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                              COMPLETEL EUROPE N.V.

                             2000 STOCK OPTION PLAN

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<PAGE>


                                       CompleTel NV
INTRODUCTION

The following represents the stock option plan (the "Plan") of CompleTel Europe
N.V., a company incorporated under the laws of the Netherlands, having its seat
(statutaire zetel) at Amsterdam and its registered address at Drentestraat 24,
1083 HK Amsterdam, The Netherlands, registered with the Amsterdam Chamber of
Commerce under number 34108119 and its principal place of offices at Washington
Plaza Immeuble Artois, 44 rue Washington, 750009 Paris CEDEX 08, France (the
"Company"), as adopted on December 10, 1999.

ARTICLE 1. - Definitions

For the purposes of this Plan,

         (i)      "Affiliated Company" means (a) a company in which the Company
                  directly or indirectly owns a majority of the shares of stock
                  or other capital interest of that company, (b) a company that
                  directly or indirectly owns a majority of the shares of stock
                  or other capital interest of the Company, or (c) a company in
                  which CompleTel LLC, a limited liability company formed under
                  the laws of the State of Delaware, United States of America,
                  directly or indirectly owns 100% of the shares of stock or
                  other capital interest.

         (ii)     "Board of Directors" means the board of management of the
                  Company, or such other body that serves as the Company's
                  governing body, with ultimate authority over the management
                  and control of the Company.

         (iii)    "Employee" means any member of the board of management in
                  their capacity as beneficiaries under the Plan and any
                  employee of a Group Company.

         (iv)     "Group Company" means the Company or one of its Affiliated
                  Companies.

         (v)      "Option" means a right to subscribe for or purchase Shares
                  pursuant to this Plan.

         (vi)     "Option Date" means in relation to any Options, the date on
                  which the Options are, were or are to be granted.

         (vii)    "Option Term" means the period during which an Option is
                  exercisable, which shall be established by the Board of
                  Directors or the Company's shareholder pursuant to Article
                  5.5.

         (vii)    "Shares" means the ordinary shares in the capital of the
                  Company.



<PAGE>


ARTICLE 2. - Granting of Options

         2.1 The Company may grant Options to Employees upon the approval of the
Board of Directors. No Option shall be granted to an Employee unless the
Employee and the Company or Affiliated Company, as the case may be, have entered
into an employment agreement that specifies the terms and conditions of the
Employee's performance of services for the Company or Affiliated Company and is
in full force and effect on the date the Option is granted to the Employee.

         2.2 The total number of Shares with respect to which Options may be
granted pursuant to this Plan shall be 526,835 of three Guilder cents (NLG 0.03)
each. Shares issued or issuable upon exercise of Options shall be applied to
reduce the maximum number of Shares available for use under the Plan. Shares
underlying expired or terminated and unexercised Options are available for
reissue for grant of Options under this Plan.

         2.3 In case any of the events mentioned in Article 4.2 occurs, the
Board of Directors will adjust the maximum number of Shares under Article 2.2
accordingly.

         2.4 Options granted pursuant to this Plan shall be evidenced by an
Option agreement signed by the Employee to indicate his or her acceptance of its
terms. The agreement shall state the Option Date, the number of Shares subject
to the Option, any vesting provisions, the Option Price, and any exercise time
or performance requirement or other requirements not inconsistent with the terms
of this Plan imposed by the Board of Directors. Subject to the preceding
sentence, the Option agreement shall be in such form as the Board of Directors
shall prescribe from time to time; provided however, that the Board of Directors
may determine that the grantees shall be notified of the grant of Options, with
the notice specifying the terms and conditions described in this Article 2.4 and
such other terms and conditions as the Company's shareholder, if required by
applicable law, or the Board of Directors determines shall be applicable to an
Option grant.

