan  shall be final  and  binding  on all
parties who have an interest in the Discretionary Option Grant Program under its
jurisdiction or any option grant thereunder. E. Service on the Primary Committee
or the Secondary  Committee  shall  constitute  service as a Board  member,  and
members  of  each  such  committee   shall   accordingly  be  entitled  to  full
indemnification  and  reimbursement  as Board  members for their service on such
committee.  No member of the Primary Committee or the Secondary  Committee shall
be liable for any act or omission made in good faith with respect to the Plan or
any option grants under the Plan.

     F.   Administration   of  the  Automatic  Option  Grant  Program  shall  be
self-executing in accordance with the terms and conditions of that program,  and
no Plan Administrator shall exercise any discretionary functions with respect to
any option grants made under that program.

V.   OPTION GRANTS

     A. The persons  eligible to participate in the  Discretionary  Option Grant
Program under Article Two shall be limited to the following:

          l. officers and other key employees of the  Corporation (or its parent
     or subsidiary  corporations)  who render  services which  contribute to the
     management,  growth and financial success of the Corporation (or its parent
     or subsidiary corporations); and

          2. those  consultants  or other  independent  contractors  who provide
     valuable   services  to  the  Corporation  (or  its  parent  or  subsidiary
     corporations) but who are not residents of Singapore.

     B.  Non-employee  Board members shall not be eligible to participate in the
Discretionary Option Grant Program. Such individuals shall, however, be eligible
to receive  automatic option grants pursuant to the provisions of Article Three,
provided such individuals are not residents of Singapore.

     C. The Plan  Administrator  shall have full  authority to  determine  which
eligible individuals are to receive option grants under the Discretionary Option
Grant Program,  the number of Ordinary  Shares to be covered by each such grant,
the  status  of  the  granted  option  as  either  an  Incentive   Option  or  a
Non-Statutory  Option,  the time or times at which  each  granted  option  is to
become  exercisable  and the  maximum  term for  which  the  option  may  remain
outstanding.

VI.  STOCK SUBJECT TO THE PLAN

     A. The maximum number of Ordinary  Shares which may be issued over the term
of the Plan shall not exceed 7,200,000*  Ordinary Shares,  subject to adjustment
from time to time in  accordance  with the  provisions  of this  Section VI. The
Ordinary  Shares  reserved for  issuance  under the Plan shall be drawn from the
Corporation's authorized but unissued Ordinary Shares.

     B. In no event may the  aggregate  number of Ordinary  Shares for which any
one  individual  participating  in the Plan may be granted stock options  exceed
1,000,000* Ordinary Shares over the term of this Plan.

<PAGE>


     C.  Should  one or more  outstanding  options  under  this  Plan  expire or
terminate  for any  reason  prior to  exercise  in full  (including  any  option
cancelled in accordance with the  cancellation-regrant  provisions of Section IV
of Article Two of the Plan),  then the Ordinary Shares subject to the portion of
each option not so exercised  shall be available for  subsequent  issuance under
the Plan.  Ordinary Shares subject to any option or portion thereof  surrendered
in accordance  with Section V of Article Two or Section III of Article Three and
all Ordinary  Shares  issued  under the Plan shall  reduce on a  share-for-share
basis the number of Ordinary Shares available for subsequent issuance the Plan.

     D. Should any change be made to the Ordinary Shares issuable under the Plan
by reason of any stock split, stock dividend,  recapitalization,  combination of
shares, exchange of

shares or other change  affecting  the  outstanding  Ordinary  Shares as a class
without the Corporation's receipt of consideration, then appropriate adjustments
shall be made to (i) the maximum  number  and/or  class of  securities  issuable
under the Plan, (ii) the maximum number and/or class of securities for which any
one individual  participating  in the Plan may be granted stock options over the
term of the  Plan,  (iii)  the  number  and/or  class of  securities  for  which
automatic  option  grants  are to be  subsequently  made  per  newly-elected  or
continuing  non-employee  Board member under the Automatic  Option Grant Program
and (iv) the number  and/or  class of  securities  and price per share in effect
under each option outstanding under the Discretionary  Option Grant or Automatic
Option Grant  Program.  Such  adjustments to the  outstanding  options are to be
effected in a manner which shall preclude the  enlargement or dilution of rights
and  benefits  under  such  options.  The  adjustments  determined  by the  Plan
Administrator shall be final, binding and conclusive.

                                   ARTICLE TWO

                       DISCRETIONARY OPTION GRANT PROGRAM

I.   TERMS AND CONDITIONS OF OPTIONS

     Options granted pursuant to the Discretionary Option Grant Program shall be
authorized  by  action  of  the  Plan   Administrator   and  may,  at  the  Plan
Administrator's   discretion,  be  either  Incentive  Options  or  Non-Statutory
Options.  Individuals  who are not Employees of the Corporation or its parent or
subsidiary  corporations may only be granted Non-Statutory Options. Each granted
option shall be evidenced by one or more instruments in the form approved by the
Plan Administrator;  provided,  however,  that each such instrument shall comply
with the terms and conditions  specified  below.  Each instrument  evidencing an
Incentive Option shall, in addition,  be subject to the applicable provisions of
Section II of this Article Two.

