<PAGE>
                                                                     Exhibit 4.2

                                 SMARTFORCE PLC

                              (F/K/A CBT GROUP PLC)

                                       AND

                              THE BANK OF NEW YORK

                                           As Depositary

                                       AND

               OWNERS AND BENEFICIAL OWNERS OF RESTRICTED AMERICAN
                               DEPOSITARY RECEIPTS


                Amended and Restated Restricted Deposit Agreement

                          Dated as of November 30, 1995

                  as Amended and Restated as of April 11, 1996

               as Further Amended and Restated as of March 9, 1998

               as Further Amended and Restated as of May 22, 1998

             as Further Amended and Restated as of September 4, 2002
<PAGE>
                AMENDED AND RESTATED RESTRICTED DEPOSIT AGREEMENT

            AMENDED AND RESTATED RESTRICTED DEPOSIT AGREEMENT dated as of
November 30, 1995 as amended and restated as of April 11, 1996, as further
amended and restated as of March 9, 1998, as further amended and restated as of
May 22, 1998, as further amended and restated as of September 4, 2002, among
SMARTFORCE PLC (F/K/A CBT GROUP PLC), incorporated under the laws of The
Republic of Ireland (herein called the Company), THE BANK OF NEW YORK, a New
York banking corporation (herein called the Depositary), and all Owners and
Beneficial Owners from time to time of Restricted American Depositary Receipts
issued hereunder.

                              W I T N E S S E T H :

            WHEREAS, the Company desires to provide, as hereinafter set forth in
this Restricted Deposit Agreement, for the deposit of Shares (as hereinafter
defined) of the Company from time to time with the Depositary or with the
Custodian (as hereinafter defined) as agent of the Depositary for the purposes
set forth in this Restricted Deposit Agreement, for the creation of Restricted
American Depositary Shares representing the Shares so deposited, subject to the
terms and conditions of this Restricted Deposit Agreement, and for the execution
and delivery of Restricted American Depositary Receipts evidencing the
Restricted American Depositary Shares; and

            WHEREAS, the Restricted American Depositary Receipts are to be
substantially in the form of Exhibit A annexed hereto, with appropriate
insertions, modifications and omissions, as hereinafter provided in this
Restricted Deposit Agreement;

            NOW, THEREFORE, in consideration of the premises, it is agreed by
and between the parties hereto as follows:

                                    ARTICLE 1

                                   DEFINITIONS

            The following definitions shall for all purposes, unless otherwise
clearly indicated, apply to the respective terms used in this Restricted Deposit
Agreement:

            SECTION 1.01. ADR Deposit Agreement.

            The term "ADR Deposit Agreement" shall mean the unrestricted deposit
agreement, dated as of April 13, 1995, as amended, among The Bank of New York,
as depositary thereunder, the Company and the Owners and Beneficial Owners of
ADRs issued thereunder, as the same may be amended from time to time.
<PAGE>
            SECTION 1.02. ADSs; ADRs.

            The term "ADSs" shall mean the unrestricted American Depositary
Shares issued pursuant to the ADR Deposit Agreement. The term "ADRs" shall mean
the unrestricted American Depositary Receipts evidencing the ADSs.

            SECTION 1.03. Beneficial Owner.

            The term "Beneficial Owner" shall mean each person owning from time
to time any beneficial interest in the Restricted American Depositary Shares
evidenced by any Receipt.

            SECTION 1.04. Commission.

            The term "Commission" shall mean the Securities and Exchange
Commission of the United States or any successor governmental agency in the
United States.

            SECTION 1.05. Company.

            The term "Company" shall mean SmartForce PLC (f/k/a CBT Group PLC),
incorporated under the laws of The Republic of Ireland, and its successors.

            SECTION 1.06. Custodian.

            The term "Custodian" shall mean AIB Custodial Services, currently
located at Carrisbrook House, Ballsbridge, Dublin 4, Ireland, as agent of the
Depositary for the purposes of this Restricted Deposit Agreement, and any other
firm or corporation which may hereafter be appointed by the Depositary pursuant
to the terms of Section 5.05, as substitute or additional custodian or
custodians hereunder, as the context shall require and shall also mean all of
them collectively.

            SECTION 1.07. Depositary; Corporate Trust Office.

            The term "Depositary" shall mean The Bank of New York, a New York
banking corporation, and any successor as depositary hereunder. The term
"Corporate Trust Office", when used with respect to the Depositary, shall mean
the office of the Depositary which at the date of this Agreement is 101 Barclay
Street, New York, New York 10286.

            SECTION 1.08. Deposited Securities.

            The term "Deposited Securities" as of any time shall mean Shares at
such time deposited or deemed to be deposited under this Restricted Deposit
Agreement and any and all other securities, property and cash received by the
Depositary or the
<PAGE>
Custodian in respect thereof and at such time held hereunder, subject as to cash
to the provisions of Section 4.05.

            SECTION 1.09. Dollars; Euro.

            The term "Dollars" shall mean United States dollars. The term "Euro"
shall mean the common currency of the participating member countries in the
European Monetary Union.

            SECTION 1.10. Exchange.

            The term "Exchange" shall mean an exchange of Restricted American
Depositary Shares for ADSs, in accordance with Section 2.10 hereof.

            SECTION 1.11. Foreign Registrar.

            The term "Foreign Registrar" shall mean Allied Irish Banks, p.l.c.,
Registrars & New Issues Department or any successor entity carries out the
duties of registrar for the Shares or any other appointed agent of the Company
for the transfer and registration of Shares.

            SECTION 1.12. Owner.

            The term "Owner" shall mean the person in whose name a Receipt is
registered on the books of the Depositary maintained for such purpose.

            SECTION 1.13. Receipts.

            The term "Receipts" shall mean the Restricted American Depositary
Receipts issued hereunder evidencing Restricted American Depositary Shares.

            SECTION 1.14. Registrar.

            The term "Registrar" shall mean any bank or trust company having an
office in the Borough of Manhattan, The City of New York, which shall be
appointed to register Receipts and transfers of Receipts as herein provided.

            SECTION 1.15. Restricted American Depositary Shares.

            The term "Restricted American Depositary Shares" shall mean the
restricted securities representing the interests in the Deposited Securities and
evidenced by the Receipts issued hereunder. Each Restricted American Depositary
Share shall represent the number of Shares specified in Exhibit A annexed
hereto, until there shall occur a distribution upon Deposited Securities covered
by Section 4.03 or a change in Deposited Securities covered by Section 4.08 with
respect to which additional Receipts
<PAGE>
are not executed and delivered, and thereafter Restricted American Depositary
Shares shall evidence the amount of Shares or Deposited Securities specified in
such Sections.

            SECTION 1.16. Restricted Deposit Agreement.

            The term "Restricted Deposit Agreement" shall mean this Restricted
Deposit Agreement, including the Annexes hereto, as the same may be amended from
time to time in accordance with the provisions hereof.

            SECTION 1.17. Rule 144.

            The term "Rule 144" shall mean Rule 144, as from time to time
amended, under the Securities Act.

            SECTION 1.18. Rule 145.

            The term "Rule 145" shall mean Rule 145, as from time to time
amended, under the Securities Act.

            SECTION 1.19. Securities Act.

            The term "Securities Act" shall mean the United States Securities
Act of 1933, as from time to time amended.

            SECTION 1.20. Securities Exchange Act.

            The term "Securities Exchange Act" shall mean the United States
Securities Exchange Act of 1934, as from time to time amended.

            SECTION 1.21. Shares.

            The term "Shares" shall mean ordinary shares in registered form of
the Company, heretofore validly issued and outstanding and fully paid,
nonassessable and free of any pre-emptive rights of the holders of outstanding
Shares or hereafter validly issued and outstanding and fully paid, nonassessable
and free of any pre-emptive rights of the holders of outstanding Shares or
interim certificates representing such Shares.

            SECTION 1.22. United States.

            The term "United States" shall, except as otherwise provided in this
Restricted Deposit Agreement or the Receipts, mean the United States of America,
its territories and possessions, any State of the United States, and the
District of Columbia.
<PAGE>
                                    ARTICLE 2

          FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY,
                       TRANSFER AND SURRENDER OF RECEIPTS

            SECTION 2.01. Form and Transferability of Receipts.

            (a) Definitive Receipts shall be entitled "Restricted American
Depositary Receipts" and shall be substantially in the form set forth in Exhibit
A annexed to this Restricted Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided. The Depositary shall
maintain books on which each Receipt so executed and delivered as hereinafter
provided and the transfer of each such Receipt shall be registered. Each Receipt
(i) shall be in physical form and legended, (ii) shall be registered in the name
of the beneficial owner furnishing a Depositor Certificate, in substantially the
form attached as Annex I hereto, pursuant to Section 2.02 of this Restricted
Deposit Agreement, (iii) shall not be eligible for acceptance in any book-entry
settlement system, and (iv) may only be transferred in accordance with Section
2.04 of this Restricted Deposit Agreement.

            No Receipt shall be entitled to any benefits under this Restricted
Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt
shall have been executed by the Depositary by the manual signature of a duly
authorized signatory of the Depositary; provided, however, that such signature
may be a facsimile if a Registrar for the Receipts shall have been appointed and
such Receipts are countersigned by the manual signature of a duly authorized
officer of the Registrar. Receipts bearing the manual or facsimile signature of
a duly authorized signatory of the Depositary who was at any time a proper
signatory of the Depositary shall bind the Depositary, notwithstanding that such
signatory has ceased to hold such office prior to the execution and delivery of
such Receipts by the Registrar or did not hold such office on the date of
issuance of such Receipts.

            Each Receipt shall bear the following legend:

      THIS RESTRICTED AMERICAN DEPOSITARY RECEIPT, THE RESTRICTED AMERICAN
      DEPOSITARY SHARES EVIDENCED HEREBY AND THE ORDINARY SHARES OF SMARTFORCE
      PLC (F/K/A CBT GROUP PLC) (THE "ORDINARY SHARES") WHICH MAY BE RECEIVED
      UPON SURRENDER OF THIS RESTRICTED AMERICAN DEPOSITARY RECEIPT OR
      CANCELLATION OF THE RESTRICTED AMERICAN DEPOSITARY SHARES HAVE NOT BEEN
      AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
      AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
      OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OR UNLESS
      AN EXEMPTION FROM REGISTRATION IS AVAILABLE. EACH PERSON
<PAGE>
      DEPOSITING ORDINARY SHARES AGREES THAT THIS RESTRICTED AMERICAN DEPOSITARY
      RECEIPT, THE RESTRICTED AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY AND
      THE ORDINARY SHARES REPRESENTED THEREBY MAY NOT BE OFFERED, SOLD, PLEDGED
      OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH PARAGRAPHS (c), (e),
      (f), (g) AND, IF APPLICABLE, (h) OF RULE 144 UNDER THE SECURITIES ACT,
      PURSUANT TO EITHER RULE 144 OR RULE 145 UNDER THE SECURITIES ACT, WITHOUT
      REGARD TO ANY TERMINATION OF CERTAIN RESTRICTIONS BY OPERATION OF
      PARAGRAPH (K) OF RULE 144 UNDER THE SECURITIES ACT, (A) IN EACH CASE IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND
      ANY STATE OF THE UNITED STATES, (B) IN EACH CASE, UPON THE DELIVERY OF A
      SATISFACTORY WRITTEN OPINION FROM U.S. COUNSEL, AND (C) IN EACH CASE UPON
      THE DELIVERY OF A TRANSFER CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED
      TO THE RESTRICTED DEPOSIT AGREEMENT AS ANNEX II DULY EXECUTED AND
      COMPLETED BY THE TRANSFEROR. THE BENEFICIAL OWNER OF ORDINARY SHARES
      RECEIVED UPON CANCELLATION OF ANY RESTRICTED AMERICAN DEPOSITARY RECEIPTS
      MAY NOT DEPOSIT OR CAUSE TO BE DEPOSITED SUCH ORDINARY SHARES INTO ANY
      DEPOSITARY RECEIPT FACILITY ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK
      (INCLUDING ANY SUCH FACILITY MAINTAINED BY THE DEPOSITARY FOR THE
      RESTRICTED AMERICAN DEPOSITARY RECEIPTS), OTHER THAN A RESTRICTED
      DEPOSITARY RECEIPT FACILITY, SO LONG AS SUCH ORDINARY SHARES ARE
      "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE
      SECURITIES ACT OR ARE OTHERWISE SUBJECT TO THE TRANSFER RESTRICTIONS OF
      RULE 144 OR RULE 145 UNDER THE SECURITIES ACT. EACH OWNER AND BENEFICIAL
      OWNER, BY ITS ACCEPTANCE OF THIS RESTRICTED AMERICAN DEPOSITARY RECEIPT,
      REPRESENTS AND AGREES THAT IT UNDERSTANDS AND WILL COMPLY WITH THE
      FOREGOING RESTRICTIONS.

            In addition to the foregoing, the Receipts may be endorsed with or
have incorporated in the text thereof such legends or recitals or modifications
not inconsistent with the provisions of this Restricted Deposit Agreement as may
be required by the Depositary or required to comply with any applicable law or
regulations thereunder or with the rules and regulations of any securities
exchange upon which Restricted American Depositary Shares may be listed or to
conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject by
reason of the date of issuance of the underlying Deposited Securities or
otherwise.
<PAGE>
            The Receipts shall bear a CUSIP number that is different from any
CUSIP number that is or may be assigned any other depositary receipt facility
relating to the Shares.

            (b) Title to a Receipt (and to the Restricted American Depositary
Shares evidenced thereby), when properly endorsed or accompanied by proper
instruments of transfer, and transferred in accordance with the terms of this
Restricted Deposit Agreement, including without limitation Sections 2.04, 2.06
and 2.09, shall be transferable by delivery with the same effect as in the case
of a negotiable instrument under the laws of New York; provided, however, that
the Depositary, notwithstanding any notice to the contrary, may treat the Owner
thereof as the absolute owner thereof for the purpose of determining the person
entitled to distribution of dividends or other distributions or to any notice
provided for in this Restricted Deposit Agreement and for all other purposes.

            SECTION 2.02. Deposit of Shares.

            (a) Subject to the terms and conditions of this Restricted Deposit
Agreement, Shares may be deposited under this Restricted Deposit Agreement by
delivery thereof to any Custodian hereunder, accompanied by any appropriate
instrument or instruments of transfer, or endorsement, in form satisfactory to
the Custodian, together with a duly executed and completed written certification
and agreement ("Depositor Certificate"), in substantially the form attached as
Annex I hereto, by the beneficial owner of the Restricted American Depositary
Shares to be issued upon deposit of such Shares, and all such certifications or
opinions of counsel as may be required by the Depositary or the Custodian in
accordance with the provisions of this Restricted Deposit Agreement, and, if the
Depositary requires, together with a written order directing the Depositary to
execute and deliver to, or upon the written order of, the person or persons
stated in such order (which shall be the beneficial owner furnishing the
Depositor Certificate), a Receipt or Receipts for the number of Restricted
American Depositary Shares representing such deposit.

            No Share shall be accepted for deposit unless accompanied by
evidence satisfactory to the Depositary that any necessary approval has been
granted by any governmental body in The Republic of Ireland which is then
performing the function of the regulation of currency exchange. If required by
the Depositary, Shares presented for deposit at any time, whether or not the
transfer books of the Company or the Foreign Registrar, if applicable, are
closed, shall also be accompanied by an agreement or assignment, or other
instrument satisfactory to the Depositary, which will provide for the prompt
transfer to the Custodian of any dividend, or right to subscribe for additional
Shares or to receive other property which any person in whose name the Shares
are or have been recorded may thereafter receive upon or in respect of such
deposited Shares, or in lieu thereof, such agreement of indemnity or other
agreement as shall be satisfactory to the Depositary.
<PAGE>
            At the request and risk and expense of any person proposing to
deposit Shares, and for the account of such person, the Depositary may receive
certificates for Shares to be deposited, together with the other instruments
herein specified, for the purpose of forwarding such Share certificates to the
Custodian for deposit hereunder.