ARTICLE 3. - Option Terms

         The Board of Directors shall have the discretion and authority to grant
Options with such terms, which may be different from the general terms set forth
in this Plan, as provided in an Appendix to the Plan or as the Board of
Directors determines to be necessary or appropriate in order to comply with the
laws of the country in which the Employee resides or is employed or for whatever
reason. The Board of Directors may delegate its authority under this Plan to a
subcommittee of the Board of Directors and such other individuals as the Board
of Directors may appoint to serve on the subcommittee. The power and authority
delegated to the subcommittee shall be subject to such restrictions and
conditions as the Board of Directors, in its sole discretion, may impose. The
delegation shall be as broad or as narrow as the Board of Directors shall
determine. However, if the law of the country in which the Employee resides or
works requires that Options be granted by the Board of Directors, then Options
granted to Employees living or working in that country shall be granted only by
the Board of Directors and there shall be no delegation of authority by the
Board of Directors with respect to such Options.

ARTICLE 4. - Option Price

         4.1 The price to be paid to acquire the Shares ("the Option Price")
will be at least equal to the fair market price of the Shares at the date of the
grant. Fair market value shall be determined (a) in accordance with Article 8.2
or (b) if such laws are applicable to this Plan and are mandatory, under the
laws of the country in which the Employee to whom the Option is granted works or
resides.

         4.2      If after the Option date one of the following events occurs:

                  C        a split of the Shares in Shares with a lower value;
                  C        a repayment of capital on the Shares;
                  C        the issue of shares in the capital of the Company out
                           of the retained earnings or the capital surplus
                           account;
|X|      a recapitalization, spinoff or other dilutive change in the Company's
         capital structure;

then the Option Price and/or the number of the Shares with respect to which
Options have been granted will be adjusted if reasonably necessary, in such a
way that the intrinsic value of the Options immediately after the
above-mentioned occasions is equal to the intrinsic value of the Options
immediately before such occasion.

         The Company will inform the Employee in writing of any adjustment of
the Option Price and/or the number of the Shares with respect to which Options
have been granted.

ARTICLE 5. - Exercise and Non-transferability

         5.1 Options may only be exercised by the Employee, or if the Employee
shall become permanently disabled or has deceased, by the administrator of the
Employee's estate or his or her heirs (hereinafter jointly and severally
referred to as the "Legal Successors").

         5.2      Options may be exercised in full or in part.

         5.3 Options will be exercised via written notice from the Employee or
the Legal Successors to the Company. Any such notice will state the number of
Shares to be acquired pursuant to such exercise.

         5.4 An Option granted to an Employee shall not be transferable by the
Employee other than by will or the laws of descent and distribution. An Option
granted to an Employee shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process.

         5.5 At the time an Option is granted, the Board of Directors or , if
required by the law of country in which the Employee works or resides, the
Company's shareholder shall determine the length of the Option Term; provided
however, that the Option Term must end, in all cases, not more than ten years
from the date the Option is granted. The Option Agreement, if applicable, shall
also set forth any installment or other restrictions on exercise of the Option
during such period, if any, as may be determined by the Board of Directors. Each
Option shall become exercisable and unconditional at such times or upon such
events, as determined by the Board of Directors and as specified in the Option
Agreement or in an Appendix to the Plan. An Option may be exercised only during
the Option Term, except as provided in Article 7, and at such times as it has
become exercisable and unconditional.

ARTICLE 6. - Delivery of Shares and Related Matters

         6.1 Within seven days after the exercise of an Option, the Company will
transfer the number of Shares in respect of which the Option is exercised
against payment in full of the Option Price. However, the Company shall not be
obligated to transfer any Shares unless the Employee has made arrangements
satisfactory to the Company to satisfy all withholding requirements.

         6.2      The Employee and the Legal Successors shall not bear any
transaction costs related to the obtaining Shares.

         6.3 Unless provided otherwise in the option agreement between the
Company and the Employee or in an Appendix to this Plan reflecting the
applicable and mandatory the laws of the jurisdiction in which the Employee
works or resides, the Shares acquired pursuant to the exercise of an Option
shall not be transferred or disposed of in any manner for six months from the
date the Shares are acquired.

