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                                                                     EXHIBIT 4.4

                             AMARIN CORPORATION PLC
                             2002 STOCK OPTION PLAN


SECTION 1. PURPOSE

The Amarin Corporation plc 2002 Stock Option Plan, (the "Plan") is intended to
promote the interests of Amarin Corporation plc (the "Company") and its
shareholders by aiding the Company in attracting and retaining Employees,
officers, Consultants, independent contractors and non-Employee Directors
capable of assuring the future success of the Company, offering such persons
incentives to put forth maximum efforts for the success of the Company's
business and affording such persons an opportunity to acquire a proprietary
interest in the Company. The Plan will provide a means by which Eligible Persons
may acquire Shares of the Company pursuant to Awards to purchase a specified
number of Shares, subject to the conditions and restrictions contained herein.
This Plan is subject to approval by the shareholders of the Company within 12
months before or after this Plan is adopted by the Board. Any Shares purchased
before shareholder approval is obtained shall be rescinded if shareholder
approval is not obtained within 12 months before or after this Plan is adopted.
Such Shares shall not be counted in determining whether such approval is
obtained.

SECTION 2. DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth
below:

         (a) "ADSs" shall mean the American Depositary Shares, representing
         ordinary shares of the Company, issued under the Company's American
         Depositary Receipt facility.

         (b) "Affiliate" shall mean (i) any entity that, directly or indirectly
         through one or more intermediaries, is controlled by the Company and
         (ii) any entity in which the Company has a significant equity interest,
         in each case as determined by the Committee.

         (c) "Applicable Laws" means the legal and regulatory requirements
         relating to stock options, if any, pursuant to English Law, U.S. state
         corporate laws, U.S. federal and state securities laws, the Code and
         the rules of any applicable stock exchange.

         (d) "Award" shall mean an award of any Option granted under the Plan.

         (e) "Award Agreement" shall mean any written agreement, contract or
         other instrument or document evidencing any Award granted under the
         Plan.

         (f) "Board" shall mean the Board of Directors of the Company.

         (g) "Cause" shall mean willful misconduct with respect to, or that is
         harmful to, the Company or any of its Affiliates including, without
         limitation, dishonesty, fraud, unauthorized use or disclosure of
         confidential information or trade secrets or other misconduct
         (including, without limitation, conviction for a felony), in each case
         as reasonably determined by the Committee.

         (h) "Code" shall mean the United States of America Internal Revenue
         Code of 1986 as amended from time to time, and any regulations
         promulgated thereunder.

         (i) "Committee" shall mean the Remuneration Committee of Directors
         designated by the Board to administer the Plan.

         (j) "Company" shall mean Amarin Corporation plc (an English company,
         registered number 2353920) and any successor corporation.

         (k) "Consultant" means any person, including an advisor or Director,
         who is engaged by the Company or any Affiliate including any Parent or
         Subsidiary to render services and who is not an Employee.



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         (l) "Continuous Status as an Employee or Consultant" means the absence
         of any interruption or termination of service as an Employee or
         Consultant. Continuous Status as an Employee or Consultant shall not be
         considered interrupted in the case of: (i) vacation, sick leave,
         military leave or any other leave of absence approved by Company
         management or the Committee, provided that such leave is for a period
         of not more than ninety (90) days or such longer period as is
         separately approved by the Committee, unless re-employment upon the
         expiration of such leave is guaranteed by contract or statute, or
         unless provided otherwise pursuant to Company policy adopted from time
         to time; (ii) transfers between locations of the Company or between the
         Company, its Affiliates or their respective successors; or (iii) a
         change in status from an Employee to a Consultant or from a Consultant
         to an Employee.

         (m) "Control" means the ownership of more than (40)% of the issued
         share capital or other equity interest of the Company or the legal
         power to direct or cause the direction of the general management and
         policies of the Company.

         (n) "Director" shall mean a member of the Board.

         (o) "Eligible Person" shall mean any Employee, officer, Consultant,
         independent contractor or Director providing services to the Company or
         any Affiliate whom the Committee determines to be an Eligible Person.

         (p) "Employee" means any person, including officers and/or Directors
         (who meet the requirements of this Section), employed by the Company or
         any Affiliate of the Company, with the status of employment determined
         based upon such minimum number of hours or periods worked as shall be
         determined by Company management or the Committee in its discretion,
         subject to any requirements of the Code. The payment of a Director's
         fee by the Company to a Director shall not alone be sufficient to
         constitute "employment" of such Director by the Company.