            Upon each delivery to a Custodian of a certificate or certificates
for Shares to be deposited hereunder, together with the other documents above
specified, such Custodian shall, as soon as transfer and recordation can be
accomplished, present such certificate or certificates to the Company or the
Foreign Registrar, if applicable, for transfer and recordation of the Shares
being deposited in the name of the Depositary or its nominee or such Custodian
or its nominee.

            (b) Deposited Securities shall be held by the Depositary or by a
Custodian for the account and to the order of the Depositary or at such other
place or places as the Depositary shall determine. The Depositary agrees to
instruct the Custodian to place all Shares accepted for deposit under this
Restricted Deposit Agreement into segregated accounts separate from any Shares
of the Company that may be held by such Custodian under any other depositary
receipt facility relating to the Shares.

            SECTION 2.03. Execution and Delivery of Receipts.

            Upon receipt by any Custodian of any deposit pursuant to Section
2.02 (and in addition, if the transfer books of the Company or the Foreign
Registrar, if applicable, are open, the Depositary may in its sole discretion
require a proper acknowledgment or other evidence from the Company that any
Deposited Securities have been recorded upon the books of the Company or the
Foreign Registrar, if applicable, in the name of the Depositary or its nominee
or such Custodian or its nominee), together with the other documents required as
above specified, such Custodian shall notify the Depositary of such deposit and
the person or persons to whom or upon whose written order a Receipt or Receipts
are deliverable in respect thereof and the number of Restricted American
Depositary Shares to be evidenced thereby. Such notification shall be made by
letter or, at the request, risk and expense of the person making the deposit, by
cable, telex or facsimile transmission. Upon receiving such notice from such
Custodian, or upon the receipt of Shares by the Depositary, in either case
together with a duly executed and completed Depositor Certificate in
substantially the form attached hereto as Annex I, the Depositary, subject to
the terms and conditions of this Restricted Deposit Agreement, shall execute and
deliver at its Corporate Trust Office, to or upon the order of the person or
persons named in the notice delivered to the Depositary (which shall be the
beneficial owner furnishing the Depositor Certificate), a Receipt or Receipts,
registered in the name or names and evidencing any authorized number of
Restricted American Depositary Shares requested by such person or persons, but
only upon payment to the Depositary of the fees and expenses of the Depositary
for the execution and delivery of such Receipt or Receipts as provided in
Section 5.09, and of all taxes and governmental
<PAGE>
charges and fees payable in connection with such deposit and the transfer of the
Deposited Securities.

            SECTION 2.04. Transfer of Receipts; Combination and Split-up of
Receipts.

            Upon receipt by the Depositary of (a) a written opinion of U.S.
counsel satisfactory to the Depositary in connection with a transfer in
accordance with paragraphs (c), (e), (f), (g) and, if applicable, (h) of Rule
144 under the Securities Act, pursuant to either Rule 144 or Rule 145 under the
Securities Act, without regard to any termination of certain restrictions by
operation of paragraph (k) of that rule, and (b) a duly executed and completed
written certification and agreement ("Transfer Certificate"), in substantially
the form attached as Annex II hereto and as hereinafter described, in connection
with a transfer in accordance with paragraphs (c), (e), (f), (g) and, if
applicable, (h) of Rule 144 under the Securities Act, without regard to any
termination of certain restrictions by operation of paragraph (k) of that rule,
the Depositary, subject to the terms and conditions of this Restricted Deposit
Agreement, including payment of the fees of the Depositary as provided in
Section 5.09, shall exchange, upon any surrender of a Receipt, by the Owner in
person or by a duly authorized attorney, properly endorsed or accompanied by
proper instruments of transfer, and duly stamped as may be required by the laws
of the State of New York and of the United States of America, the Receipts
evidencing Restricted American Depositary Shares for ADRs evidencing ADSs issued
pursuant to the ADR Deposit Agreement, subject to the provisions of Section 2.09
of this Restricted Deposit Agreement. The Depositary shall not be required to
register any transfer of a Receipt unless it shall have received from the
Beneficial Owner a duly executed and completed Transfer Certificate, in form and
substance satisfactory to the Depositary.

            The Depositary, subject to the terms and conditions of this
Restricted Deposit Agreement, including, if the Depositary shall so require,
delivery of a written opinion of U.S. counsel and a duly executed and completed
Transfer Certificate substantially in the form of Annex II hereto, shall upon
surrender of a Receipt or Receipts for the purpose of effecting a split-up or
combination of such Receipt or Receipts, execute and deliver a new Receipt or
Receipts for any authorized number of Restricted American Depositary Shares
requested, evidencing the same aggregate number of Restricted American
Depositary Shares as the Receipt or Receipts surrendered.

            The representations and warranties included within the Transfer
Certificate in the form of Annex II to be delivered shall survive such transfer,
surrender and withdrawal, split-up or combination of the Shares or Receipts.

            The Depositary may appoint one or more co-transfer agents for the
purpose of effecting transfers, combinations and split-ups of Receipts at
designated transfer offices on behalf of the Depositary. In carrying out its
functions, a co-transfer agent may require evidence of authority and compliance
with applicable laws and other
<PAGE>
requirements by Owners or persons entitled to Receipts and will be entitled to
protection and indemnity to the same extent as the Depositary.

            SECTION 2.05. Surrender of Receipts and Withdrawal of Shares.

            Upon surrender of a Receipt at the Corporate Trust Office of the
Depositary for the purpose of withdrawal of the Deposited Securities represented
by the Restricted American Depositary Shares evidenced by such Receipt, and upon
payment of the fee of the Depositary for the surrender of Receipts as provided
in Section 5.09 and payment of all taxes and governmental charges payable in
connection with such surrender and withdrawal of the Deposited Securities, and
subject to the terms and conditions of this Restricted Deposit Agreement, the
Owner of such Receipt shall be entitled to delivery, to him or upon his order,
of the amount of Deposited Securities at the time represented by the Restricted
American Depositary Shares evidenced by such Receipt. Delivery of such Deposited
Securities may be made by the delivery of (a) certificates in the name of such
Owner or as ordered by him or certificates properly endorsed or accompanied by
proper instruments of transfer to such Owner or as ordered by him and (b) any
other securities, property and cash to which such Owner is then entitled in
respect of such Receipts to such Owner or as ordered by him. Such delivery shall
be made, as hereinafter provided, without unreasonable delay.

            Notwithstanding the foregoing, no Deposited Securities may be
withdrawn upon the surrender of a Receipt unless at or prior to the time of
surrender, the Depositary shall have received (a) a written opinion of U.S.
counsel satisfactory to the Depositary, and (b) a duly executed and completed
written certificate and agreement ("Withdrawal Certificate"), in substantially
the form attached as Annex III hereto, by or on behalf of the person
surrendering such Receipt who after such withdrawal will be the beneficial owner
of such Deposited Securities; provided, however, that no Withdrawal Certificate
shall be required for a withdrawal in connection with a transfer in accordance
with paragraphs (c), (e), (f), (g) and, if applicable, (h) of Rule 144 under the
Securities Act, pursuant to either Rule 144 or Rule 145 under the Securities
Act, without regard to any termination of certain restrictions by operation of
paragraph (k) of that Rule, in which case the terms and provisions of Section
2.09 of this Restricted Deposit Agreement shall apply.

            A Receipt surrendered for such purposes may be required by the
Depositary to be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Owner thereof shall
execute and deliver to the Depositary a written order directing the Depositary
to cause the Deposited Securities being withdrawn to be delivered to or upon the
written order of a person or persons designated in such order. Thereupon the
Depositary shall direct the Custodian to deliver at the Dublin, Ireland office
of such Custodian, subject to Sections 2.06, 3.01 and 3.02 and to the other
terms and conditions of this Restricted Deposit Agreement, to or upon the
written order of the person or persons designated in the order delivered to the
Depositary as above provided, the amount of Deposited Securities represented by
the
<PAGE>
Restricted American Depositary Shares evidenced by such Receipt, except that the
Depositary may make delivery to such person or persons at the Corporate Trust
Office of the Depositary of any dividends or distributions with respect to the
Deposited Securities represented by the Restricted American Depositary Shares
evidenced by such Receipt, or of any proceeds of sale of any dividends,
distributions or rights, which may at the time be held by the Depositary.

            At the request, risk and expense of any Owner so surrendering a
Receipt, and for the account of such Owner, the Depositary shall direct the
Custodian to forward any cash or other property (other than rights) comprising,
and forward a certificate or certificates and other proper documents of title
for, the Deposited Securities represented by the Restricted American Depositary
Shares evidenced by such Receipt to the Depositary for delivery at the Corporate
Trust Office of the Depositary. Such direction shall be given by letter or, at
the request, risk and expense of such Owner, by cable, telex or facsimile
transmission.

            Notwithstanding the foregoing, each Owner acknowledges that, and
each of the Depositary and Custodian agrees that, neither the Custodian nor the
Depositary will make any actual delivery of Shares to any Owner at an address
within the United States.

            SECTION 2.06. Limitations on Execution and Delivery, Transfer and
Surrender of Receipts.

            As a condition precedent to the execution and delivery, registration
of transfer, split-up, combination or surrender of any Receipt or withdrawal of
any Deposited Securities, the Depositary, Custodian or Registrar may require
payment from the depositor of Shares or the presenter of the Receipt of a sum
sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such tax
or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as herein provided, may require the production of
proof satisfactory to it as to the identity and genuineness of any signature and
may also require compliance with any regulations the Depositary may establish
consistent with the provisions of this Restricted Deposit Agreement, including,
without limitation, this Section 2.06.

            The delivery of Receipts against deposit of Shares generally or
against deposit of particular Shares may be suspended, or the transfer of
Receipts in particular instances may be refused, or the registration of transfer
of outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary or the Company at any time or from time
to time because of any requirement of law or of any government or governmental
body or commission, or under any provision of this Restricted Deposit Agreement,
or for any other reason.
<PAGE>
            SECTION 2.07. Lost Receipts, etc.

            In case any Receipt shall be mutilated, destroyed, lost or stolen,
the Depositary shall execute and deliver a new Receipt of like tenor in exchange
and substitution for such mutilated Receipt upon cancellation thereof, or in
lieu of and in substitution for such destroyed, lost or stolen Receipt. Before
the Depositary shall execute and deliver a new Receipt in substitution for a
destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with
the Depositary (i) a request for such execution and delivery before the
Depositary has notice that the Receipt has been acquired by a bona fide
purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other
reasonable requirements imposed by the Depositary.

            SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.

            All Receipts surrendered to the Depositary shall be cancelled by the
Depositary. The Depositary is authorized to destroy Receipts so cancelled.

            SECTION 2.09. Exchange of Restricted American Depositary Shares for
ADSs.

            (a) Subject to applicable law and the terms and conditions of this
Restricted Deposit Agreement, upon receipt by the Depositary of a written
opinion of U.S. counsel satisfactory to the Depositary and a duly executed and
completed Transfer Certificate pursuant to Section 2.04 of this Restricted
Deposit Agreement, Restricted American Depositary Shares sold or otherwise
transferred in accordance with paragraphs (c), (e), (f), (g) and, if applicable,
(h) of Rule 144 under the Securities Act, pursuant to either Rule 144 or Rule
145 under the Securities Act, without regard to any termination of certain
restrictions by operation of paragraph (k) of that Rule, shall be exchanged for
ADSs issued pursuant to the ADR Deposit Agreement. In connection therewith, the
Depositary shall (i) cancel such Restricted American Depositary Shares issued
hereunder and issue a corresponding number of ADSs pursuant to the ADR Deposit
Agreement to the Owners entitled thereto and (ii) make arrangements to transfer
any position held under the CUSIP number relating to the Restricted American
Depositary Shares issued hereunder to the CUSIP number relating to such ADSs
issued under the ADR Deposit Agreement. The Depositary shall further instruct
the Custodian to deliver all such Deposited Securities held by it hereunder to
the custodian under the ADR Deposit Agreement for deposit thereunder. The
transferees of interests of Owners and Beneficial Owners of Receipts hereunder
shall thereafter be owners and beneficial owners of ADRs issued pursuant to the
ADR Deposit Agreement and shall have all of the rights and obligations set forth
under the ADR Deposit Agreement and the ADRs. In connection with an Exchange,
all Owners and Beneficial Owners of Receipts issued hereunder shall be deemed to
have made the representations and warranties set forth in Section 3.03 of the
ADR Deposit Agreement.
<PAGE>
            (b) Each Owner and Beneficial Owner acknowledges and agrees that
there can be no assurance that applicable laws will permit the Depositary to
effect an Exchange as described in paragraph (a) above. In the event that the
Depositary determines in its sole discretion that an Exchange cannot be so
effected, the Depositary and the Company shall negotiate in good faith to amend
the Restricted Deposit Agreement as they deem necessary to either (i) permit an
Exchange on such terms as they may agree in accordance with applicable law or
(ii) make such other arrangements as they deem desirable.

                                    ARTICLE 3

                  CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL
                               OWNERS OF RECEIPTS

            SECTION 3.01. Filing Proofs, Certificates and Other Information.

            Any person presenting Shares for deposit or any Owner or Beneficial
Owner of a Receipt may be required from time to time to file with the Depositary
or the Custodian such proof of citizenship or residence, exchange control
approval, or such information relating to the registration on the books of the
Company or the Foreign Registrar, if applicable, to execute such certificates
and to make such representations and warranties, as the Depositary may deem
necessary or proper. The Depositary may withhold the delivery or registration of
transfer of any Receipt or the distribution of any dividend or sale or
distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made. The
Depositary shall, at the request of the Company, advise the Company of the
availability of any such proofs, certificates or other information and shall
provide copies thereof to the Company as promptly as practicable upon request by
the Company, unless such disclosure is prohibited by law.

            SECTION 3.02. Liability of Owner or Beneficial Owner for Taxes.

            If any tax or other governmental charge shall become payable by the
Custodian or the Depositary with respect to any Receipt or any Deposited
Securities represented by any Receipt, such tax or other governmental charge
shall be payable by the Owner or Beneficial Owner of such Receipt to the
Depositary. The Depositary may refuse to effect any transfer of such Receipt or
any withdrawal of Deposited Securities represented by Restricted American
Depositary Shares evidenced by such Receipt until such payment is made, and may
withhold any dividends or other distributions, or may sell for the account of
the Owner or Beneficial Owner thereof any part or all of the Deposited
Securities represented by the Restricted American Depositary Shares evidenced by
such Receipt, and may apply such dividends or other distributions or the
proceeds of any such sale in payment of such tax or other governmental charge
and the Owner or Beneficial Owner of such Receipt shall remain liable for any
deficiency.
<PAGE>
            SECTION 3.03. Warranties on Deposit of Shares.

            Every person depositing Shares under this Restricted Deposit
Agreement shall be deemed thereby to represent and warrant, in addition to such
representations and warranties as are set forth in the Depositor Certificate,
that such Shares and each certificate therefor are validly issued, fully paid,
nonassessable and free of any preemptive rights of the holders of outstanding
Shares and that the person making such deposit is duly authorized so to do. Such
representations and warranties shall survive the deposit of Shares and issuance
of Receipts.

            SECTION 3.04. Disclosure of Interests.

            Notwithstanding any other provision of any Receipt or this Deposit
Agreement, each Owner and Beneficial Owner agrees to be bound by and subject to
Irish law and the Memorandum and Articles of Association of the Company (to the
same extent as if such Restricted American Depositary Shares evidenced by such
Receipt were the Shares represented by such Restricted American Depositary
Shares evidenced by such Receipt; provided, however, that such provisions shall
apply to such persons only to the extent feasible), and to provide such
information to the Company relating to ownership of the Shares as may be
required thereunder. Under Irish law, as in effect on the date of the Deposit
Agreement, a person who acquires an interest in 5% or more of the Shares, must
notify the Company within five business days of its interest and of certain
circumstances affecting that interest. In addition, such person must give notice
of any change in its interest above the 5% level and any reduction thereof below
the 5% level. Failure of an Owner or Beneficial Owner to provide the required
information within the prescribed time period and in the prescribed manner is an
offense under Irish law and will result in no right or interest in respect of
the relevant shares being enforceable by action or legal proceedings under Irish
law (including voting rights and certain rights as to dividends in respect of
those Shares).