ARTICLE 7. - Consequences of Termination of Employment

         7.1 If the Employee is no longer employed by a Group Company because of
retirement, early retirement, permanent disability or death, the unexercised
Options (if any) will expire one year after the date of such termination, or at
the end of the Option Term, whichever is earlier; it being understood that in
the case of the death of an employee, the expiration shall never be earlier than
6 months after the date of death. Such unexercised Options may be exercised only
to the extent that they were vested, exercisable, and unconditional on the date
of termination of employment or the date of death, as applicable.

         7.2 If the Employee is dismissed by the Company because of a so-called
"urgent reason" ("dringende redenen") under Dutch law or similar reason under
the laws of the jurisdiction in which the Employee is employed, or because of
documented and material non-performance by the Employee, then all Options shall
expire immediately and without notice.

         7.3 If the Employee is no longer employed within a Group Company for a
reason other than those referred to in Article 7.1 or 7.2 (or in case of a
dispute, it is determined that the Company's claim on the application of Article
7.2 was not justified), any unexercised Options will expire 30 days after the
termination of employment, or at the end of the Option Term, whichever is
earlier. Such unexercised Options may be exercised only to the extent that they
were vested, exercisable, and unconditional on the date of the termination of
employment.

         7.4 For the benefit of the Employee concerned, at the time an Option is
granted,the Board of Directors may decide to deviate from the provisions under
Article 7.

ARTICLE 8. - Fair Market Value of the Shares

         8.1      All sections of Article 8 will only apply if the Shares are
not listed on a stock exchange.

         8.2 Unless it is required under the laws of the country in which the
Employee to whom the Option is granted works or resides to determine fair market
value by another method, the fair market value as referred to in this Article
shall be determined by the Board of Directors according to procedures
established by the Board of Directors. It is anticipated that the procedures
will include the manner in which a professional advisor may be engaged by the
Board of Directors in its sole discretion in order to verify the valuation and
the manner in which a disagreement between an Employee and the Company regarding
the fair market value will be settled, including an objective mechanism
involving a professional advisor not involved in the first determination
verifying whether or not the determination of the fair market value by the Board
of Directors is reasonable.

         To avoid excessive administration, the fair market value under this
Article 8 will be established no more frequently than once every six months
using the then current valuation methodology, and the most recent prior
valuation shall be deemed to be the fair market value at the relevant date. If
there has been an event which in the sole discretion of the Board of Directors
is likely to have a material effect on the fair market value then a new
valuation may be carried out.

ARTICLE 9. - Taxes and Social Security Premiums; Withholding

         9.1 In accordance with the laws of the jurisdiction in which the
Employee works or resides, the Company or any Affiliated Company shall be
entitled to withhold, and the Employee shall be obliged to pay, the amount of
any tax, social security contributions, or any other charges attributable to or
payable in connection with the grant, vesting or exercise of any Option.

         9.2 The Board of Directors may establish appropriate procedures to
provide for any such payment and to ensure that the Company or the Affiliated
Company receives advice concerning the occurrence of any event that may create,
or affect the timing or amount of, any obligation to pay or withhold any such
taxes or social security contributions or which may make available to the
Company or such Affiliated Company any tax deduction resulting from the
occurrence of such an event.

         9.3 The Company or any Affiliated Company may, by notice to the
Employee and subject to such rules as the Board of Directors may adopt, require
that the Employee pay at the time of exercise of any Option an amount estimated
by the Company or any Affiliated Company to cover all or a portion of the tax
and/or employee's social security or other contributions payable in connection
with the grant, vesting or exercise of any Option. Alternatively, the Company or
any Affiliated Company may deduct from salary or other sums payable to the
Employee at any time after the exercise of an Option such amounts as may be
necessary to cover tax and/or employee's social security or other contributions
payable in connection with the grant, vesting or exercise of the Option to the
extent that such deductions are permitted under applicable law.

         9.4 Any tax or social security or other contributions payable by the
Employee or his Legal Successors with respect to the granting, maintaining or
the exercising of the Options or the sale of the Shares is for the account of
the Employee or his Legal Successors, respectively.