     A. Exercise Price.

     1.  The  exercise  price  per  Ordinary  Share  shall  be fixed by the Plan
Administrator in accordance with the following provisions:

          a. The  exercise  price per  Ordinary  Share  subject to an  Incentive
     Option  shall in no event be less than one  hundred  percent  (100%) of the
     Fair Market Value per Ordinary Share on the grant date.

          b. The exercise  price per Ordinary  Share subject to a  Non-Statutory
     Option shall in no event be less than eighty-five percent (85%) of the Fair
     Market Value per Ordinary Share on the grant date.

          c. In no event may the exercise  price per Ordinary  Share  subject to
     any  Incentive or  Non-Statutory  Option be less than the par value of such
     Ordinary Share.

<PAGE>


     2. The exercise  price shall become  immediately  due upon  exercise of the
option  and,  subject to the  provisions  of  Section I of Article  Four and the
instrument  evidencing  the  grant,  shall be  payable  in one of the  following
alternative forms specified below:

          a. full  payment  in cash or check made  payable to the  Corporation's
     order;

          b. full payment through a broker-dealer sale and remittance  procedure
     pursuant to which the Optionee shall provide concurrent irrevocable written
     instructions (i) to a  Corporation-designated  brokerage firm to effect the
     immediate  sale  of  the  purchased   Ordinary  Shares  and  remit  to  the
     Corporation,  out of the sale proceeds  available on the  settlement  date,
     sufficient  funds to cover the  aggregate  exercise  price  payable for the
     purchased  Ordinary  Shares plus all  applicable  Federal,  state and local
     income and employment  taxes required to be withheld by the  Corporation in
     connection  with such purchase and (ii) to the  Corporation  to deliver the
     certificates  for the purchased  Ordinary Shares directly to such brokerage
     firm in order to complete the sale transaction; or

          c.  conversion of a convertible  note issued by the  Corporation  or a
     Subsidiary, the terms of which provide that it is convertible into Ordinary
     Shares  issuable  pursuant to the 1993 Plan (with the principal  amount and
     any accrued  interest being converted and credited dollar for dollar to the
     payment of the exercise price).

     B.  Term  and  Exercise  of  Options.   Each  option   granted  under  this
Discretionary  Option Grant Program shall be  exercisable  at such time or times
and during such period as is determined by the Plan  Administrator and set forth
in the instrument  evidencing the grant. No such option,  however,  shall have a
maximum  term in excess  of five (5) years  measured  from the grant  date.  The
option,  together with any stock appreciation  rights pertaining to such option,
shall be  assignable or  transferable  by the  Optionee.  The Optionee  shall be
required to comply with all applicable laws in connection with any such transfer
or  assignment,  and the Plan  Administrator  shall have the discretion to adopt
such rules as it deems necessary to ensure that any assignment or transfer is in
compliance with all applicable laws.

     C. Termination of Service.
                  1. The following  provisions  shall govern the exercise period
applicable  to any  outstanding  options  held by the  Optionee  at the  time of
cessation of Service or death.

          a. Should an Optionee cease Service for any reason (including death or
     Permanent  Disability) while holding one or more outstanding  options under
     this Article Two,  then none of those  options  shall (except to the extent
     otherwise provided pursuant to subparagraph 3 below) remain exercisable for
     more  than  a  twenty-four   (24)-month  period  (or  such  shorter  period
     determined  by the  Plan  Administrator  and set  forth  in the  instrument
     evidencing the grant) measured from the date of such cessation of Service.

          b.  Any  option  held  by the  Optionee  under  this  Article  Two and
     exercisable  in  whole or in part on the  date of his or her  death  may be
     subsequently  exercised by the personal  representative  of the  Optionee's
     estate  or by the  person or  persons  to whom the  option  is  transferred
     pursuant to the Optionee's  will or in accordance  with the laws of descent
     and  distribution.  However,  the right to exercise such option shall lapse
     upon  the  earlier  of  (i)  the  second  anniversary  of the  date  of the
     Optionee's   death  (or  such  shorter   period   determined  by  the  Plan
     Administrator and set forth in the instrument evidencing the grant) or (ii)
     the specified  expiration  date of the option term.  Accordingly,  upon the
     occurrence of the earlier  event,  the option shall  terminate and cease to
     remain outstanding.

          c. Under no circumstances  shall any such option be exercisable  after
     the specified expiration date of the option term.

<PAGE>


          d. During the applicable  post-Service exercise period, the option may
     not be  exercised  in the  aggregate  for more than the number of  Ordinary
     Shares (if any) for which  that  option is  exercisable  at the time of the
     Optionee's  cessation  of  Service.  Upon  the  expiration  of the  limited
     post-Service  exercise period or (if earlier) upon the specified expiration
     date of the option term,  each such option shall  terminate and cease to be
     outstanding with respect to any vested Ordinary Shares for which the option
     has not otherwise been exercised.  However,  each outstanding  option shall
     immediately  terminate  and  cease  to be  outstanding,  at the time of the
     Optionee's  cessation of Service,  with respect to any Ordinary  Shares for
     which the  option is not  otherwise  at that time  exercisable  or in which
     Optionee is not otherwise vested.

          e. Should (i) the  Optionee's  Service be  terminated  for  misconduct
     (including, but not limited to, any act of dishonesty,  willful misconduct,
     fraud or  embezzlement)  or (ii) the Optionee make any  unauthorized use or
     disclosure of confidential  information or trade secrets of the Corporation
     or its  parent  or  subsidiary  corporations,  then in any such  event  all
     outstanding  options  held by the  Optionee  under this  Article  Two shall
     terminate immediately and cease to remain outstanding.