            If the Company requests information from the Depositary or the
Custodian, as the registered owners of Shares, pursuant to Irish law or the
Memorandum and Articles of Association of the Company, the obligations of the
Depositary or the Custodian, as the case may be, shall be limited to disclosing
to the Company such information relating to the Shares in question as has in
each case been recorded by it pursuant to the terms of the Deposit Agreement.

                                    ARTICLE 4

                            THE DEPOSITED SECURITIES

            SECTION 4.01. Cash Distributions.

            Whenever the Depositary shall receive any cash dividend or other
cash distribution on any Deposited Securities, the Depositary shall, subject to
the provisions of Section 4.05, convert such dividend or distribution into
Dollars and shall distribute the
<PAGE>
amount thus received (net of the fees and expenses of the Depositary as provided
in Section 5.09) to the Owners entitled thereto, in proportion to the number of
Restricted American Depositary Shares representing such Deposited Securities
held by them respectively; provided, however, that in the event that the Company
or the Depositary shall be required to withhold and does withhold from such cash
dividend or such other cash distribution an amount on account of taxes, the
amount distributed to the Owner of the Receipts evidencing Restricted American
Depositary Shares representing such Deposited Securities shall be reduced
accordingly. The Depositary shall distribute only such amount, however, as can
be distributed without attributing to any Owner a fraction of one cent. Any such
fractional amounts shall be rounded to the nearest whole cent and so distributed
to Owners entitled thereto. The Company or its agent will remit to the
appropriate governmental agency in The Republic of Ireland all amounts withheld
and owing to such agency. The Depositary will forward to the Company or its
agent such information from its records as the Company may reasonably request to
enable the Company or its agent to file necessary reports with governmental
agencies, and the Depositary or the Company or its agent may file any such
reports necessary to obtain benefits under the applicable tax treaties for the
Owners of Receipts.

            SECTION 4.02. Distributions Other Than Cash, Shares or Rights.

            Subject to the provisions of Sections 4.11 and 5.09, whenever the
Depositary shall receive any distribution other than a distribution described in
Section 4.01, 4.03 or 4.04, the Depositary shall cause the securities or
property received by it to be distributed to the Owners entitled thereto, after
deduction or upon payment of any fees and expenses of the Depositary or any
taxes or other governmental charges, in proportion to the number of Restricted
American Depositary Shares representing such Deposited Securities held by them
respectively, in any manner that the Depositary may deem equitable and
practicable for accomplishing such distribution; provided, however, that if in
the opinion of the Depositary such distribution cannot be made proportionately
among the Owners entitled thereto, or if for any other reason (including, but
not limited to, any requirement that the Company or the Depositary withhold an
amount on account of taxes or other governmental charges or that such securities
must be registered under the Securities Act in order to be distributed to Owners
or Beneficial Owners) the Depositary deems such distribution not to be feasible,
the Depositary may adopt such method as it may deem equitable and practicable
for the purpose of effecting such distribution, including, but not limited to,
the public or private sale of the securities or property thus received, or any
part thereof, and the net proceeds of any such sale (net of the fees and
expenses of the Depositary as provided in Section 5.09) shall be distributed by
the Depositary to the Owners entitled thereto, all in the manner and subject to
the conditions described in Section 4.01. Each beneficial owner of Receipts or
Shares so distributed shall be deemed to have acknowledged that the Shares have
not been registered under the Securities Act and to have agreed to comply with
the restrictions on transfer described in the form of legend set forth in
Section 2.01 hereof.
<PAGE>
            SECTION 4.03. Distributions in Shares.

            If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Depositary may distribute to
the Owners of outstanding Receipts entitled thereto, in proportion to the number
of Restricted American Depositary Shares representing such Deposited Securities
held by them respectively, additional Receipts evidencing an aggregate number of
Restricted American Depositary Shares representing the amount of Shares received
as such dividend or free distribution, subject to the terms and conditions of
the Restricted Deposit Agreement with respect to the deposit of Shares and the
issuance of Restricted American Depositary Shares evidenced by Receipts,
including the withholding of any tax or other governmental charge as provided in
Section 4.11 and the payment of the fees and expenses of the Depositary as
provided in Section 5.09. The Depositary may withhold any such distribution of
Receipts if it has not received satisfactory assurances from the Company that
such distribution does not require registration under the Securities Act of 1933
or is exempt from registration under the provisions of such Act. In lieu of
delivering Receipts for fractional Restricted American Depositary Shares in any
such case, the Depositary shall sell the amount of Shares represented by the
aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in Section 4.01. If additional Receipts
are not so distributed, each Restricted American Depositary Share shall
thenceforth also represent the additional Shares distributed upon the Deposited
Securities represented thereby. Each beneficial owner of Receipts or Shares so
distributed shall be deemed to have acknowledged that the Shares have not been
registered under the Securities Act and to have agreed to comply with the
restrictions on transfer described in the form of legend set forth in Section
2.01 hereof.

            SECTION 4.04. Rights.

            In the event that the Company shall offer or cause to be offered to
the holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary shall have discretion
as to the procedure to be followed in making such rights available to any Owners
or in disposing of such rights on behalf of any Owners and making the net
proceeds available to such Owners or, if by the terms of such rights offering or
for any other reason, the Depositary may not either make such rights available
to any Owners or dispose of such rights and make the net proceeds available to
such Owners, then the Depositary shall allow the rights to lapse. If at the time
of the offering of any rights the Depositary determines in its discretion that
it is lawful and feasible to make such rights available to all Owners or to
certain Owners but not to other Owners, the Depositary may distribute to any
Owner to whom it determines the distribution to be lawful and feasible, in
proportion to the number of Restricted American Depositary Shares held by such
Owner, warrants or other instruments therefor in such form as it deems
appropriate.
<PAGE>
            In circumstances in which rights would otherwise not be distributed,
if an Owner of Receipts requests the distribution of warrants or other
instruments in order to exercise the rights allocable to the Restricted American
Depositary Shares of such Owner hereunder, the Depositary will make such rights
available to such Owner upon written notice from the Company to the Depositary
that (a) the Company has elected in its sole discretion to permit such rights to
be exercised and (b) such Owner has executed such documents as the Company has
determined in its sole discretion are reasonably required under applicable law.

            If the Depositary has distributed warrants or other instruments for
rights to all or certain Owners, then upon instruction from such an Owner
pursuant to such warrants or other instruments to the Depositary from such Owner
to exercise such rights, upon payment by such Owner to the Depositary for the
account of such Owner of an amount equal to the purchase price of the Shares to
be received upon the exercise of the rights, and upon payment of the fees and
expenses of the Depositary and any other charges as set forth in such warrants
or other instruments, the Depositary shall, on behalf of such Owner, exercise
the rights and purchase the Shares, and the Company shall cause the Shares so
purchased to be delivered to the Depositary on behalf of such Owner. As agent
for such Owner, the Depositary will cause the Shares so purchased to be
deposited pursuant to Section 2.02 of this Restricted Deposit Agreement, and
shall, pursuant to Section 2.03 of this Restricted Deposit Agreement, execute
and deliver Receipts to such Owner. In the case of a distribution pursuant to
the second paragraph of this section, such Receipts shall be legended in
accordance with applicable U.S. laws, and shall be subject to the appropriate
restrictions on sale, deposit, cancellation, and transfer under such laws.

            If the Depositary determines in its discretion that it is not lawful
and feasible to make such rights available to all or certain Owners, it may sell
the rights, warrants or other instruments in proportion to the number of
Restricted American Depositary Shares held by the Owners to whom it has
determined it may not lawfully or feasibly make such rights available, and
allocate the net proceeds of such sales (net of the fees and expenses of the
Depositary as provided in Section 5.09 and all taxes and governmental charges
payable in connection with such rights and subject to the terms and conditions
of this Restricted Deposit Agreement) for the account of such Owners otherwise
entitled to such rights, warrants or other instruments, upon an averaged or
other practical basis without regard to any distinctions among such Owners
because of exchange restrictions or the date of delivery of any Receipt or
otherwise.

            The Depositary will not offer rights to Owners unless both the
rights and the securities to which such rights relate are either exempt from
registration under the Securities Act with respect to a distribution to all
Owners or are registered under the provisions of such Act; provided, that
nothing in this Restricted Deposit Agreement shall create any obligation on the
part of the Company to file a registration statement with respect to such rights
or underlying securities or to endeavor to have such a registration statement
declared effective. If an Owner of Receipts requests the distribution of
warrants
<PAGE>
or other instruments, notwithstanding that there has been no such registration
under such Act, the Depositary shall not effect such distribution unless it has
received an opinion from recognized counsel in the United States for the Company
upon which the Depositary may rely that such distribution to such Owner is
exempt from such registration.

            The Depositary shall not be responsible for any failure to determine
that it may be lawful or feasible to make such rights available to Owners in
general or any owner in particular.

            SECTION 4.05. Conversion of Foreign Currency.

            Whenever the Depositary or the Custodian shall receive foreign
currency, by way of dividends or other distributions or the net proceeds from
the sale of securities, property or rights, and if at the time of the receipt
thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars
transferred to the United States, the Depositary shall convert or cause to be
converted, by sale or in any other manner that it may determine, such foreign
currency into Dollars, and such Dollars shall be distributed to the Owners
entitled thereto or, if the Depositary shall have distributed any warrants or
other instruments which entitle the holders thereof to such Dollars, then to the
holders of such warrants and/or instruments upon surrender thereof for
cancellation. Such distribution may be made upon an averaged or other
practicable basis without regard to any distinctions among Owners on account of
exchange restrictions, the date of delivery of any Receipt or otherwise and
shall be net of any expenses of conversion into Dollars incurred by the
Depositary as provided in Section 5.09.

            If such conversion or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary shall
file such application for approval or license, if any, as it may deem desirable.

            If at any time the Depositary shall determine that in its judgment
any foreign currency received by the Depositary or the Custodian is not
convertible on a reasonable basis into Dollars transferable to the United
States, or if any approval or license of any government or agency thereof which
is required for such conversion is denied or in the opinion of the Depositary is
not obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may distribute
the foreign currency (or an appropriate document evidencing the right to receive
such foreign currency) received by the Depositary to, or in its discretion may
hold such foreign currency uninvested and without liability for interest thereon
for the respective accounts of, the Owners entitled to receive the same.

            If any such conversion of foreign currency, in whole or in part,
cannot be effected for distribution to some of the Owners entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
Dollars to the extent permissible to
<PAGE>
the Owners entitled thereto and may distribute the balance of the foreign
currency received by the Depositary to, or hold such balance uninvested and
without liability for interest thereon for the respective accounts of, the
Owners entitled thereto.

            SECTION 4.06. Fixing of Record Date.

            Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or whenever rights
shall be issued with respect to the Deposited Securities, or whenever the
Depositary shall receive notice of any meeting of holders of Shares or other
Deposited Securities, or whenever for any reason the Depositary causes a change
in the number of Shares that are represented by each Restricted American
Depositary Share, or whenever the Depositary shall find it necessary or
convenient, the Depositary shall fix a record date, which shall be the record
date, if any, established by the Company for such purpose or, if different, as
close thereto as practicable, (a) for the determination of the Owners who shall
be (i) entitled to receive such dividend, distribution or rights or the net
proceeds of the sale thereof or (ii) entitled to give instructions for the
exercise of voting rights at any such meeting, or (b) on or after which each
Restricted American Depositary Share will represent the changed number of
Shares. Subject to the provisions of Sections 4.01 through 4.05 and to the other
terms and conditions of this Restricted Deposit Agreement, the Owners on such
record date shall be entitled, as the case may be, to receive the amount
distributable by the Depositary with respect to such dividend or other
distribution or such rights or the net proceeds of sale thereof in proportion to
the number of Restricted American Depositary Shares held by them respectively
and to give voting instructions and to act in respect of any other such matter.

            SECTION 4.07. Voting of Deposited Securities.

            Upon receipt of notice of any meeting of holders of Shares or other
Deposited Securities, if requested in writing by the Company, the Depositary
shall, as soon as practicable thereafter, mail to the Owners a notice, the form
of which notice shall be in the sole discretion of the Depositary, which shall
contain (a) all of the information contained in such notice of meeting received
by the Depositary from the Company, (b) a statement that the Owners as of the
close of business on a specified record date will be entitled, subject to any
applicable provision of Irish law and of the Memorandum and Articles of
Association of the Company, to instruct the Depositary as to the exercise of the
voting rights, if any, pertaining to the amount of Shares or other Deposited
Securities represented by their respective Restricted American Depositary
Shares, (c) a statement that Owners who instruct the Depositary as to the
exercise of their voting rights will be deemed to have instructed the Depositary
or its authorized representative to call for a poll with respect to each matter
for which such instructions are given, subject to any applicable provisions of
Irish law and of the Memorandum and Articles of Association of the Company and
(d) if applicable, a statement as to the manner in which such instructions may
be given, including an express indication that instructions may be given
<PAGE>
or deemed given in accordance with the last sentence of this paragraph if no
instruction is received, to the Depositary to give a discretionary proxy to a
person designated by the Company. Upon the written request of an Owner on such
record date, received on or before the date established by the Depositary for
such purpose, the Depositary shall endeavor, in so far as practicable, to vote
or cause to be voted the amount of Shares or other Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt in
accordance with the instructions set forth in such request. Accordingly,
pursuant to the Company's Memorandum and Articles of Association and applicable
Irish law, the Depositary will cause its authorized representative to attend
each meeting of holders of Shares and call for a poll as instructed in
accordance with clause (c) above for the purpose of effecting such vote. The
Depositary shall not vote or attempt to exercise the right to vote that attaches
to the Shares or other Deposited Securities, other than in accordance with such
instructions or deemed instructions. If no instructions are received by the
Depositary from any Owner with respect to any of the Deposited Securities
represented by the American Depositary Shares evidenced by such Owner's Receipts
on or before the date established by the Depositary for such purpose, the
Depositary will deem such Owner to have instructed the Depositary to give a
discretionary proxy to a person designated by the Company with respect to such
Deposited Securities and the Depositary will give a discretionary proxy to a
person designated by the Company to vote such Deposited Securities; provided,
however, that no such instructions will be deemed given and no such
discretionary proxy will be given if the Company notifies the Depositary (and
the Company agrees to provide such notice, if applicable, as promptly as
practicable in writing) that the matter to be voted upon is one of the
following:

            1. is a matter not submitted to shareholders by means of a proxy
            statement comparable to that specified in Schedule 14-A of the
            Commission;

            2. is the subject of a counter-solicitation, or is part of a
            proposal made by a shareholder which is being opposed by management
            (i.e., a contest);

            3. relates to a merger or consolidation (except when the Company's
            proposal is to merge with its own wholly-owned subsidiary, provided
            its shareholders dissenting thereto do not have rights of
            appraisal);

            4. involves right of appraisal;

            5. authorizes mortgaging of property;

            6. authorizes or creates indebtedness or increases the authorized
            amount of indebtedness;

            7. authorizes or creates preferred shares or increases the
            authorized amount of existing preferred shares;
<PAGE>
            8. alters the terms or conditions of any shares of the Company's
            stock then outstanding or existing indebtedness;

            9. involves waiver or modification of preemptive rights (except when
            the Company's proposal is to waive such rights with respect to
            ordinary shares being offered pursuant to stock option or purchase
            plans involving the additional issuance of not more than 5% of the
            Company's outstanding ordinary shares (see Item 12 below));

            10. alters voting provisions or the proportionate voting power of a
            class of shares, or the number of its votes per share (except where
            cumulative voting provisions govern the number of votes per share
            for election of directors and the Company's proposal involves a
            change in the number of its directors by not more than 10% or not
            more than one);

            11. changes existing quorum requirements with respect to shareholder
            meetings;

            12. authorizes issuance of ordinary shares, or options to purchase
            ordinary shares, to directors, officers, or employees in an amount
            which exceeds 5% of the total amount of the class outstanding (when
            a plan is amended to extend its duration, the Company shall factor
            into the calculation the number of ordinary shares that remain
            available for issuance, the number of ordinary shares subject to
            outstanding options and any ordinary shares being added; should
            there be more than one plan being considered at the same meeting,
            all ordinary shares shall be aggregated);

            13. authorizes

                        (a) a new profit-sharing or special remuneration plan,
                        or a new retirement plan, the annual cost of which will
                        amount to more than 10% of average annual income before
                        taxes for the preceding five years; or

                        (b) the amendment of an existing plan which would bring
                        its costs above 10% of such average annual income before
                        taxes (should there be more than one plan being
                        considered at the same meeting, all costs are
                        aggregated; exceptions may be made in cases of (a)
                        retirement plans based on agreement or negotiations with
                        labor unions (or which have been or are to be approved
                        by such unions); and (b) any related retirement plan for
                        benefit of non-union employees having terms
                        substantially equivalent to the terms of such
                        union-negotiated plan, which is submitted for action of
                        stockholders concurrently with such union-negotiated
                        plan);
<PAGE>
            14. changes the purposes or powers of the Company to an extent which
            would permit it to change a materially different line of business
            and it is the Company's stated intention to make such a change;

            15. authorizes the acquisition of property, assets, or a company,
            where the consideration to be given has a fair value of 20% or more
            of the market value of the previously outstanding shares;

            16. authorizes the sale or other disposition of assets or earning
            power of 20% or more of those existing prior to the transaction;

            17. authorizes a transaction not in the ordinary course of business
            in which an officer, director or substantial security holder has a
            direct or indirect interest; or

            18. reduces earned surplus by 51% or more, or reduces earned surplus
            to an amount less than the aggregate of three years' ordinary share
            dividends computed at the current dividend rate.