         9.5 If (part of) the Options are not exercised, any tax and/or social
security premiums paid will not be refunded or compensated by the Company.

         9.6 The Company's obligation to transfer any Shares upon exercise of an
Option are subject to the Employee's satisfaction of all withholding obligations
attributable to the grant, vesting, or exercise of any Option.

ARTICLE 10. - Merger and Take-over

         10.1 In case of change of control (or ownership) of 50 percent or more
of the Shares of the Company or merger of the Company with another enterprise to
which the Shares in the Company have to be surrendered in exchange for the issue
of other shares or in case of 50 percent or more of the Shares in the Company
are taken over (collectively, a "Change of Control"), the Company may make
provision for such disposition or adjustment of the Options as the Board of
Directors determines, in its sole discretion, to be equitable.

         Furthermore, should an Employee be dismissed after a Change of Control,
other than for "urgent reasons" ("dringende redenen"), Article 7.3 shall not be
applicable to such Employee for any Options still held by such Employee, it also
being understood that the Employee concerned shall have a one year period from
the effective date of termination of the employment (or the end of the Option
Term, whichever comes earlier) to exercise the Options concerned.

         10.2 In the case of a merger or other reorganization in which the
Company is not the surviving entity, the Board of Directors may require holders
of Options to exchange their Options for new options under the new merged
entity's stock option plan, provided always that such new options will be at
least equivalent in value to the Options, or may provide for such other
adjustment to the Options that the Board of Directors, in its sole discretion,
deems equitable.

         10.3 In the case of any event described in section 10.1 or section
10.2, the Board of Directors may, in its sole discretion, cause any or all
outstanding Options to become fully vested at the time or times designated by
the Board of Directors.

ARTICLE 11. - Employment

         Neither the grant of the Options nor this Plan itself or any provision
therein shall be interpreted as an obligation of the Company or an Affiliated
Company to employ the Employee for a certain period of time or to guarantee him
a certain salary or position.

ARTICLE 12. - Insider Trading Rules

         By accepting the Options, the Employee agrees to adhere to the insider
trading rules to be issued by the Company.

ARTICLE 13. - Notices

         13.1 Notices pursuant to this Plan to be submitted by the Company to
the Employee, shall be deemed to be addressed correctly if they have been sent
to the address of the Employee as known by the personnel department of the Group
Company concerned.

         13.2 Notices pursuant to this Plan to be submitted by the Employee to
the Company, shall be deemed to be addressed correctly if they have been sent to
the address of the Company as known with the Chamber of Commerce in Amsterdam,
with a copy to the Controller of the Company at Washington Plaza Immeuble
Artois, 44 rue Washington, 750009 Paris CEDEX 08, France.

ARTICLE 14. - Amendment and Termination

         The Board of Directors may at any time terminate, and at any time and
from time to time may amend or modify, the Plan. No amendment, modification or
termination of the Plan shall in any manner adversely affect any Options,
theretofore granted under the Plan, without the consent of the Employee holding
such Options.

ARTICLE 15. - Choice of Law and Jurisdiction

         This Plan will be governed by Netherlands law. All disputes arising in
connection with this Plan, except for disputes arising under article 8.2, shall
be brought before the competent court in the district of Amsterdam.


<PAGE>


                                   APPENDIX A

          Grants to Employees Resident in France (French Option Grants)
          -------------------------------------------------------------


Options granted to Employees who are resident in France shall be granted under
the rules in this Appendix

Such Options shall be designated "French Options" in the applicable Option
Agreement.

Except as set forth in this Appendix, Options granted under this Appendix shall
be deemed to have been granted under the Plan as if the same had been
incorporated into this Appendix.

The following provisions shall apply in addition to or in substitution for, as
the case may be, the provisions contained in the body of the Plan.