     2. The Plan  Administrator  shall  have  complete  discretion,  exercisable
either at the time the option is granted or at any time while the option remains
outstanding,  to permit  one or more  options  held by the  Optionee  under this
Article Two to be exercised,  during the limited  post-Service  exercise  period
applicable  under  this  paragraph  C.,  not only with  respect to the number of
vested  Ordinary Shares for which each such option is exercisable at the time of
the  Optionee's  cessation  of  Service  but also  with  respect  to one or more
subsequent  installments  of vested  Ordinary  Shares for which the option would
otherwise have become exercisable had such cessation of Service not occurred.

     3. The Plan  Administrator  shall  also  have  full  power  and  authority,
exercisable  either at the time the  option is  granted or at any time while the
option remains outstanding, to extend the period of time for which the option is
to remain  exercisable  following the  Optionee's  cessation of Service or death
from the limited  period in effect under  subparagraph  1. above to such greater
period of time as the Plan  Administrator  shall deem appropriate.  In no event,
however, shall such option be exercisable after the specified expiration date of
the option term.

     D. Stockholder  Rights.  An optionee shall have no stockholder  rights with
respect to the Ordinary Shares subject to the option until such individual shall
have exercised the option and paid the exercise price for the purchased Ordinary
Shares.

II.  INCENTIVE OPTIONS

     The  terms  and  conditions  specified  below  shall be  applicable  to all
Incentive Options granted under this Article Two.  Incentive Options may only be
granted to individuals who are Employees of the  Corporation.  Options which are
specifically  designated  as  Non-Statutory  Options  when issued under the Plan
shall not be subject to such terms and conditions. Except as so modified by this
Section II, the provisions of Articles One, Two and Four of the Plan shall apply
to all Incentive Options granted hereunder.

     A. Dollar Limitation. The aggregate Fair Market Value (determined as of the
respective  date or dates of grant) of the Ordinary Shares for which one or more
options granted to any Employee under this Plan (or any other option plan of the
Corporation  or its parent or  subsidiary  corporations)  may for the first time
become  exercisable  as incentive  stock  options  under the Code during any one
calendar  year  shall  not  exceed  the  sum of  One  Hundred  Thousand  Dollars
($100,000).  To the extent the Employee holds two (2) or more such options which
become  exercisable  for the first time in the same calendar year, the foregoing
limitation  on the  exercisability  of such options as incentive  stock  options
under the Code shall be applied on the basis of the order in which such  options
are granted. Should the number of Ordinary Shares for which any Incentive Option
first becomes exercisable in any calendar year exceed the applicable One Hundred
Thousand  Dollar  ($100,000)  limitation,  then that option may  nevertheless be
exercised  in  such  calendar  year  for  the  excess  number  of  shares  as  a
non-statutory option under the Code.

<PAGE>


     B. 10%  Stockholder.  If any  individual  to whom an  Incentive  Option  is
granted is the owner of stock (as  determined  under Section 424(d) of the Code)
possessing ten percent (10%) or more of the total  combined  voting power of all
classes  of stock of the  Corporation  or any one of its  parent  or  subsidiary
corporations,  then the exercise price per Ordinary Share shall not be less than
the greater of (i) one hundred and ten percent  (110%) of the Fair Market  Value
per  Ordinary  Share on the grant  date or (ii) the par  value of such  Ordinary
Share.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL

     A. In the event of any Corporate  Transaction,  each option which is at the
time outstanding under this Article Two shall  automatically  accelerate so that
each such option shall,  immediately  prior to the specified  effective date for
the Corporate  Transaction,  become fully  exercisable with respect to the total
number  of  Ordinary  Shares  at the  time  subject  to such  option  and may be
exercised  for  all  or  any  portion  of  such  Ordinary  Shares.  However,  an
outstanding  option under this Article Two shall not so accelerate if and to the
extent: (i) such option is, in connection with the Corporate Transaction, either
to be assumed by the successor  corporation  or parent thereof or to be replaced
with a  comparable  option  to  purchase  shares  of the  capital  stock  of the
successor corporation or parent thereof, (ii) such option is to be replaced with
a cash incentive program of the successor corporation which preserves the option
spread  existing  at the time of the  Corporate  Transaction  and  provides  for
subsequent  payout in accordance  with the same vesting  schedule  applicable to
such  option or (iii)  the  acceleration  of such  option  is  subject  to other
limitations  imposed by the Plan  Administrator at the time of the option grant.
The determination of option  comparability  under clause (i) above shall be made
by the Plan  Administrator,  and its determination  shall be final,  binding and
conclusive.

     B. Immediately following the consummation of the Corporate Transaction, all
outstanding  options under this Article Two shall  terminate and cease to remain
outstanding,  except to the extent  assumed by the successor  corporation or its
parent company.