            SECTION 4.08. Changes Affecting Deposited Securities.

            In circumstances where the provisions of Section 4.03 do not apply,
upon any change in nominal value, change in par value, split-up, consolidation
or any other reclassification of Deposited Securities, or upon any
recapitalization, reorganization, merger or consolidation or sale of assets
affecting the Company or to which it is a party, any securities which shall be
received by the Depositary or a Custodian in exchange for or in conversion of or
in respect of Deposited Securities, shall be treated as new Deposited Securities
under this Restricted Deposit Agreement, and Restricted American Depositary
Shares shall thenceforth represent, in addition to the existing Deposited
Securities, the right to receive the new Deposited Securities so received in
exchange or conversion, unless additional Receipts are delivered pursuant to the
following sentence. In any such case the Depositary may execute and deliver
additional Receipts as in the case of a dividend in Shares, or call for the
surrender of outstanding Receipts to be exchanged for new Receipts specifically
describing such new Deposited Securities.

            SECTION 4.09. Reports.

            The Depositary shall make available for inspection by Owners at its
Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Company which are both (a) received by
the Depositary as the holder of the Deposited Securities and (b) made generally
available to the holders of such Deposited Securities by the Company. The
Depositary shall also send to the Owners copies of such reports when furnished
by the Company pursuant to Section 5.06. Any such reports and communications,
including any such proxy soliciting material, furnished to the Depositary by the
Company shall be furnished in English, to the extent such
<PAGE>
materials are required to be translated into English pursuant to any regulations
of the Commission.

            SECTION 4.10. Lists of Owners.

            Promptly upon request by the Company, the Depositary shall, at the
expense of the Company, furnish to it a list, as of a recent date, of the names,
addresses and holdings of Restricted American Depositary Shares by all persons
in whose names Receipts are registered on the books of the Depositary.

            SECTION 4.11. Withholding.

            In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay such
taxes or charges and the Depositary shall distribute the net proceeds of any
such sale after deduction of such taxes or charges to the Owners entitled
thereto in proportion to the number of Restricted American Depositary Shares
held by them respectively.

                                    ARTICLE 5

                 THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY

            SECTION 5.01. Maintenance of Office and Transfer Books by the
Depositary.

            Until termination of this Restricted Deposit Agreement in accordance
with its terms, the Depositary shall maintain in the Borough of Manhattan, The
City of New York, facilities for the execution and delivery, registration,
registration of transfers and surrender of Receipts in accordance with the
provisions of this Restricted Deposit Agreement.

            The Depositary shall keep books, at its Corporate Trust Office, for
the registration of Receipts and transfers of Receipts which at all reasonable
times shall be open for inspection by the Owners, provided that such inspection
shall not be for the purpose of communicating with Owners in the interest of a
business or object other than the business of the Company or a matter related to
this Restricted Deposit Agreement or the Receipts.

            The Depositary may close the transfer books, at any time or from
time to time, when deemed expedient by it in connection with the performance of
its duties hereunder.
<PAGE>
            If any Receipts or the Restricted American Depositary Shares
evidenced thereby are listed on one or more stock exchanges in the United
States, the Depositary shall act as Registrar or appoint a Registrar or one or
more co-registrars for registry of such Receipts in accordance with any
requirements of such exchange or exchanges.

            SECTION 5.02. Prevention or Delay in Performance by the Depositary
or the Company.

            Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner of any Receipt, if by reason of any provision of any
present or future law or regulation of the United States or any other country,
or of any governmental or regulatory authority or stock exchange, or by reason
of any provision, present or future, of the Memorandum and Articles of
Association of the Company, or by reason of any provision of any securities
issued or distributed by the Company, or any offering or distribution thereof,
or by reason of any act of God or war or other circumstances beyond its control,
the Depositary or the Company shall be prevented, delayed or forbidden from, or
be subject to any civil or criminal penalty on account of, doing or performing
any act or thing which by the terms of this Restricted Deposit Agreement or
Deposited Securities it is provided shall be done or performed; nor shall the
Depositary or the Company or any of their respective directors, employees,
agents or affiliates incur any liability to any Owner or Beneficial Owner of any
Receipt by reason of any nonperformance or delay, caused as aforesaid, in the
performance of any act or thing which by the terms of this Restricted Deposit
Agreement it is provided shall or may be done or performed, or by reason of any
exercise of, or failure to exercise, any discretion provided for in this
Restricted Deposit Agreement. Where, by the terms of a distribution pursuant to
Section 4.01, 4.02, or 4.03 of the Restricted Deposit Agreement, or an offering
or distribution pursuant to Section 4.04 of the Restricted Deposit Agreement, or
for any other reason, such distribution or offering may not be made available to
Owners, and the Depositary may not dispose of such distribution or offering on
behalf of such Owners and make the net proceeds available to such Owners, then
the Depositary shall not make such distribution or offering, and shall allow any
rights, if applicable, to lapse.

            SECTION 5.03. Obligations of the Depositary, the Custodian and the
Company.

            The Company assumes no obligation nor shall it be subject to any
liability under this Restricted Deposit Agreement to Owners or Beneficial
Owners, except that it agrees to perform its obligations specifically set forth
in this Restricted Deposit Agreement without negligence or bad faith.

            The Depositary assumes no obligation nor shall it be subject to any
liability under this Restricted Deposit Agreement to any Owner or Beneficial
Owner (including, without limitation, liability with respect to the validity or
worth of the
<PAGE>
Deposited Securities), except that it agrees to perform its obligations
specifically set forth in this Restricted Deposit Agreement without negligence
or bad faith.

            Neither the Depositary nor the Company shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the Receipts, which in its
opinion may involve it in expense or liability, unless indemnity satisfactory to
it against all expense and liability shall be furnished as often as may be
required, and the Custodian shall not be under any obligation whatsoever with
respect to such proceedings, the responsibility of the Custodian being solely to
the Depositary.

            Neither the Depositary nor the Company shall be liable for any
action or nonaction by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any Owner
or any other person believed by it in good faith to be competent to give such
advice or information.

            The Depositary shall not be liable for any acts or omissions made by
a successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with any matter arising wholly after the removal
or resignation of the Depositary, provided that in connection with the issue out
of which such potential liability arises the Depositary performed its
obligations without negligence or bad faith while it acted as Depositary.

            The Depositary shall not be responsible for any failure to carry out
any instructions to vote any of the Deposited Securities, or for the manner in
which any such vote is cast or the effect of any such vote, provided that any
such action or nonaction is in good faith.

            No disclaimer of liability under the Securities Act is intended by
any provision of this Restricted Deposit Agreement.

            SECTION 5.04. Resignation and Removal of the Depositary.

            The Depositary may at any time resign as Depositary hereunder by
written notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as hereinafter provided.

            The Depositary may at any time be removed by the Company by written
notice of such removal effective upon the appointment of a successor depositary
and its acceptance of such appointment as hereinafter provided.

            In case at any time the Depositary acting hereunder shall resign or
be removed, the Company shall use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the
Borough of Manhattan, The City
<PAGE>
of New York. Every successor depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor; but such predecessor, nevertheless,
upon payment of all sums due it and on the written request of the Company shall
execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder, shall duly assign, transfer and deliver
all right, title and interest in the Deposited Securities to such successor, and
shall deliver to such successor a list of the Owners of all outstanding
Receipts. Any such successor depositary shall promptly mail notice of its
appointment to the Owners.

            Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of the Depositary without the execution or
filing of any document or any further act.

            SECTION 5.05. The Custodians.

            The Custodian shall be subject at all times and in all respects to
the directions of the Depositary and shall be responsible solely to it. Any
Custodian may resign and be discharged from its duties hereunder by written
notice of such resignation delivered to the Depositary at least 30 days prior to
the date on which such resignation is to become effective. If upon such
resignation there shall be no Custodian acting hereunder, the Depositary shall,
promptly after receiving such notice, appoint a substitute custodian or
custodians, each of which shall thereafter be a Custodian hereunder. Whenever
the Depositary in its discretion determines that it is in the best interest of
the Owners to do so, it may appoint a substitute or additional custodian or
custodians, each of which shall thereafter be one of the Custodians hereunder.
Upon demand of the Depositary any Custodian shall deliver such of the Deposited
Securities held by it as are requested of it to any other Custodian or such
substitute or additional custodian or custodians. Each such substitute or
additional custodian shall deliver to the Depositary, forthwith upon its
appointment, an acceptance of such appointment satisfactory in form and
substance to the Depositary.

            Upon the appointment of any successor depositary hereunder, each
Custodian then acting hereunder shall forthwith become, without any further act
or writing, the agent hereunder of such successor depositary and the appointment
of such successor depositary shall in no way impair the authority of each
Custodian hereunder; but the successor depositary so appointed shall,
nevertheless, on the written request of any Custodian, execute and deliver to
such Custodian all such instruments as may be proper to give to such Custodian
full and complete power and authority as agent hereunder of such successor
depositary.
<PAGE>
            SECTION 5.06. Notices and Reports.

            On or before the first date on which the Company gives notice, by
publication or otherwise, of any meeting of holders of Shares or other Deposited
Securities, or of any adjourned meeting of such holders, or of the taking of any
action in respect of any cash or other distributions or the offering of any
rights, the Company agrees to transmit to the Depositary and the Custodian a
copy of the notice thereof in the form given or to be given to holders of Shares
or other Deposited Securities.

            The Company will arrange for the translation into English, if not
already in English, to the extent required pursuant to any regulations of the
Commission, and the prompt transmittal by the Company to the Depositary and the
Custodian of such notices and any other reports and communications which are
made generally available by the Company to holders of its Shares. If requested
in writing by the Company, the Depositary will arrange for the mailing, at the
Company's expense, of copies of such notices, reports and communications to all
Owners. The Company will timely provide the Depositary with the quantity of such
notices, reports, and communications, as requested by the Depositary from time
to time, in order for the Depositary to effect such mailings.

            SECTION 5.07. Distribution of Additional Shares, Rights, etc.

            The Company agrees that in the event of any issuance or distribution
of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities
convertible into Shares, or (4) rights to subscribe for such securities (each a
"Distribution"), the Company will promptly furnish to the Depositary a written
opinion from U.S. counsel for the Company, which counsel shall be satisfactory
to the Depositary, stating whether or not the Distribution requires a
Registration Statement under the Securities Act to be in effect prior to making
such Distribution available to Owners entitled thereto. If in the opinion of
such counsel a Registration Statement is required, such counsel shall furnish to
the Depositary a written opinion as to whether or not there is a Registration
Statement in effect which will cover such Distribution.

            The Company agrees with the Depositary that neither the Company nor
any person controlled by, controlling or under common control with the Company
will at any time deposit any Shares, either originally issued or previously
issued and reacquired by the Company or any such affiliate, unless a
Registration Statement is in effect as to such Shares under the Securities Act.

            SECTION 5.08. Indemnification.

            The Company agrees to indemnify the Depositary, its directors,
employees, agents and affiliates and any Custodian against, and hold each of
them harmless from, any liability or expense (including, but not limited to, the
fees and expenses of counsel) which may arise out of acts performed or omitted,
in accordance with the provisions of this Restricted Deposit Agreement and of
the Receipts, as the same
<PAGE>
may be amended, modified or supplemented from time to time, (i) by either the
Depositary or a Custodian or their respective directors, employees, agents and
affiliates, except for any liability or expense arising out of the negligence or
bad faith of either of them, or (ii) by the Company or any of its directors,
employees, agents and affiliates.

            The Depositary agrees to indemnify the Company, its directors,
employees, agents and affiliates and hold them harmless from any liability or
expense which may arise out of acts performed or omitted by the Depositary or
its Custodian or their respective directors, employees, agents and affiliates
due to their negligence or bad faith.

            SECTION 5.09. Charges of Depositary.

            The Company agrees to pay the fees, reasonable expenses and
out-of-pocket charges of the Depositary and those of any Registrar only in
accordance with agreements in writing entered into between the Depositary and
the Company from time to time. The Depositary shall present its statement for
such charges and expenses to the Company once every three months. The charges
and expenses of the Custodian are for the sole account of the Depositary.

            The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Company or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.03), whichever applicable: (1) taxes and other governmental charges,
(2) such registration fees as may from time to time be in effect for the
registration of transfers of Shares generally on the Share register of the
Company or Foreign Registrar and applicable to transfers of Shares to the name
of the Depositary or its nominee or the Custodian or its nominee on the making
of deposits or withdrawals hereunder, (3) such cable, telex and facsimile
transmission expenses as are expressly provided in this Restricted Deposit
Agreement, (4) such expenses as are incurred by the Depositary in the conversion
of foreign currency pursuant to Section 4.05, (5) a fee of $5.00 or less per 100
Restricted American Depositary Shares (or portion thereof) for the execution and
delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 and the surrender of
Receipts pursuant to Section 2.05 or 6.02, (6) a fee of $.02 or less per
Restricted American Depositary Share (or portion thereof) for any cash
distribution made pursuant to the Restricted Deposit Agreement, including, but
not limited to Sections 4.01 through 4.04 hereof, (7) a fee for the distribution
of securities pursuant to Section 4.02, such fee being in an amount equal to the
fee for the execution and delivery of Restricted American Depositary Shares
referred to above which would have been charged as a result of the deposit of
such securities (for purposes of this clause 7 treating all such securities as
if they were Shares) but which securities are instead distributed by the
Depositary to Owners and (8) a fee not in excess of $1.50 per certificate for a
Receipt or Receipts for transfers made pursuant to the terms of the Restricted
Deposit Agreement.
<PAGE>
            The Depositary, subject to Section 2.09 hereof, may own and deal in
any class of securities of the Company and its affiliates and in Receipts.

            SECTION 5.10. Retention of Depositary Documents.