Option Price:

Article 4 shall be amended by the insertion of the following:

         "If the shares are listed on a stock exchange, fair market value shall
         be equal to or higher than the highest of the two following limits: (i)
         80% of the average quotation price for the last 20 days of the stock
         market trading preceding the day the Option is granted or (ii) 80% of
         the average purchase price of the shares that are held by the Company
         in view of the attribution to the beneficiaries of the Option. If the
         shares are not listed on a stock exchange, the fair market value shall
         be calculated on the basis of the guidelines set by the Company's
         shareholder, based on the report of the statutory auditors."

Article 4.2 of the Plan shall be deleted and replaced by the following:

         "If after the Option date one of the following events occurs:

o        a reduction of share capital necessary under French law when the
         company's equity is reduced to less than half the share capital;

o        a capital increase by capitalization of retained earnings, profits, or
         issue premium;

o        a capital increase in cash;

o        a free distribution of shares and/or retained earnings, either in cash
         or in securities;

o        the issue of convertible bonds or exchangeable bonds, or bonds with
         subscription rights attached;

o        the issue of preferred shares without voting rights;

o        the Company is listed on a regulated market and has purchased its own
         Shares at a purchase price that is higher than the list price of the
         Shares;


         then the Option Price will be adjusted in compliance with French law
         and regulations; moreover, in order to permit the Employee to invest,
         at the time of the exercise of the Options, an amount that is equal to
         the amount that was contemplated at the time when he accepted the
         Option, the number of Shares with respect to which the Option has been
         granted will be adjusted in a manner whereby the total amount of the
         purchase by the Employee of such Shares will remain the same."

Granting of Options:

Article 2 of the Plan shall be amended by the insertion of the following:

         "Options may be granted only to Employees under this Appendix provided,
         however, that directors who are also Employees of the Company or
         Affiliated Company may be granted Options."

Option Term:

Article 5.5 of the Plan shall be amended by the insertion of the following:

         "An Option may be exercised for a period of ten years after the date it
         is granted, to the extent the Option has become unconditional and
         exercisable."

Restriction on Sale:

Article 6.3 of the Plan shall be amended by the insertion of the following:

         "The Shares acquired pursuant to the exercise of an Option shall not be
         transferred or disposed of in any manner prior to the fifth (5th )
         anniversary following the allocation of Options."

Vesting and Exercisability:

An Option shall not be vested or exercisable for two years after the date of
grant (allocation) of the Option. The Option shall become vested and exercisable
beginning on the third anniversary of the date of grant (allocation) if the
Employee is employed on each vesting date and has been employed continuously by
a Group Company since the date of grant (allocation), according to the following
schedule:

 ---------------------- ------------------------------------
 Anniversary of Date    Percentage of Shares Becoming
 of Grant               Vested and Exercisable on Each Date

 ---------------------- ------------------------------------
 ---------------------- ------------------------------------
 First                  0%
 ---------------------- ------------------------------------
 ---------------------- ------------------------------------
 Second                 0%
 ---------------------- ------------------------------------
 ---------------------- ------------------------------------
 Third                  60%
 ---------------------- ------------------------------------
 ---------------------- ------------------------------------
 Fourth                 20%
 ---------------------- ------------------------------------
 ---------------------- ------------------------------------
 Fifth                  20%
 ---------------------- ------------------------------------

An Option shall not be vested and exercisable as to any shares as to which the
vesting requirement specified above has not been satisfied, regardless of the
circumstances under which the Employee's employment shall be terminated. Except
as provided in Article 7 of the Plan, the number of shares as to which the
Option may be exercised shall be cumulative, so that once the Option shall
become vested and exercisable as to any shares, it shall continue to be
exercisable and exercisable as to such shares, until expiration or termination
of the Option. If at any time the number of shares that are vested and
exercisable includes a fractional share, the number of shares as to which the
Option shall actually be vested and exercisable shall be rounded down to the
next whole share.


<PAGE>


                                   APPENDIX B

        Grants to Employees Resident in the United Kingdom (U.K. Options)
        -----------------------------------------------------------------


NOTE: This Appendix applies to grants under an "approved" plan. Until the shares
are listed, the plan cannot be an "approved " plan. Provided however, that the
rules under "Vesting and Exercisability" at the end of this Appendix shall apply
to Options granted before the Plan is an "approved" plan.