     C. Each  outstanding  option  under  this  Article  Two which is assumed in
connection with the Corporate  Transaction or is otherwise to continue in effect
shall be appropriately  adjusted,  immediately after such Corporate Transaction,
to apply and pertain to the number and class of securities which would have been
issued to the option holder, in consummation of such Corporate Transaction,  had
such  person   exercised  the  option   immediately   prior  to  such  Corporate
Transaction.  Appropriate  adjustments  shall also be made to the exercise price
payable  per share,  provided  the  aggregate  exercise  price  payable for such
securities  shall  remain  the  same.  In  addition,  the  class  and  number of
securities  available for issuance under the Plan following the  consummation of
the Corporate Transaction shall be appropriately adjusted.

     D. The Plan Administrator shall have the discretion,  exercisable either in
advance of any  actually-anticipated  Corporate Transaction or at the time of an
actual  Corporate  Transaction,  to  provide  (upon  such  terms  as it may deem
appropriate) for the automatic  acceleration of one or more outstanding  options
granted  under  the  Plan  which  are  assumed  or  replaced  in  the  Corporate
Transaction  and do not  otherwise  accelerate  at that  time,  in the event the
Optionee's  Service should  subsequently  terminate  within a designated  period
following such Corporate Transaction.

     E.  The  Plan  Administrator   shall  have  the  discretionary   authority,
exercisable either in advance of any  actually-anticipated  Change in Control or
at the time of an  actual  Change  in  Control,  to  provide  for the  automatic
acceleration of one or more outstanding  options under this Article Two upon the
occurrence of the Change in Control. The Plan Administrator shall also have full
power  and  authority  to  condition  any  such  option  acceleration  upon  the
subsequent  termination  of the  Optionee's  Service  within a specified  period
following the Change in Control.

     F. Any options  accelerated in connection  with the Change in Control shall
remain fully  exercisable  until the  expiration  or sooner  termination  of the
option term.

     G. The grant of options  under this  Article Two shall in no way affect the
right of the Corporation to adjust,  reclassify,  reorganize or otherwise change
its capital or business structure or to merge, consolidate,  dissolve, liquidate
or sell or transfer all or any part of its business or assets.

<PAGE>


     H. The portion of any Incentive Option  accelerated  under this Section III
in  connection  with a Corporate  Transaction  or Change in Control shall remain
exercisable  as an incentive  stock option under the Code only to the extent the
dollar  limitation  of Section II of this  Article Two is not  exceeded.  To the
extent such dollar  limitation  is  exceeded,  the  accelerated  portion of such
option shall be exercisable as a non-statutory option under the Code.

IV.  CANCELLATION AND REGRANT OF OPTIONS

     The Plan Administrator  shall have the authority to effect, at any time and
from time to time, with the consent of the affected Optionees,  the cancellation
of any or all  outstanding  options  under  this  Article  Two and to  grant  in
substitution  new options under the Plan covering the same or different  numbers
of Ordinary  Shares but with an exercise  price per Ordinary Share not less than
(i) eighty-five percent (85%) of the Fair Market Value per Ordinary Share on the
new grant date or (ii) one hundred  percent  (100%) of such Fair Market Value in
the case of an Incentive  Option,  but in no event shall the exercise  price per
Ordinary Share be less than the par value of such Ordinary Share.

V.   STOCK APPRECIATION RIGHTS

     A. Provided and only if the Plan Administrator determines in its discretion
to implement the stock  appreciation  right provisions of this Section V, one or
more  Optionees  may be  granted  the  right,  exercisable  upon such  terms and
conditions as the Plan Administrator may establish,  to surrender all or part of
an unexercised option under this Article Two in exchange for a distribution from
the  Corporation  in an amount  equal to the excess of (i) the Fair Market Value
(on the option surrender date) of the number of vested Ordinary Shares for which
the  surrendered  option  (or  surrendered  portion  thereof)  is  at  the  time
exercisable  over (ii) the  aggregate  exercise  price  payable  for such vested
Ordinary Shares.

     B. No  surrender of an option  shall be  effective  hereunder  unless it is
approved by the Plan  Administrator.  If the surrender is so approved,  then the
distribution to which the Optionee shall accordingly  become entitled under this
Section V may be made in  Ordinary  Shares  valued at Fair  Market  Value on the
option surrender date, in cash, or partly in Ordinary Shares and partly in cash,
as the Plan Administrator shall in its sole discretion deem appropriate.

     C. If the  surrender  of an option is rejected  by the Plan  Administrator,
then the  Optionee  shall  retain  whatever  rights the  Optionee  had under the
surrendered option (or surrendered portion thereof) on the option surrender date
and may  exercise  such  rights  at any time  prior to the later of (i) five (5)
business days after the receipt of the rejection  notice or (ii) the last day on
which the option is otherwise  exercisable  in accordance  with the terms of the
instrument  evidencing such option, but in no event may such rights be exercised
more than five (5) years after the date of the option grant.