            The Depositary is authorized to destroy those documents, records,
bills and other data compiled during the term of this Restricted Deposit
Agreement at the times permitted by the laws or regulations governing the
Depositary unless the Company requests that such papers be retained for a longer
period or turned over to the Company or to a successor depositary.

            SECTION 5.11. Exclusivity.

            The Company agrees not to appoint any other depositary for issuance
of Restricted American Depositary Receipts so long as The Bank of New York is
acting as Depositary hereunder.

                                    ARTICLE 6

                            AMENDMENT AND TERMINATION

            SECTION 6.01. Amendment.

            The form of the Receipts and any provisions of this Restricted
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary without the consent of Owners or
Beneficial Owners of Receipts in any respect which they may deem necessary or
desirable, including, without limitation, amendments agreed upon pursuant to
Section 2.09(b) hereof. Any amendment which shall impose or increase any fees or
charges (other than taxes and other governmental charges, registration fees,
cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or which shall otherwise prejudice any substantial existing right of
Owners, shall, however, not become effective as to outstanding Receipts until
the expiration of thirty days after notice of such amendment shall have been
given to the Owners of outstanding Receipts.

            Every Owner, at the time any amendment so becomes effective, shall
be deemed, by continuing to hold such Receipt, to consent and agree to such
amendment and to be bound by the Restricted Deposit Agreement as amended
thereby. In no event shall any amendment impair the right of the Owner of any
Receipt to surrender such Receipt and receive therefor the Deposited Securities
represented thereby, except in order to comply with mandatory provisions of
applicable law.
<PAGE>
            SECTION 6.02. Termination.

            The Depositary shall, at any time at the direction of the Company,
terminate this Restricted Deposit Agreement by mailing notice of such
termination to the Owners of all Receipts then outstanding at least 90 days
prior to the date fixed in such notice for such termination. The Depositary may
likewise terminate this Restricted Deposit Agreement by mailing notice of such
termination to the Company and the Owners of all Receipts then outstanding, if
at any time 90 days shall have expired after the Depositary shall have delivered
to the Company a written notice of its election to resign and a successor
depositary shall not have been appointed and accepted its appointment as
provided in Section 5.04. On and after the date of termination, the Owner of a
Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office
of the Depositary, (b) payment of the fee of the Depositary for the surrender of
Receipts referred to in Section 2.05, and (c) payment of any applicable taxes or
governmental charges, be entitled to delivery, to him or upon his order, of the
amount of Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt. If any Receipts shall remain outstanding after the
date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of
dividends to the Owners thereof, and shall not give any further notices or
perform any further acts under this Restricted Deposit Agreement, except that
the Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights and other property as
provided in this Restricted Deposit Agreement, and shall continue to deliver
Deposited Securities, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any rights or
other property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of this Restricted Deposit Agreement, and any
applicable taxes or governmental charges). At any time after the expiration of
one year from the date of termination, the Depositary may sell the Deposited
Securities then held hereunder and may thereafter hold uninvested the net
proceeds of any such sale, together with any other cash then held by it
hereunder, unsegregated and without liability for interest, for the pro rata
benefit of the Owners of Receipts which have not theretofore been surrendered,
such Owners thereupon becoming general creditors of the Depositary with respect
to such net proceeds. After making such sale, the Depositary shall be discharged
from all obligations under this Restricted Deposit Agreement, except to account
for such net proceeds and other cash (after deducting, in each case, the fee of
the Depositary for the surrender of a Receipt, any expenses for the account of
the Owner of such Receipt in accordance with the terms and conditions of this
Restricted Deposit Agreement, and any applicable taxes or governmental charges).
Upon the termination of this Restricted Deposit Agreement, the Company shall be
discharged from all obligations under this Restricted Deposit Agreement except
for its obligations to the Depositary under Sections 5.08 and 5.09 hereof.
<PAGE>
                                    ARTICLE 7

                                  MISCELLANEOUS

            SECTION 7.01. Counterparts.

            This Restricted Deposit Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument. Copies of this
Restricted Deposit Agreement shall be filed with the Depositary and the
Custodians and shall be open to inspection by any Owner or Beneficial Owner of a
Receipt during business hours.

            SECTION 7.02. No Third Party Beneficiaries.

            This Restricted Deposit Agreement is for the exclusive benefit of
the parties hereto and shall not be deemed to give any legal or equitable right,
remedy or claim whatsoever to any other person.

            SECTION 7.03. Severability.

            In case any one or more of the provisions contained in this
Restricted Deposit Agreement or in the Receipts should be or become invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.

            SECTION 7.04. Owners and Beneficial Owners as Parties; Binding
Effect.

            The Owners and Beneficial Owners of Receipts from time to time shall
be parties to this Restricted Deposit Agreement and shall be bound by all of the
terms and conditions hereof and of the Receipts by acceptance thereof.

            SECTION 7.05. Notices.

            Any and all notices to be given to the Company shall be deemed to
have been duly given if personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to SmartForce PLC (f/k/a
CBT Group PLC), 2(c) Clonskeagh Square, Dublin 14, The Republic of Ireland,
Attention: President, or any other place to which the Company may have
transferred its principal office.

            Any and all notices to be given to the Depositary shall be deemed to
have been duly given if in English and personally delivered or sent by mail or
cable, telex or facsimile transmission confirmed by letter, addressed to The
Bank of New York, 101 Barclay Street, New York, New York 10286, Attention:
Restricted American Depositary
<PAGE>
Receipt Administration, or any other place to which the Depositary may have
transferred its Corporate Trust Office.

            Any and all notices to be given to any Owner shall be deemed to have
been duly given if personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to such Owner at the
address of such Owner as it appears on the transfer books for Receipts of the
Depositary, or, if such Owner shall have filed with the Depositary a written
request that notices intended for such owner be mailed to some other address, at
the address designated in such request.

            Delivery of a notice sent by mail or cable, telex or facsimile
transmission shall be deemed to be effective at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a cable,
telex or facsimile transmission) is deposited, postage prepaid, in a post-office
letter box. The Depositary or the Company may, however, act upon any cable,
telex or facsimile transmission received by it, notwithstanding that such cable,
telex or facsimile transmission shall not subsequently be confirmed by letter as
aforesaid.

            SECTION 7.06. Governing Law.

            This Restricted Deposit Agreement and the Receipts shall be
interpreted and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by the laws of the State of New York.
<PAGE>
            IN WITNESS WHEREOF, SMARTFORCE PLC (F/K/A CBT GROUP PLC) and THE
BANK OF NEW YORK have duly executed this Restricted Deposit Agreement as of the
day and year first set forth above and all Owners and Beneficial Owners shall
become parties hereto upon acceptance by them of Receipts issued in accordance
with the terms hereof.

                                    SMARTFORCE PLC

                                    By: /s/ Gregory M. Priest
                                        --------------------------------
                                        Name:  Gregory M. Priest
                                        Title: Chairman & CEO

                                    THE BANK OF NEW YORK,
                                       as Depositary

                                    By: /s/ Joanne F. DiGiovanni
                                        --------------------------------
                                        Name:  Joanne F. DiGiovanni
                                        Title: Vice President
<PAGE>
                                     Annex I

                   Certification and Agreement of Acquirors of
                   Receipts Upon Deposit of Shares Pursuant to
                Section 2.02 of the Restricted Deposit Agreement

            We refer to the Restricted Deposit Agreement, dated as of November
30, 1995, as amended and restated as of April 11, 1996, as further amended and
restated as of March 9, 1998, as further amended and restated as of __________,
2002 (the "Restricted Deposit Agreement"), among SMARTFORCE PLC (F/K/A CBT GROUP
PLC) (the "Company"), THE BANK OF NEW YORK, as Depositary, and Owners and
Beneficial Owners of Restricted American Depositary Receipts (the "Receipts")
issued thereunder. Capitalized terms used but not defined herein shall have the
meanings given them in the Restricted Deposit Agreement.

            1. This certification and agreement is furnished in connection with
the deposit of Shares and issuance of Restricted American Depositary Shares to
be evidenced by one or more Receipts pursuant to Section 2.02 of the Restricted
Deposit Agreement.

            2. We represent that, if the Shares being deposited were not
registered under the Securities Act of 1933, as amended (the "Act"), we acquired
the Shares in a transaction exempt from registration under the Act.

            3. We acknowledge that the offer and sale of the Receipts, the
Restricted American Depositary Shares evidenced thereby and the Shares which may
be received upon surrender of Receipts or cancellation of American Depositary
Shares have not been and will not be registered under the Securities Act of
1933, as amended (the "Act") and may not be offered, sold, pledged or otherwise
transferred unless registered under the Act or unless an exemption from
registration is available.

            4. We acknowledge that each Receipt (i) will be in physical form and
legended, (ii) will be registered in the name of the beneficial owner furnishing
this Deposit Certificate, (iii) will not be eligible for acceptance in any
book-entry settlement system, and (iv) may only be transferred in accordance
with Section 2.04 of the Restricted Deposit Agreement.

            5. We acknowledge that the Receipts, the Restricted American
Depositary Shares evidenced thereby, and the Shares which may be received upon
surrender of Receipts or cancellation of American Depositary Shares may be
subject to different and less favorable restrictions on transfer than those
applicable to the Shares hereby being deposited, including, without limitation,
the unavailability of transfer based


                                       1

<PAGE>
on the satisfaction of a holding period pursuant to paragraphs (d) or (k) of
Rule 144 under the Securities Act.

            6.    We certify that either:

                                   [CHECK ONE]

[ ]   A.    the Shares are not "restricted securities" within the meaning of
            Rule 144 under the Securities Act, we are an affiliate of the
            Company within the meaning of Rule 144, and the Shares were not
            acquired by us in a transaction specified in paragraph (a) of Rule
            145 under the Securities Act;

                                       OR

[ ]   B.    the Shares were acquired by us in a transaction specified in
            paragraph (a) of Rule 145 under the Securities Act and we are not an
            affiliate of the Company within the meaning of Rule 144 or Rule 145
            under the Securities Act.

                                       OR

[ ]   C.    the Shares have been or are subject to restrictions on transfer by
            us pursuant to the holding period requirements of Rule 144 (d) under
            the Securities Act; we have held the Shares for a period satisfying
            such holding period; and we have attached an opinion of counsel
            satisfactory to the Depositary stating that after deposit of the
            Shares, all of the Receipts, the American Depositary Shares, and all
            other deposited Shares may after the deposit of our Shares still be
            withdrawn, transferred or resold pursuant to only the restrictions
            described by paragraphs (c), (e), (f), (g), and (h) of Rule 144
            under the Securities Act, without any need to satisfy any further
            holding period.

            7. We certify that we are or at the time the Shares are deposited
and at the time the Receipts are issued will be, the beneficial owner of the
Shares and of the Restricted American Depositary Shares evidenced by such
Receipt or Receipts and (i) if the Shares were acquired in a transaction exempt
from the registration requirements of the Act under Regulation S of the Act, we
are not a U.S. person (as defined in Regulation S) and we are located outside
the United States (within the meaning of Regulation S under the Act) and
acquired, or have agreed to acquire and will have acquired, the Shares to be
deposited outside the United States (within the meaning of Regulation S).

            8. We agree that the Receipts, the Restricted American Depositary
Shares evidenced thereby and the Shares represented thereby may not be offered,
sold, pledged or otherwise transferred except in accordance with the transfer
restrictions

                                       2
<PAGE>
imposed by paragraphs (c), (e), (f), (g) and, if applicable, (h) of Rule 144
under the Act, without reliance on any termination of any such restriction by
operation of paragraph (k) of Rule 144, in each case (i) in accordance with the
applicable securities laws of any state of the United States, (ii) upon the
delivery of a satisfactory written opinion from U.S. counsel and (iii) upon the
delivery of a duly executed and completed Transfer Certificate in the form
attached to the Restricted Deposit Agreement as Annex II in accordance with the
provisions of Section 2.04 of the Restricted Deposit Agreement.

                                    Very truly yours,

                                    ------------------------------------
                                    [NAME OF CERTIFYING ENTITY]



                                    By:
                                        --------------------------------
                                        Name:
                                        Title:

Dated:


                                       3
<PAGE>
                                    Annex II

                 Certification and Agreement of Certain Persons
                        Transferring Receipts Pursuant to
                            Sections 2.01 and 2.04 of
                        the Restricted Deposit Agreement

            We refer to the Restricted Deposit Agreement, dated as of November
30, 1995, as amended and restated as of April 11, 1996, as further amended and
restated as of March 9, 1998, as further amended and restated as of ___________,
2002 (the "Restricted Deposit Agreement"), among SMARTFORCE PLC (f/k/a CBT GROUP
PLC) (the "Company"), THE BANK OF NEW YORK, as Depositary thereunder (the
"Depositary"), and Owners and Beneficial Owners of Restricted American
Depositary Receipts (the "Receipts") issued thereunder. Capitalized terms used
but not defined herein shall have the meanings given them in the Restricted
Deposit Agreement.

            1. The undersigned Beneficial owner is surrendering a Receipt or
Receipts in accordance with the terms of the Restricted Deposit Agreement for
the purpose of transferring its beneficial interest in Restricted American
Depositary Shares pursuant to Section 2.04 and 2.09 of the Restricted Deposit
Agreement.

            2. The undersigned Beneficial Owner acknowledges that the Receipts,
the Restricted American Depositary Shares evidenced thereby and the ordinary
shares of the Company which may be received upon surrender of this Receipt or
cancellation of the Restricted American Depositary Shares have not been and will
not be registered under the Securities Act of 1933, as amended (the "Act") and
may not be offered, sold, pledged or otherwise transferred unless registered
under the Act or unless an exemption from registration is available.

            3. The undersigned Beneficial Owner certifies that we have sold or
otherwise transferred, or agreed to sell or otherwise transfer, the Shares in
accordance with paragraphs (c) , (e) , (f) , (g) and, if applicable, (h) of Rule
144 under the Act, without regard to any termination of any such restriction by
operation of paragraph (k) of Rule 144, in accordance with any applicable
securities laws of any state of the United States, and are surrendering a
Receipt or Receipts for the purpose of cancellation thereof. In connection
therewith and as a condition precedent thereto, we have delivered to the
Depositary a written opinion of U.S. counsel satisfactory to the Depositary. The
Depositary, subject to applicable law and the terms and conditions of the
Restricted Deposit Agreement, shall exchange Receipts evidencing Restricted
American Depositary Shares surrendered hereunder in connection with a transfer
in accordance with in accordance with paragraphs (c), (e), (f), (g) and, if
applicable, (h) of Rule 144 under the Act, for ADRs evidencing ADSs issued
pursuant to the ADR Agreement.

                                       1
<PAGE>
            3. The undersigned Beneficial owner certifies that we have no reason
to believe that the person to whom a beneficial interest in Restricted
Depositary Shares is hereby to be transferred is an affiliate of the Company,
within the meaning of Rule 144 under the Securities Act.

            This certification and agreement may be signed in counterparts.

                                    Very truly,


Date:                               ------------------------------------
                                    Signature of Beneficial Owner
                                    Print Name and Address of Owner:

                                    ------------------------------------

                                    ------------------------------------

                                    ------------------------------------


                                       2
<PAGE>
                                    Annex III

                Certification and Agreement of Persons Receiving
                      Deposited Securities Upon Withdrawal
                           Pursuant to Section 2.05 of
                        the Restricted Deposit Agreement

       We refer to the Restricted Deposit Agreement, dated as of November
30, 1995, as amended and restated as of April 11, 1996, as further amended and
restated as of March 9, 1998, as further amended and restated as of _________,
2002 (the "Restricted Deposit Agreement"), among SMARTFORCE PLC (F/K/A CBT GROUP
PLC) (the "Company"), THE BANK OF NEW YORK, as Depositary thereunder, and owners
and Beneficial Owners of Restricted American Depositary Receipts (the
"Receipts") issued thereunder. Capitalized terms used but not defined herein
shall have the meanings given them in the Restricted Deposit Agreement.