When the plan is an "approved" plan, Options granted to Employees who are
resident in the United Kingdom shall be granted under the rules in this
Appendix. Provided however, that the rules under "Vesting and Exercisability" at
the end of this Appendix shall apply to Options granted before the Plan is an
"approved" plan.

Such Options shall be designated "U.K. Options" in the applicable Option
Agreement.

Except as set forth in this Appendix, Options granted under this Appendix shall
be deemed to have been granted under the Plan as if the same had been
incorporated into this Appendix.

The following provisions shall apply in addition to or in substitution for, as
the case may be, the provisions contained in the body of the Plan.

Option Price:

Article 4 shall be amended by the insertion of the following:

         "An Employee shall not be granted an Option that would cause the fair
         market value of the Shares subject to the Option to exceed the amount
         permitted under paragraph 28(1) of Schedule to the United Kingdom
         Income and Corporation Taxes Act 1988 (currently (pound)30,000). When
         determining whether this amount has been reached, the market value of
         Shares subject to the Option that is to be granted to the Employee
         shall be included as well as the market value of Shares that the
         Employee may acquire upon exercising Options under the Plan or any
         other Inland Revenue approved scheme established by the Company or by
         any Affiliated Company."

Article 4 shall be amended by the insertion of the following:

         "The Board of Directors shall obtain the approval of the Inland Revenue
         before making any adjustment under Article 4.2."

Exercise of Option:

Article 5.5 shall be amended by the insertion of the following:

         "Each Option shall become exercisable and unconditional three years
         following the date of grant."

To the extent that this Appendix B provides otherwise with respect to vesting
and exercisability of the Option, the provisions of this Appendix B shall
control.

Amendment and Termination:

Article 14 shall be amended by the insertion of the following:

"If the Inland Revenue approved status of the Plan is to be maintained, no
amendment or alteration of the Plan made after it has been approved under the
provisions of Parts I, II and IV of Schedule 9 to the United Kingdom Income and
Corporations Act of 1988 will have effect until such amendment has been approved
by the Inland Revenue if such amendment or alteration requires the approval of
the Inland Revenue.

Vesting and Exercisability:

An Option shall not be vested or exercisable for one year after the date of
grant (allocation) of the Option. The Option shall become vested and exercisable
beginning on the first anniversary of the date of grant (allocation) if the
Employee is employed on each vesting date and has been employed continuously by
a Group Company since the date of grant (allocation), according to the following
schedule:

 ---------------------- ------------------------------------
 Anniversary of Date    Percentage of Shares Becoming
 of Grant               Vested and Exercisable on Each Date

 ---------------------- ------------------------------------
 ---------------------- ------------------------------------
 First                  25%
 ---------------------- ------------------------------------
 ---------------------- ------------------------------------
 Second                 25%
 ---------------------- ------------------------------------
 ---------------------- ------------------------------------
 Third                  25%
 ---------------------- ------------------------------------
 ---------------------- ------------------------------------
 Fourth                 25%
 ---------------------- ------------------------------------

An Option shall not be vested and exercisable as to any shares as to which the
vesting requirement specified above has not been satisfied, regardless of the
circumstances under which the Employee's employment shall be terminated. Except
as provided in Article 7 of the Plan, the number of shares as to which the
Option may be exercised shall be cumulative, so that once the Option shall
become vested and exercisable as to any shares, it shall continue to be
exercisable and exercisable as to such shares, until expiration or termination
of the Option. If at any time the number of shares that are vested and
exercisable includes a fractional share, the number of shares as to which the
Option shall actually be vested and exercisable shall be rounded down to the
next whole share.


<PAGE>


                                   APPENDIX C

            Grants to Employees Resident in Germany (German Options)

Options granted to Employees who are resident in Germany shall be granted under
the rules in this Appendix.

Such Options shall be designated "German Options" in the applicable Option
Agreement.