     D. One or more Section 16 Insiders  may, in the Plan  Administrator's  sole
discretion,  be granted limited stock  appreciation  rights in tandem with their
outstanding  options  under this Article Two.  Upon the  occurrence of a Hostile
Take-Over,  the Section 16 Insider shall have a thirty  (30)-day period in which
he or she may  surrender  any  outstanding  options  with such a  limited  stock
appreciation right in effect for at least six (6) months to the Corporation,  to
the extent such option is at the time  exercisable for vested  Ordinary  Shares.
The Section 16 Insiders shall in return be entitled to a cash  distribution from
the  Corporation in an amount equal to the excess of (i) the Take-Over  Price of
the vested  Ordinary  Shares for which each  surrendered  option (or surrendered
portion  thereof) is at the time  exercisable  over (ii) the aggregate  exercise
price payable for such Ordinary Shares. The cash distribution  payable upon such
option  surrender  shall be made  within  five (5) days  following  the date the
option is  surrendered  to the  Corporation.  Neither  the  approval of the Plan
Administrator  nor the consent of the Board shall be required in connection with
such option surrender and cash  distribution.  Any unsurrendered  portion of the
option shall continue to remain outstanding and become exercisable in accordance
with the terms of the instrument evidencing such grant.

<PAGE>


     E.  The  Ordinary   Shares  subject  to  any  option   surrendered  for  an
appreciation  distribution pursuant to this Section V shall not be available for
subsequent issuance under the Plan.

                                  ARTICLE THREE

                         AUTOMATIC OPTION GRANT PROGRAM

I.   ELIGIBILITY

     A. Eligible Directors. The individuals eligible to receive automatic option
grants  pursuant to the provisions of this Article Three shall be limited to (i)
those  individuals who are serving as non-employee  Board members on the Initial
Automatic Grant Date, (ii) those  individuals who are first elected or appointed
as non-employee  Board members after the Initial  Automatic Grant Date,  whether
through appointment by the Board or election by the Corporation's  stockholders,
and (iii) those individuals who continue to serve as non-employee  Board members
at  one or  more  Annual  Stockholders  Meetings  held  after  the  Underwriting
Execution Date. In no event, however, may any non-employee Board member who is a
Singapore  resident  participate  in this Automatic  Option Grant  Program.  Any
non-employee  Board member eligible to participate in the Automatic Option Grant
Program  pursuant to the  foregoing  criteria  shall be  designated  an Eligible
Director for purposes of the Plan.

     B.  Limitation.  Except for the option  grants to be made  pursuant  to the
provisions of this Automatic Option Grant Program,  a non-employee  Board member
shall not be entitled to receive any additional option grants or stock issuances
under  this Plan or any other  stock plan of the  Corporation  (or its parent or
subsidiaries) during his or her period of Board service.

II.  TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS

     A. Grant Dates. Option grants shall be made under this Article Three on the
dates specified below:

     1. Initial Grant.

     Each individual  serving as an Eligible  Director on the Initial  Automatic
Grant Date shall automatically be granted on such date a Non-Statutory Option to
purchase  30,000  Ordinary  Shares upon the terms and conditions of this Article
Three.

     Each  individual  who first becomes an Eligible  Director after the Initial
Automatic  Grant  Date,   whether  through   election  by  the  stockholders  or
appointment by the Board,  shall  automatically be granted,  at the time of such
initial  election or  appointment,  a  Non-Statutory  Option to purchase  30,000
Ordinary Shares upon the terms and conditions of this Article Three.

     2. Annual Grant. On the date of each Annual Stockholders Meeting held after
the Underwriting  Execution Date, each individual who is at that time serving as
an Eligible Director,  whether or not such individual is standing for reelection
as a Board  member at that  Annual  Meeting,  shall  automatically  be granted a
Non-Statutory  Option to purchase an additional  6,000* Ordinary Shares upon the
terms and conditions of this Article Three,  provided such individual has served
as a Board member for at least six (6) months.

     B. There  shall be no limit on the  number of such  6,000*  Ordinary  Share
option  grants any one  Eligible  Director may receive over his or her period of
Board  service.  The number of Ordinary  Shares for which the  automatic  option
grants are to be made to each  newly  elected or  continuing  Eligible  Director
shall be subject to periodic adjustment pursuant to the applicable provisions of
Section VI.C. of Article One.

     C. Exercise  Price.  The exercise  price per Ordinary Share subject to each
automatic  option grant made under this  Article  Three shall be  determined  as
follows:

<PAGE>


     - For each automatic option grant made on the Initial Automatic Grant Date,
the exercise  price per  Ordinary  Share shall be equal to the Fair Market Value
per Ordinary Share on such date as shall be determined by the Plan Administrator
after taking into account such factors as the Plan Administrator deems relevant.

     - For all other  automatic  option grants,  the exercise price per Ordinary
Share shall be equal to one hundred  percent (100%) of the Fair Market Value per
Ordinary  Share on the automatic  grant date,  but in no event less than the par
value of such Ordinary Share.

     D. Payment.  The exercise price shall be payable in one of the  alternative
forms specified below:

     1. full payment in cash or check made payable to the  Corporation's  order;
or

     2. to the extent the option is exercised for vested Ordinary  Shares,  full
payment  through  a  sale  and  remittance   procedure  pursuant  to  which  the
non-employee   Board  member  shall  provide  concurrent   irrevocable   written
instructions  (i) to a  Corporation-designated  brokerage  firm  to  effect  the
immediate sale of the purchased  Ordinary  Shares and remit to the  Corporation,
out of the sale proceeds  available on the settlement date,  sufficient funds to
cover the aggregate exercise price payable for the purchased Ordinary Shares and
(ii) to the Corporation to deliver the certificates  for the purchased  Ordinary
Shares   directly  to  such  brokerage  firm  in  order  to  complete  the  sale
transaction.