            1. We are surrendering a Receipt or Receipts in accordance with the
terms of the Restricted Deposit Agreement for the purpose of withdrawal of the
Deposited Securities represented by the Restricted American Depositary Shares
evidenced by such Receipt or Receipts (the "Shares") pursuant to Section 2.05 of
the Restricted Deposit Agreement.

            2. We acknowledge that the Shares have not been and will not be
registered under the Securities Act of 1933, as amended (the "Act") and may not
be offered, sold, pledged or otherwise transferred unless registered under the
Act or unless an exemption from registration is available.

            3.    We certify, represent, acknowledge and agree

that:

            (i)   We will be the beneficial owner of the Shares upon withdrawal,
                  and

            (ii)  The Shares (i) will be in physical form and legended, (ii)
                  will be registered in the name of the beneficial owner
                  furnishing this Withdrawal Certificate as an initial
                  depositor, (iii) will be subject to, and we will continue to
                  be bound by, the restrictions set forth in the Restricted
                  Deposit Agreement and in the Depositor Certificate, dated
                  _______________, executed by us, and

            (iii) We agree that the Shares may not be offered, sold, pledged or
                  otherwise transferred except in accordance with paragraphs
                  (c), (e), (f), (g), and, if applicable (h) of Rule 144 under
                  the Act, without regard to any termination of certain
                  restrictions by operation of

                                       1
<PAGE>
                  paragraph (k) of Rule 144 under the Act, pursuant to either
                  Rule 144 or Rule 145 under the Act, in each case (x) in
                  accordance with any applicable securities laws of any state of
                  the United States, (y) above upon the delivery of a
                  satisfactory written opinion from U.S. counsel, and (z) upon
                  the delivery of a duly executed and completed Transfer
                  Certificate, substantially in the form attached to the
                  Restricted Deposit Agreement as Annex II, and

            (iv)  We will not deposit or cause to be deposited such Shares into
                  any depositary receipt facility established or maintained by a
                  depositary bank (including any such facility maintained by the
                  Depositary), other than a restricted depositary receipt
                  facility, so long as such Shares are "restricted securities"
                  within the meaning of Rule 144(a)(3) under the Act or are
                  otherwise subject to transfer restrictions pursuant to Rule
                  144 or Rule 145 under the Act.

                                    Very truly,

                                    [NAME OF CERTIFYING ENTITY]



                                    By:
                                        --------------------------------
                                        Name:
                                        Title:


                                       2
<PAGE>
                                    EXHIBIT A

                                                RESTRICTED AMERICAN DEPOSITARY
                                                SHARES (Each Restricted American
                                                Depositary Share represents one
                                                deposited Share)

      THIS RESTRICTED AMERICAN DEPOSITARY RECEIPT, THE RESTRICTED AMERICAN
      DEPOSITARY SHARES EVIDENCED HEREBY AND THE ORDINARY SHARES OF SMARTFORCE
      PLC (F/K/A CBT GROUP PLC) (THE "ORDINARY SHARES") WHICH MAY BE RECEIVED
      UPON SURRENDER OF THIS RESTRICTED AMERICAN DEPOSITARY RECEIPT OR
      CANCELLATION OF THE RESTRICTED AMERICAN DEPOSITARY SHARES HAVE NOT BEEN
      AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
      AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
      OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OR UNLESS
      AN EXEMPTION FROM REGISTRATION IS AVAILABLE. EACH PERSON DEPOSITING
      ORDINARY SHARES AGREES THAT THIS RESTRICTED AMERICAN DEPOSITARY RECEIPT,
      THE RESTRICTED AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY AND THE
      ORDINARY SHARES REPRESENTED THEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR
      OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH PARAGRAPHS (c), (e), (f),
      (g) AND, IF APPLICABLE, (h) OF RULE 144 UNDER THE SECURITIES ACT, PURSUANT
      TO EITHER RULE 144 OR RULE 145 UNDER THE SECURITIES ACT, WITHOUT REGARD TO
      ANY TERMINATION OF CERTAIN RESTRICTIONS BY OPERATION OF PARAGRAPH (k) OF
      RULE 144 UNDER THE SECURITIES ACT, (A) IN EACH CASE IN ACCORDANCE WITH ANY
      APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY STATE OF THE
      UNITED STATES, (B) IN EACH CASE, UPON THE DELIVERY OF A SATISFACTORY
      WRITTEN OPINION FROM U.S. COUNSEL, AND (C) IN EACH CASE UPON THE DELIVERY
      OF A TRANSFER CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED TO THE
      RESTRICTED DEPOSIT AGREEMENT AS ANNEX II DULY EXECUTED AND COMPLETED BY
      THE TRANSFEROR. THE BENEFICIAL OWNER OF ORDINARY SHARES RECEIVED UPON
      CANCELLATION OF ANY AMERICAN DEPOSITARY RECEIPTS
<PAGE>
      MAY NOT DEPOSIT OR CAUSE TO BE DEPOSITED SUCH ORDINARY SHARES INTO ANY
      DEPOSITARY RECEIPT FACILITY ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK
      (INCLUDING ANY SUCH FACILITY MAINTAINED BY THE DEPOSITARY FOR THE
      RESTRICTED AMERICAN DEPOSITARY RECEIPTS), OTHER THAN A RESTRICTED
      DEPOSITARY RECEIPT FACILITY, SO LONG AS SUCH ORDINARY SHARES ARE
      "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE
      SECURITIES ACT OR ARE OTHERWISE SUBJECT TO THE TRANSFER RESTRICTIONS OF
      RULE 144 OR RULE 145 UNDER THE SECURITIES ACT. EACH OWNER AND BENEFICIAL
      OWNER, BY ITS ACCEPTANCE OF THIS RESTRICTED AMERICAN DEPOSITARY RECEIPT,
      REPRESENTS AND AGREES THAT IT UNDERSTANDS AND WILL COMPLY WITH THE
      FOREGOING RESTRICTIONS.


                                      -2-
<PAGE>
                              THE BANK OF NEW YORK
                    RESTRICTED AMERICAN DEPOSITARY RECEIPT
                            FOR ORDINARY SHARES OF
                    THE NOMINAL VALUE OF EURO 0.11 EACH OF
                     SMARTFORCE PLC (F/K/A CBT GROUP PLC)
           (INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF IRELAND)

            The Bank of New York, as depositary (hereinafter called the
"Depositary"), hereby certifies that _________________________________________
or registered assigns IS THE OWNER OF _______________________________________

                      RESTRICTED AMERICAN DEPOSITARY SHARES

representing deposited ordinary shares (herein called "Shares") of SmartForce
PLC (f/k/a CBT Group PLC), incorporated under the laws of The Republic of
Ireland (herein called the "Company"). At the date hereof, each Restricted
American Depositary Share represents one Share deposited or subject to deposit
under the Restricted Deposit Agreement (as such term is hereinafter defined) at
the Dublin, Ireland office of AIB Custodial Services (herein called the
"Custodian"). The Depositary's Corporate Trust Office is located at a different
address than its principal executive office. Its Corporate Trust Office is
located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive
office is located at One Wall Street, New York, N.Y. 10286.

              THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
                   101 BARCLAY STREET, NEW YORK, N.Y. 10286

            1.    THE RESTRICTED DEPOSIT AGREEMENT.

            This Restricted American Depositary Receipt is one of an issue
(herein called "Receipts"), all issued and to be issued upon the terms and
conditions set forth in the Restricted Deposit Agreement, dated as of November
30, 1995, as amended and restated as of April 11, 1996, as further amended and
restated as of March 9, 1998, as further amended and restated as of May 22,
1998, and as further amended and restated as of September 4, 2002 (herein called
the "Restricted Deposit Agreement"), by and among the Company, the Depositary,
and all Owners and Beneficial Owners from time to time of Receipts issued
thereunder, each of whom by accepting a Receipt agrees to become a party thereto
and become bound by all the terms and conditions thereof. The Restricted Deposit
Agreement sets forth the rights of Owners and Beneficial Owners of the Receipts
and the rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all other securities, property and cash from time to time
received in respect of such Shares and held thereunder (such Shares, securities,
property, and cash are herein called "Deposited Securities"). Copies of the
Restricted Deposit Agreement are on file at the Depositary's Corporate Trust
Office in New York City and at the office of the Custodian.


                                      -3-
<PAGE>
            The statements made on the face and reverse of this Receipt are
summaries of certain provisions of the Restricted Deposit Agreement and are
qualified by and subject to the detailed provisions of the Restricted Deposit
Agreement, to which reference is hereby made. Capitalized terms defined in the
Restricted Deposit Agreement and not defined herein shall have the meanings set
forth in the Restricted Deposit Agreement.

            2.    SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

            Upon surrender at the Corporate Trust Office of the Depositary of
this Receipt, and upon payment of the fee of the Depositary provided in this
Receipt, and subject to the terms and conditions of the Restricted Deposit
Agreement, the Owner hereof is entitled to delivery, to him or upon his order,
of the Deposited Securities at the time represented by the Restricted American
Depositary Shares for which this Receipt is issued. Delivery of such Deposited
Securities may be made by the delivery of (a) certificates in the name of the
Owner hereof or as ordered by him or certificates properly endorsed or
accompanied by proper instruments of transfer and (b) any other securities,
property and cash to which such Owner is then entitled in respect of this
Receipt. Such delivery will be made at the option of the Owner hereof, either at
the office of the Custodian or at the Corporate Trust Office of the Depositary,
provided that the forwarding of certificates for Shares or other Deposited
Securities for such delivery at the Corporate Trust Office of the Depositary
shall be at the risk and expense of the Owner hereof. Notwithstanding anything
to the contrary in the Restricted Deposit Agreement, no Deposited Securities may
be withdrawn upon the surrender of this Receipt unless the Depositary shall have
received (a) a written opinion of U.S. counsel satisfactory to the Depositary in
connection with a withdrawal in accordance with Rule 144 or Rule 145 under the
Securities Act, and (b) a duly executed and completed written certificate and
agreement, in substantially the form annexed to the Restricted Deposit Agreement
as Annex III, by or on behalf of the person surrendering such Receipt who after
such withdrawal will be the beneficial owner of such Deposited Securities;
provided, however, that no such certificate and agreement shall be required for
a withdrawal in connection with a transfer in accordance with paragraphs (c),
(e), (f), (g) and, if applicable, (h) of Rule 144 under the Securities Act,
without regard to any termination of certain restrictions by operation of
paragraph (k) of that Rule, in which case the terms and provisions of Section
2.09 of the Restricted Deposit Agreement and Article 4 hereof shall apply.

            3.    TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

            Upon receipt by the Depositary of (a) a written opinion of U.S.
counsel satisfactory to the Depositary in connection with a transfer in
accordance with paragraphs (c), (e), (f), (g) and, if applicable, (h) of Rule
144 under the Securities Act, pursuant to


                                      -4-
<PAGE>
either Rule 144 or Rule 145 under the Securities Act, without regard to any
termination of certain restrictions by operation of paragraph (k) of that Rule,
and (b) a duly executed and completed written certification and agreement
("Transfer Certificate"), in substantially the form attached as Annex II to the
Restricted Deposit Agreement, upon surrender of this Receipt properly endorsed
for transfer or accompanied by proper instruments of transfer and funds
sufficient to pay any applicable transfer taxes and the expenses of the
Depositary as provided in Section 5.09 of the Restricted Deposit Agreement and
upon compliance with such regulations, if any, as the Depositary may establish
for such purpose the Depositary shall effect an exchange of this Receipt in
accordance with the terms and conditions of the Restricted Deposit Agreement.
This Receipt may be split into other such Receipts, or may be combined with
other such Receipts into one Receipt, evidencing the same aggregate number of
Restricted American Depositary Shares as the Receipt or Receipts surrendered. As
a condition precedent to the execution and delivery, registration of transfer,
split-up, combination, or surrender of any Receipt or withdrawal of any
Deposited Securities, the Depositary, the Custodian, or Registrar may require
payment from the depositor of the Shares or the presenter of the Receipt of a
sum sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such tax
or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as provided in this Receipt, may require the
production of proof satisfactory to it as to the identity and genuineness of any
signature and may also require compliance with any regulations the Depositary
may establish consistent with the provisions of the Restricted Deposit Agreement
or this Receipt, including, without limitation, this Article 3.

            The representations and warranties included within the Transfer
Certificate in the form of Annex II to be delivered shall survive such transfer,
surrender and withdrawal, split-up or combination of the Shares and Receipts.

            The delivery of Receipts against deposit of Shares generally or
against deposit of particular Shares may be suspended, or the transfer of
Receipts in particular instances may be refused, or the registration of transfer
of outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary or the Company at any time or from time
to time because of any requirement of law or of any government or governmental
body or commission, or under any provision of the Restricted Deposit Agreement
or this Receipt, or for any other reason.

            4.    EXCHANGE OF RESTRICTED AMERICAN DEPOSITARY SHARES FOR ADSs.

            Subject to applicable law and the terms and conditions of the
Restricted Deposit Agreement and this Receipt, upon receipt by the Depositary of
a written opinion of U.S. counsel satisfactory to the Depositary and a duly
executed and completed


                                      -5-
<PAGE>
Transfer Certificate substantially in the form annexed to the Restricted Deposit
Agreement, Restricted American Depositary Shares sold or otherwise transferred
in accordance with paragraphs (c), (e), (f), (g) and, if applicable (h) of Rule
144 under the Securities Act, pursuant to either Rule 144 or Rule 145 under the
Securities Act, without regard to any termination of certain restrictions by
operation of paragraph (k) of that Rule, shall be exchanged for ADSs issued
pursuant to the ADR Deposit Agreement. The transferees of the interests of
Owners and Beneficial Owners of Receipts under the Restricted Deposit Agreement
shall thereafter be owners and beneficial owners of ADRs issued pursuant to the
ADR Deposit Agreement and shall have all of the rights and obligations set forth
under the ADR Deposit Agreement and the ADRs. In connection with an Exchange,
all Owners and Beneficial Owners of Receipts issued under the Restricted Deposit
Agreement shall be deemed to have made the representations and warranties set
forth in Section 3.03 of the ADR Deposit Agreement. Each Owner and Beneficial
Owner acknowledges and agrees that there can be no assurance that applicable
laws will permit the Depositary to effect an Exchange as described herein and in
the Restricted Deposit Agreement.

            5.    LIABILITY OF OWNER OR BENEFICIAL OWNER FOR TAXES.

            If any tax or other governmental charge shall become payable by the
Custodian or the Depositary with respect to any Receipt or any Deposited
Securities represented hereby, such tax or other governmental charge shall be
payable by the Owner or Beneficial Owner hereof to the Depositary. The
Depositary may refuse to effect any transfer of this Receipt or any withdrawal
of Deposited Securities represented by Restricted American Depositary Shares
evidenced by such Receipt until such payment is made, and may withhold any
dividends or other distributions, or may sell for the account of the Owner or
Beneficial Owner hereof any part or all of the Deposited Securities represented
by the Restricted American Depositary Shares evidenced by this Receipt, and may
apply such dividends or other distributions or the proceeds of any such sale in
payment of such tax or other governmental charge and the Owner or Beneficial
Owner hereof shall remain liable for any deficiency.

            6.    WARRANTIES ON DEPOSIT OF SHARES.

            Every person depositing Shares under the Restricted Deposit
Agreement shall be deemed thereby to represent and warrant, in addition to such
representations and warranties as may be required pursuant to Section 2.02 of
the Restricted Deposit Agreement, that such Shares and each certificate therefor
are validly issued, fully paid, non-assessable, and free of any preemptive
rights of the holders of outstanding Shares and that the person making such
deposit is duly authorized so to do. Such representations and warranties shall
survive the deposit of Shares and issuance of Receipts.