Except as set forth in this Appendix, Options granted under this Appendix shall
be deemed to have been granted under the Plan as if the same had been
incorporated into this Appendix.

The following provisions shall apply in addition to or in substitution for, as
the case may be, the provisions contained in the body of the Plan.

Delivery of Shares:

Article 6.3 shall be amended by the addition of the following:

Shares acquired pursuant to the exercise of a German Option shall not be
transferred or disposed of in any manner for twelve months from the date the
Shares are acquired.

Vesting and Exercisability:

An Option shall not be vested or exercisable for one year after the date of
grant (allocation) of the Option. The Option shall become vested and exercisable
beginning on the first anniversary of the date of grant (allocation) if the
Employee is employed on each vesting date and has been employed continuously by
a Group Company since the date of grant (allocation), according to the following
schedule:

  ---------------------- ------------------------------------
  Anniversary of Date    Percentage of Shares Becoming
  of Grant               Vested and Exercisable on Each Date

  ---------------------- ------------------------------------
  ---------------------- ------------------------------------
  First                  25%
  ---------------------- ------------------------------------
  ---------------------- ------------------------------------
  Second                 25%
  ---------------------- ------------------------------------
  ---------------------- ------------------------------------
  Third                  25%
  ---------------------- ------------------------------------
  ---------------------- ------------------------------------
  Fourth                 25%
  ---------------------- ------------------------------------

An Option shall not be vested and exercisable as to any shares as to which the
vesting requirement specified above has not been satisfied, regardless of the
circumstances under which the Employee's employment shall be terminated. Except
as provided in Article 7 of the Plan, the number of shares as to which the
Option may be exercised shall be cumulative, so that once the Option shall
become vested and exercisable as to any shares, it shall continue to be
exercisable and exercisable as to such shares, until expiration or termination
of the Option. If at any time the number of shares that are vested and
exercisable includes a fractional share, the number of shares as to which the
Option shall actually be vested and exercisable shall be rounded down to the
next whole share.


<PAGE>


                                   APPENDIX D

         Grants to Employees Resident in the United States (US Options)
         --------------------------------------------------------------


Options granted to Employees who are resident in the United States shall be
granted under the rules in this Appendix.

Such Options shall be designated "US Options" in the applicable Option
Agreement.

Except as set forth in this Appendix, Options granted under this Appendix shall
be deemed to have been granted under the Plan as if the same had been
incorporated into this Appendix.

The following provisions shall apply in addition to or in substitution for, as
the case may be, the provisions contained in the body of the Plan.

Vesting and Exercisability:

An Option shall not be vested or exercisable for one year after the date of
grant (allocation) of the Option. The Option shall become vested and exercisable
beginning on the first anniversary of the date of grant (allocation) if the
Employee is employed on each vesting date and has been employed continuously by
a Group Company since the date of grant (allocation), according to the following
schedule:

  ---------------------- ------------------------------------
  Anniversary of Date    Percentage of Shares Becoming
  of Grant               Vested and Exercisable on Each Date

  ---------------------- ------------------------------------
  ---------------------- ------------------------------------
  First                  25%
  ---------------------- ------------------------------------
  ---------------------- ------------------------------------
  Second                 25%
  ---------------------- ------------------------------------
  ---------------------- ------------------------------------
  Third                  25%
  ---------------------- ------------------------------------
  ---------------------- ------------------------------------
  Fourth                 25%
  ---------------------- ------------------------------------

An Option shall not be vested and exercisable as to any shares as to which the
vesting requirement specified above has not been satisfied, regardless of the
circumstances under which the Employee's employment shall be terminated. Except
as provided in Article 7 of the Plan, the number of shares as to which the
Option may be exercised shall be cumulative, so that once the Option shall
become vested and exercisable as to any shares, it shall continue to be
exercisable and exercisable as to such shares, until expiration or termination
of the Option. If at any time the number of shares that are vested and
exercisable includes a fractional share, the number of shares as to which the
Option shall actually be vested and exercisable shall be rounded down to the
next whole share.