     E. Option Term.  Each automatic grant under this Article Three shall have a
maximum term of five (5) years measured from the automatic grant date.

     F.  Exercisability.  Each automatic grant shall become  exercisable for the
Ordinary  Shares  subject to that grant in a series of successive  equal monthly
installments upon the Optionee's  completion of each month of Board service over
the  twenty-four  (24) month period  measured from the automatic grant date. The
exercisability  of each such grant shall be subject to  acceleration as provided
in Section II.G and Section III of this  Article  Three.  In no event,  however,
shall any automatic option grant become exercisable for any additional  Ordinary
Shares after the Optionee's cessation of Board service.

     G. Transferability.  Each automatic option grant, together with the limited
stock  appreciation  right  pertaining  to such option,  shall be  assignable or
transferable by the Optionee.  The Optionee shall be required to comply with all
applicable laws in connection with any such transfer or assignment, and the Plan
Administrator  shall  have  the  discretion  to  adopt  such  rules  as it deems
necessary to ensure that any  assignment or transfer is in  compliance  with all
applicable laws.

     H. Termination of Board Service.

     1.  Should  the  Optionee  cease to serve as a Board  member for any reason
(other than death or Permanent  Disability)  while holding one or more automatic
option grants under this Article Three,  then such  individual  shall have a six
(6)-month  period following the date of such cessation of Board service in which
to exercise  each such option for any or all of the option  shares for which the
option is exercisable at the time of such cessation of Board service.  Each such
option shall immediately terminate and cease to remain outstanding,  at the time
of the Optionee's cessation of Board service,  with respect to any option shares
for which the option is not otherwise at that time exercisable.

     2. Should the Optionee  die within six (6) months after  cessation of Board
service,  then any  automatic  option  grant held by the Optionee at the time of
death may  subsequently  be  exercised,  for any or all of the option shares for
which the option is exercisable at the time of the Optionee's cessation of Board
service (less any option shares subsequently  purchased by the Optionee prior to
death), by the personal representative of the Optionee's estate or by the person
or persons to whom the option is transferred  pursuant to the Optionee's will or
in accordance with the laws of descent and  distribution.  The right to exercise
each such option shall lapse upon the expiration of the twelve (12)-month period
measured from the date of the Optionee's death.

<PAGE>


     3. Should the Optionee die or become Permanently  Disabled while serving as
a Board member,  then each  automatic  option grant held by such Optionee  under
this Article Three shall  immediately  become  exercisable  for all the Ordinary
Shares subject to that option,  and the Optionee (or the  representative  of the
Optionee's  estate or the person or  persons  to whom the option is  transferred
upon the Optionee's  death) shall have a twelve  (12)-month period following the
date of the  Optionee's  cessation  of Board  service in which to exercise  such
option for any or all of those Ordinary Shares as fully-vested shares.

     4. In no event shall any  automatic  grant under this Article  Three remain
exercisable after the expiration date of the five (5)-year option term. Upon the
expiration of the applicable post-service exercise period under subparagraphs 1.
through 3. above or (if earlier) upon the expiration of the five (5)-year option
term, the automatic  grant shall  terminate and cease to be outstanding  for any
option shares for which the option was exercisable at the time of the Optionee's
cessation  of  Board  service  but for  which  such  option  was  not  otherwise
exercised.

     I. Stockholder  Rights.  The holder of an automatic option grant under this
Article Three shall have none of the rights of a stockholder with respect to the
Ordinary  Shares  subject  to such  option  until  such  individual  shall  have
exercised  the option and paid the  exercise  price for the  purchased  Ordinary
Shares.

     J. Remaining  Terms.  The remaining  terms and conditions of each automatic
option grant shall be as set forth in the form Automatic Stock Option  Agreement
attached as Exhibit A.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER

     A. In the  event of any  Corporate  Transaction,  each  option  at the time
outstanding under this Article Three but not otherwise fully exercisable  shall,
immediately prior to the specified effective date for the Corporate Transaction,
automatically  accelerate and become fully  exercisable  for all of the Ordinary
Shares at the time  subject to that option and may be  exercised  for all or any
portion of those shares as fully vested Ordinary Shares.  Immediately  following
the consummation of the Corporate Transaction, all automatic option grants under
this Article Three shall terminate and cease to remain outstanding.

     B. In connection with any Change in Control of the Corporation, each option
at the time  outstanding  under  this  Article  Three  but not  otherwise  fully
exercisable  shall,  immediately  prior to the specified  effective date for the
Change in Control, automatically accelerate and become fully exercisable for all
of the  Ordinary  Shares at the time subject to that option and may be exercised
for all or any portion of those shares as fully  vested  Ordinary  Shares.  Each
such  option  shall  remain  so  exercisable  for the  option  shares  until the
expiration or sooner termination of the option term.