                                      -6-
<PAGE>
            7.    FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

            Any person presenting Shares for deposit or any Owner or Beneficial
Owner of a Receipt may be required from time to time to file with the Depositary
or the Custodian such proof of citizenship or residence, exchange control
approval, or such information relating to the registration on the books of the
Company or the Foreign Registrar, if applicable, to execute such certificates
and to make such representations and warranties, as the Depositary may deem
necessary or proper. The Depositary may withhold the delivery or registration of
transfer of any Receipt or the distribution of any dividend or sale or
distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made. No Share
shall be accepted for deposit unless accompanied by evidence satisfactory to the
Depositary that any necessary approval has been granted by any governmental body
in The Republic of Ireland which is then performing the function of the
regulation of currency exchange.

            8.    CHARGES OF DEPOSITARY.

            The Company agrees to pay the fees, reasonable expenses and
out-of-pocket charges of the Depositary and those of any Registrar only in
accordance with agreements in writing entered into between the Depositary and
the Company from time to time. The Depositary shall present its statement for
such charges and expenses to the Company once every three months. The charges
and expenses of the Custodian are for the sole account of the Depositary.

            The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Company or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.03 of the Restricted Deposit Agreement), whichever applicable: (1)
taxes and other governmental charges, (2) such registration fees as may from
time to time be in effect for the registration of transfers of Shares generally
on the Share register of the Company or Foreign Registrar and applicable to
transfers of Shares to the name of the Depositary or its nominee or the
Custodian or its nominee on the making of deposits or withdrawals under the
terms of the Restricted Deposit Agreement, (3) such cable, telex and facsimile
transmission expenses as are expressly provided in the Restricted Deposit
Agreement, (4) such expenses as are incurred by the Depositary in the conversion
of foreign currency pursuant to Section 4.05 of the Restricted Deposit
Agreement, (5) a fee of $5.00 or less per 100 Restricted American Depositary
Shares (or portion


                                      -7-
<PAGE>
thereof) for the execution and delivery of Receipts pursuant to Section 2.03,
4.03 or 4.04 of the Restricted Deposit Agreement and the surrender of Receipts
pursuant to Section 2.05 or 6.02 of the Restricted Deposit Agreement, (6) a fee
of $.02 or less per Restricted American Depositary Share (or portion thereof)
for any cash distribution made pursuant to Sections 4.01 through 4.04 of the
Restricted Deposit Agreement and (7) a fee for the distribution of securities
pursuant to Section 4.02 of the Restricted Deposit Agreement, such fee being in
an amount equal to the fee for the execution and delivery of Restricted American
Depositary Shares referred to above which would have been charged as a result of
the deposit of such securities (for purposes of this clause 7 treating all such
securities as if they were Shares), but which securities are instead distributed
by the Depositary to Owners and (8) a fee not in excess of $1.50 per certificate
for a Receipt or Receipts for transfers made pursuant to the terms of the
Restricted Deposit Agreement.

            The Depositary, subject to Article 8 hereof, may own and deal in any
class of securities of the Company and its affiliates and in Receipts.

            9.    TITLE TO RECEIPTS.

            It is a condition of this Receipt and every successive Owner and
Beneficial Owner of this Receipt by accepting or holding the same consents and
agrees, that title to this Receipt when properly endorsed or accompanied by
proper instruments of transfer, including, without limitation, any
certifications and agreements and opinions of counsel as may be required
pursuant to the terms and conditions of certificates and opinions required under
the Restricted Deposit Agreement, is transferable by delivery with the same
effect as in the case of a negotiable instrument under the laws of New York;
provided, however, that the Depositary, notwithstanding any notice to the
contrary, may treat the person in whose name this Receipt is registered on the
books of the Depositary as the absolute owner hereof for the purpose of
determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Restricted Deposit Agreement
or for all other purposes.

            10.   VALIDITY OF RECEIPT.

            This Receipt shall not be entitled to any benefits under the
Restricted Deposit Agreement or be valid or obligatory for any purpose, unless
this Receipt shall have been executed by the Depositary by the manual signature
of a duly authorized signatory of the Depositary; provided, however that such
signature may be a facsimile if a Registrar for the Receipts shall have been
appointed and such Receipts are countersigned by the manual or facsimile
signature of a duly authorized officer of the Registrar.

            11.   REPORTS; INSPECTION OF TRANSFER BOOKS.

            The Depositary will make available for inspection by Owners of
Receipts at its Corporate Trust Office any reports and communications, including
any proxy soliciting material, received from the Company which are both (a)
received by the Depositary as the holder of the Deposited Securities and (b)
made generally available to the holders of such Deposited Securities by the
Company. The Depositary will also send


                                      -8-
<PAGE>
to Owners of Receipts copies of such reports when furnished by the Company
pursuant to the Restricted Deposit Agreement. Any such reports and
communications, including any such proxy soliciting material, furnished to the
Depositary by the Company shall be furnished in English to the extent such
materials are required to be translated into English pursuant to any regulations
of the Commission.

            The Depositary will keep books, at its Corporate Trust Office, for
the registration of Receipts and transfers of Receipts which at all reasonable
times shall be open for inspection by the Owners of Receipts provided that such
inspection shall not be for the purpose of communicating with Owners of Receipts
in the interest of a business or object other than the business of the Company
or a matter related to the Restricted Deposit Agreement or the Receipts.

            12.   DIVIDENDS AND DISTRIBUTIONS.

            Whenever the Depositary receives any cash dividend or other cash
distribution on any Deposited Securities, the Depositary will, if at the time of
receipt thereof any amounts received in a foreign currency can in the judgment
of the Depositary be converted on a reasonable basis into United States dollars
transferable to the United States, and subject to the Restricted Deposit
Agreement, convert such dividend or distribution into dollars and will
distribute the amount thus received (net of the fees and expenses of the
Depositary as provided in Article 7 hereof and Section 5.09 of the Restricted
Deposit Agreement) to the Owners of Receipts entitled thereto; provided,
however, that in the event that the Company or the Depositary is required to
withhold and does withhold from any cash dividend or other cash distribution in
respect of any Deposited Securities an amount on account of taxes, the amount
distributed to the Owners of the Receipts evidencing Restricted American
Depositary Shares representing such Deposited Securities shall be reduced
accordingly.

            Subject to the provisions of Section 4.11 and 5.09 of the Restricted
Deposit Agreement, whenever the Depositary receives any distribution other than
a distribution described in Section 4.01, 4.03 or 4.04 of the Restricted Deposit
Agreement, the Depositary will cause the securities or property received by it
to be distributed to the Owners entitled thereto, in any manner that the
Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the opinion of the Depositary such
distribution cannot be made proportionately among the Owners of Receipts
entitled thereto, or if for any other reason the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable and practicable for the purpose of effecting such distribution,
including, but not limited to, the public or private sale of the securities or
property thus received, or any part thereof, and the net proceeds of any such
sale (net of the fees and expenses of the Depositary as provided in Article 7
hereof and Section 5.09 of the Restricted Deposit Agreement) will be distributed
by the Depositary to the Owners of Receipts entitled


                                      -9-
<PAGE>
thereto all in the manner and subject to the conditions described in Section
4.01 of the Restricted Deposit Agreement.

            If any distribution consists of a dividend in, or free distribution
of, Shares, the Depositary may distribute to the Owners of outstanding Receipts
entitled thereto, additional Receipts evidencing an aggregate number of
Restricted American Depositary Shares representing the amount of Shares received
as such dividend or free distribution subject to the terms and conditions of the
Restricted Deposit Agreement with respect to the deposit of Shares and the
issuance of Restricted American Depositary Shares evidenced by Receipts,
including the withholding of any tax or other governmental charge as provided in
Section 4.11 of the Restricted Deposit Agreement and the payment of the fees and
expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of
the Restricted Deposit Agreement. The Depositary may withhold any such
distribution of Receipts under Section 4.03 of the Restricted Deposit Agreement
if it has not received satisfactory assurances from the Company that such
distribution does not require registration under the Securities Act of 1933 or
is exempt from registration under the provisions of such Act. In lieu of
delivering Receipts for fractional Restricted American Depositary Shares in any
such case, the Depositary will sell the amount of Shares represented by the
aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in Section 4.01 of the Restricted
Deposit Agreement. If additional Receipts are not so distributed, each
Restricted American Depositary Share shall thenceforth also represent the
additional Shares distributed upon the Deposited Securities represented thereby.
Each beneficial owner of Receipts or Shares so distributed shall be deemed to
have acknowledged that the Receipts or Shares have not been registered under the
Securities Act and to have agreed to comply with the restrictions on transfer
set forth on the face of this Receipt.

            In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges, and the Depositary shall distribute the net proceeds of any
such sale after deduction of such taxes or charges to the Owners of Receipts
entitled thereto.

            13.   RIGHTS.

            In the event that the Company shall offer or cause to be offered to
the holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary shall have discretion
as to the procedure to be followed in making such rights available to any Owners
or in disposing of such rights on behalf of any Owners and making the net
proceeds available to such Owners or, if by the terms of such rights offering or
for any other reason, the Depositary may not either make


                                      -10-
<PAGE>
such rights available to any Owners or dispose of such rights and make the net
proceeds available to such Owners, then the Depositary shall allow the rights to
lapse. If at the time of the offering of any rights the Depositary determines in
its discretion that it is lawful and feasible to make such rights available to
all Owners or to certain Owners but not to other Owners, the Depositary may
distribute to any Owner to whom it determines the distribution to be lawful and
feasible, in proportion to the number of Restricted American Depositary Shares
held by such Owner, warrants or other instruments therefor in such form as it
deems appropriate.

            In circumstances in which rights would otherwise not be distributed,
if an Owner of Receipts requests the distribution of warrants or other
instruments in order to exercise the rights allocable to the Restricted American
Depositary Shares of such Owner hereunder, the Depositary will make such rights
available to such Owner upon written notice from the Company to the Depositary
that (a) the Company has elected in its sole discretion to permit such rights to
be exercised and (b) such Owner has executed such documents as the Company has
determined in its sole discretion are reasonably required under applicable law.

            If the Depositary has distributed warrants or other instruments for
rights to all or certain Owners, then upon instruction from such an Owner
pursuant to such warrants or other instruments to the Depositary from such Owner
to exercise such rights, upon payment by such Owner to the Depositary for the
account of such Owner of an amount equal to the purchase price of the Shares to
be received upon the exercise of the rights, and upon payment of the fees and
expenses of the Depositary and any other charges as set forth in such warrants
or other instruments, the Depositary shall, on behalf of such Owner, exercise
the rights and purchase the Shares, and the Company shall cause the Shares so
purchased to be delivered to the Depositary on behalf of such Owner. As agent
for such Owner, the Depositary will cause the Shares so purchased to be
deposited pursuant to Section 2.02 of the Restricted Deposit Agreement, and
shall, pursuant to Section 2.03 of the Restricted Deposit Agreement, execute and
deliver Receipts to such Owner. In the case of a distribution pursuant to the
second paragraph of this Article 13, such Receipts shall be legended in
accordance with applicable U.S. laws, and shall be subject to the appropriate
restrictions on sale, deposit, cancellation, and transfer under such laws.

            If the Depositary determines in its discretion that it is not lawful
and feasible to make such rights available to all or certain Owners, it may sell
the rights, warrants or other instruments in proportion to the number of
Restricted American Depositary Shares held by the Owners to whom it has
determined it may not lawfully or feasibly make such rights available, and
allocate the net proceeds of such sales (net of the fees and expenses of the
Depositary as provided in Section 5.09 of the Restricted Deposit Agreement and
all taxes and governmental charges payable in connection with such rights and
subject to the terms and conditions of the Restricted Deposit Agreement) for the
account of such Owners otherwise entitled to such rights, warrants or other


                                      -11-
<PAGE>
instruments, upon an averaged or other practical basis without regard to any
distinctions among such Owners because of exchange restrictions or the date of
delivery of any Receipt or otherwise.

            The Depositary will not offer rights to Owners unless both the
rights and the securities to which such rights relate are either exempt from
registration under the Securities Act with respect to a distribution to all
Owners or are registered under the provisions of such Act; provided, that
nothing in this Restricted Deposit Agreement shall create, any obligation on the
part of the Company to file a registration statement with respect to such rights
or underlying securities or to endeavor to have such a registration statement
declared effective. If an Owner of Receipts requests the distribution of
warrants or other instruments, notwithstanding that there has been no such
registration under such Act, the Depositary shall not effect such distribution
unless it has received an opinion from recognized counsel in the United States
for the Company upon which the Depositary may rely that such distribution to
such Owner is exempt from such registration.

            The Depositary shall not be responsible for any failure to determine
that it may be lawful or feasible to make such rights available to Owners in
general or any Owner in particular.

            14.   CONVERSION OF FOREIGN CURRENCY.

            Whenever the Depositary or the Custodian shall receive foreign
currency, by way of dividends or other distributions or the net proceeds from
the sale of securities, property or rights, and if at the time of the receipt
thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars
transferred to the United States, the Depositary shall convert or cause to be
converted, by sale or in any other manner that it may determine, such foreign
currency into Dollars, and such Dollars shall be distributed to the Owners
entitled thereto or, if the Depositary shall have distributed any warrants or
other instruments which entitle the holders thereof to such Dollars, then to the
holders of such warrants and/or instruments upon surrender thereof for
cancellation. Such distribution may be made upon an averaged or other
practicable basis without regard to any distinctions among Owners on account of
exchange restrictions, the date of delivery of any Receipt or otherwise and
shall be net of any expenses of conversion into Dollars incurred by the
Depositary as provided in Section 5.09 of the Restricted Deposit Agreement.

            If such conversion or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary shall
file such application for approval or license, if any, as it may deem desirable.

            If at any time the Depositary shall determine that in its judgment
any foreign currency received by the Depositary or the Custodian is not
convertible on a


                                      -12-
<PAGE>
reasonable basis into Dollars transferable to the United States, or if any
approval or license of any government or agency thereof which is required for
such conversion is denied or in the opinion of the Depositary is not obtainable,
or if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such foreign
currency) received by the Depositary to, or in its discretion may hold such
foreign currency uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same.

            If any such conversion of foreign currency, in whole or in part,
cannot be effected for distribution to some of the Owners entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
Dollars to the extent permissible to the Owners entitled thereto and may
distribute the balance of the foreign currency received by the Depositary to, or
hold such balance uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled thereto.

            15.   RECORD DATES.

            Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or whenever rights
shall be issued with respect to the Deposited Securities, or whenever the
Depositary shall receive notice of any meeting of holders of Shares or other
Deposited Securities, or whenever for any reason the Depositary causes a change
in the number of Shares that are represented by each Restricted American
Depositary Share, or whenever the Depositary shall find it necessary or
convenient, the Depositary shall fix a record date, which shall be the record
date, if any, established by the Company for such purpose or, if different, as
close thereto as practicable, (a) for the determination of the Owners of
Receipts who shall be (i) entitled to receive such dividend, distribution or
rights or the net proceeds of the sale thereof or (ii) entitled to give
instructions for the exercise of voting rights at any such meeting, or (b) on or
after which each Restricted American Depositary Share will represent the changed
number of Shares, subject to the provisions of the Restricted Deposit Agreement.

            16.   VOTING OF DEPOSITED SECURITIES.

            Upon receipt of notice of any meeting of holders of Shares or other
Deposited Securities, if requested in writing by the Company, the Depositary
shall, as soon as practicable thereafter, mail to the Owners of Receipts a
notice, the form of which notice shall be in the sole discretion of the
Depositary, which shall contain (a) all of the information contained in such
notice of meeting received by the Depositary from the Company, (b) a statement
that the Owners of Receipts as of the close of business on a specified record
date will be entitled, subject to any applicable provision of law and of the
Memorandum and Articles of Association of the Company, to instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to the
amount of Shares or other Deposited Securities represented by their respective
Restricted American Depositary


                                      -13-
<PAGE>
Shares, (c) a statement that Owners who instruct the Depositary as to the
exercise of their voting rights will be deemed to have instructed the Depositary
or its authorized representative to call for a poll with respect to each matter
for which such instructions are given, subject to any applicable provisions of
Irish law and of the Memorandum and Articles of Association of the Company and
(d) if applicable, a statement as to the manner in which such instructions may
be given, including an express indication that instructions may be given or
deemed given in accordance with the last sentence of this paragraph if no
instruction is received, to the Depositary to give a discretionary proxy to a
person designated by the Company. Upon the written request of an Owner of a
Receipt on such record date, received on or before the date established by the
Depositary for such purpose, the Depositary shall endeavor insofar as
practicable to vote or cause to be voted the amount of Shares or other Deposited
Securities represented by such Restricted American Depositary Shares evidenced
by such Receipt in accordance with the instructions set forth in such request.
Accordingly, the Depositary will cause its authorized representative to attend
each meeting of holders of Shares and call for a poll as instructed in
accordance with clause (c) above for the purpose of effecting such vote. The
Depositary shall not vote or attempt to exercise the right to vote that attaches
to the Shares or other Deposited Securities, other than in accordance with such
instructions. If no instructions are received by the Depositary from any Owner
with respect to any of the Deposited Securities represented by the Restricted
American Depositary Shares evidenced by such Owner's Receipts on or before the
date established by the Depositary for such purpose, the Depositary will deem
such Owner to have instructed the Depositary to give a discretionary proxy to a
person designated by the Company with respect to such Deposited Securities and
the Depositary will give a discretionary proxy to a person designated by the
Company to vote such Deposited Securities; provided, however, that no such
instructions will be deemed given and no such discretionary proxy will be given
if the Company notifies the Depositary (and the Company agrees to provide such
notice, if applicable, as promptly as practicable in writing) that the matter to
be voted upon is one of the following:

            1.    is a matter not submitted to shareholders by means of a
            proxy statement comparable to that specified in Schedule 14-A of
            the Commission;

            2.    is the subject of a counter-solicitation, or is part of a
            proposal made by a shareholder which is being opposed by
            management (i.e., a contest);

            3.    relates to a merger or consolidation (except when the
            Company's proposal is to merge with its own wholly-owned
            subsidiary, provided its shareholders dissenting thereto do not
            have rights of appraisal);

            4.    involves right of appraisal;

            5.    authorizes mortgaging of property;


                                      -14-
<PAGE>
            6.    authorizes or creates indebtedness or increases the
            authorized amount of indebtedness;

            7.    authorizes or creates preferred shares or increases the
            authorized amount of existing preferred shares;

            8.    alters the terms or conditions of any shares of the
            Company's stock then outstanding or existing indebtedness;

            9. involves waiver or modification of preemptive rights (except when
            the Company's proposal is to waive such rights with respect to
            ordinary shares being offered pursuant to stock option or purchase
            plans involving the additional issuance of not more than 5% of the
            Company's outstanding ordinary shares (see Item 12 below));

            10. alters voting provisions or the proportionate voting power of a
            class of shares, or the number of its votes per share (except where
            cumulative voting provisions govern the number of votes per share
            for election of directors and the Company's proposal involves a
            change in the number of its directors by not more than 10% or not
            more than one)

            11.   changes existing quorum requirements with respect to
            shareholder meetings;

            12. authorizes issuance of ordinary shares, or options to purchase
            ordinary shares, to directors, officers, or employees in an amount
            which exceeds 5% of the total amount of the class outstanding (when
            a plan is amended to extend its duration, the Company shall factor
            into the calculation the number of ordinary shares that remain
            available for issuance, the number of ordinary shares subject to
            outstanding options and any ordinary shares being added; should
            there be more than one plan being considered at the same meeting,
            all ordinary shares shall be aggregated).

            13.   authorizes

                  (a) a new profit-sharing or special remuneration plan, or a
                  new retirement plan, the annual cost of which will amount to
                  more than 10% of average annual income before taxes for the
                  preceding five years, or

                  (b) the amendment of an existing plan which would bring its
                  costs above 10% of such average annual income before taxes
                  (should there be more than one plan being considered at the
                  same meeting, all costs are aggregated; exceptions may be made
                  in cases of (a) retirement plans based on agreement or
                  negotiations with


                                      -15-
<PAGE>
                  labor unions (or which have been or are to be approved by such
                  unions); and (b) any related retirement plan for benefit of
                  non-union employees having terms substantially equivalent to
                  the terms of such union-negotiated plan, which is submitted
                  for action of stockholders concurrently with such
                  union-negotiated plan);

            14.   changes the purposes or powers of the Company to an extent
            which would permit it to change a materially different line of
            business and it is the Company's stated intention to make such a
            change;

            15.   authorizes the acquisition of property, assets, or a
            company, where the consideration to be given has a fair value of
            20% or more of the market value of the previously outstanding
            shares;

            16.   authorizes the sale or other disposition of assets or
            earning power of 20% or more of those existing prior to the
            transaction;

            17.   authorizes a transaction not in the ordinary course of
            business in which an officer, director or substantial security
            holder has a direct or indirect interest; or

            18. reduces earned surplus by 51% or more, or reduces earned surplus
            to an amount less than the aggregate of three years' ordinary share
            dividends computed at the current dividend rate.

            17.   CHANGES AFFECTING DEPOSITED SECURITIES.

            In circumstances where the provisions of Section 4.03 of the
Restricted Deposit Agreement do not apply, upon any change in nominal value,
change in par value, split-up, consolidation, or any other reclassification of
Deposited Securities, or upon any recapitalization, reorganization, merger or
consolidation, or sale of assets affecting the Company or to which it is a
party, any securities which shall be received by the Depositary or a Custodian
in exchange for or in conversion of or in respect of Deposited Securities shall
be treated as new Deposited Securities under the Restricted Deposit Agreement,
and Restricted American Depositary Shares shall thenceforth represent, in
addition to the existing Deposited Securities, the right to receive the new
Deposited Securities so received in exchange or conversion, unless additional
Receipts are delivered pursuant to the following sentence. In any such case the
Depositary may execute and deliver additional Receipts as in the case of a
dividend in Shares, or call for the surrender of outstanding Receipts to be
exchanged for new Receipts specifically describing such new Deposited
Securities.


                                      -16-
<PAGE>
            18.   LIABILITY OF THE COMPANY AND DEPOSITARY.

            Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner of any Receipt, if by reason of any provision of any
present or future law or regulation of the United States or any other country,
or of any other governmental or regulatory authority, or by reason of any
provision, present or future, of the Memorandum and Articles of Association of
the Company, or by reason of any provision of any securities issued or
distributed by the Company, or any offering or distribution thereof, or by
reason of any act of God or war or other circumstances beyond its control, the
Depositary or the Company shall be prevented, delayed or forbidden from or be
subject to any civil or criminal penalty on account of doing or performing any
act or thing which by the terms of the Restricted Deposit Agreement or Deposited
Securities it is provided shall be done or performed; nor shall the Depositary
or the Company or any of their respective directors, employees, agents or
affiliates incur any liability to any Owner or Beneficial Owner of a Receipt by
reason of any non-performance or delay, caused as aforesaid, in the performance
of any act or thing which by the terms of the Restricted Deposit Agreement it is
provided shall or may be done or performed, or by reason of any exercise of, or
failure to exercise, any discretion provided for in the Restricted Deposit
Agreement. Where, by the terms of a distribution pursuant to Section 4.01, 4.02
or 4.03 of the Restricted Deposit Agreement, or an offering or distribution
pursuant to Section 4.04 of the Restricted Deposit Agreement, such distribution
or offering may not be made available to Owners of Receipts, and the Depositary
may not dispose of such distribution or offering on behalf of such Owners and
make the net proceeds available to such Owners, then the Depositary shall not
make such distribution or offering, and shall allow any rights, if applicable,
to lapse. Neither the Company nor the Depositary assumes any obligation or shall
be subject to any liability under the Restricted Deposit Agreement to Owners or
Beneficial Owners of Receipts, except that they agree to perform their
obligations specifically set forth in the Restricted Deposit Agreement without
negligence or bad faith. The Depositary shall not be subject to any liability
with respect to the validity or worth of the Deposited Securities. Neither the
Depositary nor the Company shall be under any obligation to appear in, prosecute
or defend any action, suit, or other proceeding in respect of any Deposited
Securities or in respect of the Receipts, which in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all expense
and liability shall be furnished as often as may be required, and the Custodian
shall not be under any obligation whatsoever with respect to such proceedings,
the responsibility of the Custodian being solely to the Depositary. Neither the
Depositary nor the Company shall be liable for any action or nonaction by it in
reliance upon the advice of or information from legal counsel, accountants, any
person presenting Shares for deposit, any Owner or Beneficial Owner of a
Receipt, or any other person believed by it in good faith to be competent to
give such advice or information. The Depositary shall not be responsible for any
failure to carry out any instructions to vote any of the Deposited Securities,
or for the manner in which any such vote is cast or the effect of any such vote,
provided that any such action or nonaction is in good faith. The Depositary


                                      -17-
<PAGE>
shall not be liable for any acts or omissions made by a successor depositary
whether in connection with a previous act or omission of the Depositary or in
connection with a matter arising wholly after the removal or resignation of the
Depositary, provided that in connection with the issue out of which such
potential liability arises, the Depositary performed its obligations without
negligence or bad faith while it acted as Depositary. The Company agrees to
indemnify the Depositary, its directors, employees, agents and affiliates and
any Custodian against, and hold each of them harmless from, any liability or
expense (including, but not limited to, the expenses of counsel) which may arise
out of acts performed or omitted, in accordance with the provisions of the
Restricted Deposit Agreement and of the Receipts, as the same may be amended,
modified, or supplemented from time to time, (i) by either the Depositary or a
Custodian or their respective directors, employees, agents and affiliates,
except for any liability or expense arising out of the negligence or bad faith
of either of them, or (ii) by the Company or any of its directors, employees,
agents and affiliates. No disclaimer of liability under the Securities Act is
intended by any provision of the Restricted Deposit Agreement.

            19.   RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF
SUCCESSOR CUSTODIAN.

            The Depositary may at any time resign as Depositary hereunder by
written notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as provided in the Restricted Deposit
Agreement. The Depositary may at any time be removed by the Company by written
notice of such removal, effective upon the appointment of a successor depositary
and its acceptance of such appointment as provided in the Restricted Deposit
Agreement. Whenever the Depositary in its discretion determines that it is in
the best interest of the Owners of Receipts to do so, it may appoint a
substitute or additional custodian or custodians.

            20.   AMENDMENT.

            The form of the Receipts and any provisions of the Restricted
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary without the consent of Owners or
Beneficial Owners of Receipts in any respect which they may deem necessary or
desirable, including, without limitation, amendments agreed upon pursuant to
Section 2.09 of the Restricted Deposit Agreement. Any amendment which shall
impose or increase any fees or charges (other than taxes and other governmental
charges, registration fees and cable, telex or facsimile transmission costs,
delivery costs or other such expenses), or which shall otherwise prejudice any
substantial existing right of Owners of Receipts, shall, however, not become
effective as to outstanding Receipts until the expiration of thirty days after
notice of such amendment shall have been given to the Owners of outstanding
Receipts. Every Owner of a Receipt at the time any amendment so becomes
effective shall be deemed, by continuing to hold such Receipt, to consent and
agree to such amendment and to be


                                      -18-
<PAGE>
bound by the Restricted Deposit Agreement as amended thereby. In no event shall
any amendment impair the right of the Owner of any Receipt to surrender such
Receipt and receive therefor the Deposited Securities represented thereby except
in order to comply with mandatory provisions of applicable law.

            21.   TERMINATION OF RESTRICTED DEPOSIT AGREEMENT.

            The Depositary at any time at the direction of the Company, shall
terminate the Restricted Deposit Agreement by mailing notice of such termination
to the Owners of all Receipts then outstanding at least 90 days prior to the
date fixed in such notice for such termination. The Depositary may likewise
terminate the Restricted Deposit Agreement by mailing notice of such termination
to the Company and the Owners of all Receipts then outstanding if at any time 90
days shall have expired after the Depositary shall have delivered to the Company
a written notice of its election to resign and a successor depositary shall not
have been appointed and accepted its appointment as provided in the Restricted
Deposit Agreement. On and after the date of termination, the Owner of a Receipt
will, upon (a) surrender of such Receipt at the Corporate Trust Office of the
Depositary, (b) payment of the fee of the Depositary for the surrender of
Receipts referred to in Section 2.05 of the Restricted Deposit Agreement, and
(c) payment of any applicable taxes or governmental charges, be entitled to
delivery, to him or upon his order, of the amount of Deposited Securities
represented by the Restricted American Depositary Shares evidenced by such
Receipt. If any Receipts shall remain outstanding after the date of termination,
the Depositary thereafter shall discontinue the registration of transfers of
Receipts, shall suspend the distribution of dividends to the Owners thereof, and
shall not give any further notices or perform any further acts under the
Restricted Deposit Agreement, except that the Depositary shall continue to
collect dividends and other distributions pertaining to Deposited Securities,
shall sell rights and other property as provided in the Restricted Deposit
Agreement, and shall continue to deliver Deposited Securities, together with any
dividends or other distributions received with respect thereto and the net
proceeds of the sale of any rights or other property, in exchange for Receipts
surrendered to the Depositary (after deducting, in each case, the fee of the
Depositary for the surrender of a Receipt, any expenses for the account of the
Owner of such Receipt in accordance with the terms and conditions of the
Restricted Deposit Agreement, and any applicable taxes or governmental charges).
At any time after the expiration of one year from the date of termination, the
Depositary may sell the Deposited Securities then held under the Restricted
Deposit Agreement and may thereafter hold uninvested the net proceeds of any
such sale, together with any other cash then held by it thereunder, unsegregated
and without liability for interest, for the pro rata benefit of the Owners of
Receipts which have not theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect to such net proceeds.
After making such sale, the Depositary shall be discharged from all obligations
under the Restricted Deposit Agreement, except to account for such net proceeds
and other cash (after deducting, in each case, the fee of the Depositary for the
surrender of a Receipt, any expenses for the account of the Owner of such
Receipt in accordance with the terms and conditions of the


                                      -19-
<PAGE>
Restricted Deposit Agreement, and any applicable taxes or governmental charges).
Upon the termination of the Restricted Deposit Agreement, the Company shall be
discharged from all obligations under the Restricted Deposit Agreement except
for its obligations to the Depositary with respect to indemnification, charges,
and expenses.

            22.   DISCLOSURE OF INTERESTS.

            Notwithstanding any other provision of this Receipt or the Deposit
Agreement, each Owner and Beneficial Owner agrees to be bound by and subject to
Irish law and the Memorandum and Articles of Association of the Company (to the
same extent as if such Restricted American Depositary Shares evidenced by such
Receipt were the Shares represented by such Restricted American Depositary
Shares evidenced by such Receipt; provided, however, that such provisions shall
apply to such persons only to the extent feasible), and to provide such
information to the Company relating to ownership of the Shares as may be
required thereunder. Under Irish law, as in effect on the date of the Deposit
Agreement, a person who acquires an interest in 5% or more of the Shares, must
notify the Company within five business days of its interest and of certain
circumstances affecting that interest. In addition, such person must give notice
of any change in its interest above the 5% level and any reduction thereof below
the 5% level. Failure of an Owner or Beneficial Owner to provide the required
information within the prescribed time period and in the prescribed manner is an
offense under Irish law and will result in no right or interest in respect of
the relevant shares being enforceable by action or legal proceedings under Irish
law (including voting rights and certain rights as to dividends in respect of
those Shares).

            If the Company requests information from the Depositary or the
Custodian, as the registered owners of Shares, pursuant to Irish law or the
Memorandum and Articles of Association of the Company, the obligations of the
Depositary or the Custodian, as the case may be, shall be limited to disclosing
to the Company such information relating to the Shares in question as has in
each case been recorded by it pursuant to the terms of the Deposit Agreement.


                                      -20-