     C. Upon the  occurrence of a Hostile  Take-Over,  the Optionee shall have a
thirty (30)-day period in which to surrender to the Corporation each option held
by him or her under this Article  Three for a period of at least six (6) months.
The  Optionee  shall in  return  be  entitled  to a cash  distribution  from the
Corporation  in an amount equal to the excess of (i) the Take-Over  Price of the
Ordinary  Shares at the time subject to the  surrendered  option (whether or not
the option is otherwise at the time  exercisable for those Ordinary Shares) over
(ii) the aggregate  exercise price payable for such Ordinary  Shares.  Such cash
distribution  shall be paid within five (5) days  following the surrender of the
option to the Corporation.  Neither the approval of the Plan  Administrator  nor
the  consent of the Board  shall be  required  in  connection  with such  option
surrender  and cash  distribution.  The Ordinary  Shares  subject to each option
surrendered in connection with the Hostile  Take-Over shall not be available for
subsequent issuance under the Plan.

     D. The automatic option grants  outstanding  under this Article Three shall
in no way affect the right of the Corporation to adjust, reclassify,  reorganize
or otherwise change its capital or business structure or to merge,  consolidate,
dissolve,  liquidate  or sell or  transfer  all or any part of its  business  or
assets.



<PAGE>

IV.  AMENDMENT OF THE AUTOMATIC GRANT PROVISIONS


     A.  Limited  Amendments.  The  provisions  of this  Automatic  Option Grant
Program,  together  with the  automatic  option  grants  outstanding  under this
Article Three,  may not be amended at intervals more  frequently than once every
six (6) months,  other than to the extent  necessary  to comply with  applicable
U.S. income tax laws and regulations.

                                  ARTICLE FOUR

                                  MISCELLANEOUS

I.   LOANS OR INSTALLMENT PAYMENTS

     A. The  Plan  Administrator  may,  in its  discretion  but  subject  to any
prohibition  imposed by any applicable laws, assist any Optionee,  to the extent
such  Optionee is an Employee  (including an Optionee or  Participant  who is an
officer  of the  Corporation),  in the  exercise  of one or more  stock  options
granted to such Optionee under the Discretionary Option Grant Program, including
the  satisfaction  of any  Federal,  state and local income and  employment  tax
obligations  arising therefrom,  by (i) authorizing the extension of a loan from
the  Corporation  to such  Optionee or (ii)  permitting  the Optionee to pay the
exercise price for the purchased shares in installments  over a period of years.
The terms of any loan or installment  method of payment  (including the interest
rate and terms of repayment) shall be upon such terms as the Plan  Administrator
specifies in the  applicable  option  agreement or otherwise  deems  appropriate
under the circumstances. Loans or installment payments may be authorized with or
without  security or collateral.  However,  the maximum credit  available to the
Optionee may not exceed the exercise price of the acquired Ordinary Shares (less
the par value of such  shares)  plus any  Federal,  state and local  income  and
employment  tax  liability  incurred  by the  Optionee  in  connection  with the
acquisition of the Ordinary Shares.

     B. The Plan Administrator may, in its absolute  discretion,  determine that
one or more loans  extended  under this  financial  assistance  program shall be
subject to  forgiveness  by the  Corporation in whole or in part upon such terms
and conditions as the Plan Administrator may deem appropriate.

     C. All financial  assistance  provided under this Section I of Article Four
shall be  effected  in  compliance  with the  applicable  provisions  of Section
76(9)(b)  of the  Companies  Act,  Chapter  50 of  Singapore  (or any  successor
statutory provision).

II.  AMENDMENT OF THE PLAN AND AWARDS

     A. The Board has complete  and  exclusive  power and  authority to amend or
modify the Plan (or any  component  thereof) in any or all respects  whatsoever.
However, (i) no such amendment or modification shall adversely affect rights and
obligations  with  respect to options  at the time  outstanding  under the Plan,
unless the Optionee  consents to such amendment,  and (ii) any amendment made to
the Automatic Option Grant Program (or any options outstanding thereunder) shall
be in  compliance  with the  limitation  of  Section  IV of  Article  Three.  In
addition,  the  Board  may  not,  without  the  approval  of  the  Corporation's
stockholders,  amend the Plan to (i)  materially  increase the maximum number of
Ordinary  Shares  issuable  under the Plan or the number of Ordinary  Shares for
which options may be granted per  newly-elected or continuing  Eligible Director
under  Article  Three of the Plan or the maximum  number of Ordinary  Shares for
which any one individual  participating in the Plan may be granted stock options
over the term of the Plan,  except for  permissible  adjustments  under  Section
VI.C. of Article One, (ii) materially  modify the eligibility  requirements  for
plan  participation or (iii) materially  increase the benefits  accruing to plan
participants.

     B.  Options  to  purchase   Ordinary   Shares  may  be  granted  under  the
Discretionary Option Grant Program which are in excess of the number of Ordinary
Shares then available for issuance under the Plan. However, no such option shall
become exercisable in whole or in part for the excess Ordinary Shares subject to
that option until stockholder  approval is obtained for a sufficient increase in
the number of Ordinary  Shares  available  for issuance  under the Plan. If such
stockholder  approval is not obtained  within  twelve (12) months after the date
the

<PAGE>


first such excess option grants are made,  then such options shall terminate and
cease to be  exercisable  with respect to the excess number of Ordinary  Shares,
and no further option grants shall be made under the Plan.

III. TAX WITHHOLDING

     The  Corporation's  obligation to deliver Ordinary Shares upon the exercise
of stock  options  for  such  shares  under  the Plan  shall be  subject  to the
satisfaction   of  all  applicable   income  and   employment  tax   withholding
requirements.

IV.  EFFECTIVE DATE AND TERM OF PLAN

     A. This Plan became effective when adopted by the Board and approved by the
stockholders  in 1993. On June 8, 1995,  the Board  approved an amendment to the
Plan to (i) increase the aggregate  number of Ordinary  Shares issuable over the
term thereof from 1,800,000*  shares to 3,000,000*  shares and (ii) increase the
number of Ordinary Shares for which options may be granted to any one individual
from 600,000*  shares to 1,000,000*  shares.  The  shareholders  approved  those
amendments at the 1995 Annual Meeting.

     B. In June 1996,  the Board  amended the Plan to (i) increase the aggregate
number of  Ordinary  Shares  issuable  over the term of the Plan from  1,500,000
Ordinary Shares to 2,000,000  Ordinary Shares.  The  stockholders  approved such
amendment at the 1996 Annual Meeting.

     C. On  August  15,  1996,  the  Board  amended  and  restated  the  Plan to
authorize,  among other things, the separate but concurrent  jurisdiction of the
Discretionary  Option  Grant  Program by the Primary  Committee  and one or more
Secondary  Committees of the Board,  with the Primary Committee to have the sole
authority to administer such program with respect to Section 16 Insiders.

     D. In  September  1997,  the Board  approved  an  amendment  to the Plan to
increase the aggregate  number of Ordinary Shares issuable over the term thereof
from 4,000,000* to 5,200,000* shares. The shareholders approved those amendments
at the 1997 Annual Meeting.

     E. In August 1998,  the Board approved an amendment to the Plan to increase
the  aggregate  number of Ordinary  Shares  issuable  over the term thereof from
5,200,000* to 7,200,000* shares. The shareholders approved this amendment at the
1998 Annual Meeting.

     F. In July 1999,  the Board  approved an  amendment to the Plan to increase
the aggregate  number of Ordinary Shares issuable over the term of the Plan from
7,200,000* Ordinary Shares to 8,200,000* Ordinary Shares. Such share increase is
subject to stockholder  approval at the 1999 Annual Meeting.  Should stockholder
approval not be  obtained,  then the  1,000,000*-share  increase to the Ordinary
Share reserve  shall not be  implemented,  and any stock options  granted on the
basis of that  1,000,000*-share  increase shall  immediately  terminate  without
becoming  exercisable for the Ordinary  Shares subject to those options,  and no
additional options will be granted on the basis of such share increase.

     G. The Plan shall  terminate  upon the earlier of (i)  November 30, 2003 or
(ii) the date on which all Ordinary Shares available for issuance under the Plan
shall have been issued or  cancelled  pursuant  to the  exercise,  surrender  or
cash-out of the options  granted under the Plan. If the date of  termination  is
determined  under clause (i) above,  then all option grants  outstanding on such
date shall  thereafter  continue to have force and effect in accordance with the
provisions of the instruments evidencing such grants.

V.   USE OF PROCEEDS

     Any cash  proceeds  received by the  Corporation  from the sale of Ordinary
Shares  pursuant  to  option  grants  under the Plan  shall be used for  general
corporate purposes.

<PAGE>


VI.  REGULATORY APPROVALS

     A. The  implementation  of the Plan,  the  granting of any stock  option or
stock  appreciation  right under the Plan,  the issuance of any Ordinary  Shares
upon the exercise or surrender of the stock options or stock appreciation rights
granted  hereunder  shall be subject  to the  Corporation's  procurement  of all
approvals and permits  required by regulatory  authorities  having  jurisdiction
over the Plan, the stock options and stock appreciation  rights granted under it
and the Ordinary Shares issued pursuant to it.

     B. No  Ordinary  Shares or other  assets or  securities  shall be issued or
delivered under this Plan unless and until there shall have been compliance with
(i) all applicable requirements of U.S. and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the Ordinary
Shares issuable under the Plan, (ii) all applicable listing  requirements of any
securities exchange on which the Ordinary Shares are then listed for trading and
(iii) all applicable requirements of Singapore law.

VII. NO EMPLOYMENT/SERVICE RIGHTS

     Neither the action of the  Corporation  in  establishing  the Plan, nor any
action taken by the Plan Administrator  hereunder, nor any provision of the Plan
shall be  construed  so as to grant  any  individual  the right to remain in the
Service of the  Corporation  (or any parent or subsidiary  corporation)  for any
period of specific  duration,  and the  Corporation (or any parent or subsidiary
corporation  retaining  the  services of such  individual)  may  terminate  such
individual's Service at any time and for any reason, with or without cause.

VIII. MISCELLANEOUS PROVISIONS

     A. Except to the extent otherwise expressly provided in the Plan, the right
to acquire  Ordinary Shares or other assets or securities under the Plan may not
be assigned, encumbered or otherwise transferred by any Optionee.

     B. The provisions of the Plan shall inure to the benefit of, and be binding
upon,  the  Corporation  and its  successors  or assigns,  whether by  Corporate
Transaction  or  otherwise,  and  the  Participants  and  Optionees,  the  legal
representatives of their respective estates,  their respective heirs or legatees
and their permitted assignees.

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