         (q) "Fair Market Value" shall mean, as of any date, the fair market
         value of Shares determined as follows:

              (i) If the Shares are listed on any established stock exchange or
              a national market system, including without limitation the
              National Market of the National Association of Securities Dealers,
              Inc. Automated Quotation System ("NASDAQ"), its Fair Market Value
              shall be the closing sales price for such stock (or the closing
              bid, if no sales were reported) as quoted on such system or
              exchange, or, if there is more than one such system or exchange,
              the system or exchange with the greatest volume of trading in
              Shares for the last market trading day prior to the time of
              determination, as reported in The Wall Street Journal or such
              other source as the Committee deems reliable;

              (ii) If the Shares are quoted on the NASDAQ (but not on the
              National Market thereof) or regularly quoted by a recognized
              securities dealer but selling prices are not reported, its Fair
              Market Value shall be the mean between the high bid and low asked
              prices for the Shares for the last market trading day prior to the
              time of determination, as reported in The Wall Street Journal or
              such other source as the Committee deems reliable; or

              (iii) In the absence of an established market for the Shares, the
              Fair Market Value thereof shall be determined in good faith by the
              Committee.

         (r) "Grant Date" shall mean the date on which the Option is granted to
         the Optionee by the Committee, as set forth in the Award Agreement.

         (s) "Incentive Stock Option" shall mean an option granted under Section
         6(a) of the Plan that is intended to meet the requirements of Section
         422 of the Code or any successor provision.

         (t) "Non-Qualified Stock Option" shall mean an option granted under
         Section 6(a) of the Plan that is not intended to be an Incentive Stock
         Option.

         (u) "Option" shall mean an Incentive Stock Option or a Non-Qualified
         Stock Option.



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         (v) "Optionee" shall mean a Participant who has been granted an Option.

         (w) "Parent" shall have the meaning set forth in Section 424(e) of the
         Code or any successor provision.

         (x) "Participant" shall mean an Eligible Person designated to be
         granted an Award under the Plan.

         (y) "Person" shall mean any individual, corporation, partnership,
         association or trust.

         (z) "Plan" shall mean the Amarin Corporation plc 2002 Stock Option
         Plan, as amended from time to time, the provisions of which are set
         forth herein.

         (aa) "Share" or "Shares" shall mean the Company's ordinary shares of
         (pound)1 each or any ADSs (or equivalent security) as the case may be.
         If at any time ADSs are registered under the Securities Exchange Act of
         1934, at least two members of the Committee shall qualify as
         non-Employee Directors within the meaning of Securities and Exchange
         Commission Regulation Section 240.16b-3.

         (bb) "Subsidiary" of the Company shall have the meaning set forth in
         Section 424(f) of the Code or any successor provision.

SECTION 3. ADMINISTRATION

         (a) Power and Authority of the Committee. The Plan shall be
         administered by the Committee. Subject to the express provisions of the
         Plan and to applicable law, the Committee shall have full power and
         authority to:

              (i) determine the Fair Market Value of the Shares, in accordance
              with the provisions of the Plan;

              (ii) select the Eligible Persons to whom Awards may from time to
              time be granted hereunder;

              (iii) determine whether and to what extent Awards are granted
              hereunder;

              (iv) grant Awards and to determine the exercise price of each
              Option, the term of each Option, the number and type of Shares to
              be covered by each such Award the vesting standards applicable to
              each such Option and any other terms, conditions and/or
              restrictions applicable to each such Award;

              (v) approve forms of agreement for use under the Plan;

              (vi) construe and interpret the terms of the Plan and Awards
              granted under the Plan;

              (vii) determine whether and under what circumstances an Award may
              be settled in Shares or other consideration instead of cash; and

              (viii) make any other determination and take any other action that
              the Committee deems necessary or desirable for the administration
              of the Plan.

Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon any
Participant, any holder or beneficiary of any Award and any employee of the
Company or any Affiliate.

         (b) Delegation. The Committee may delegate its powers and duties under
         the Plan to one or more Directors or to one or more officers of the
         Company, subject to such terms, conditions and limitations as the
         Committee may establish in its sole discretion. The Committee may also
         employ attorneys, consultants, accountants or other professional
         advisors and shall be entitled to rely upon the advice, opinions or
         valuations of any such advisors.


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         (c) Power and Authority of the Board of Directors. Notwithstanding
         anything to the contrary contained herein, the Board may, at any time
         and from time to time, without any further action of the Committee,
         exercise the powers and duties of the Committee under the Plan.

         (d) Effect of Committee's Decision. All decisions, determinations and
         interpretations of the Committee shall be final and binding on all
         Participants.

         (e) Liability; Indemnification. No member of the Committee, no member
         of the Board, or any individual to whom duties have been delegated,
         shall be personally liable for any action, interpretation or
         determination made with respect to the Plan or Awards made thereunder,
         and each member of the Committee and of the Board shall be fully
         indemnified and protected by the Company with respect to any liability
         he or she may incur with respect to such action, interpretation or
         determination, to the extent permitted by applicable law.

SECTION 4. SHARES AVAILABLE FOR AWARDS

         (a) Shares Available. Subject to adjustment as provided in Section 4(c)
         of the Plan, the Plan may issue up to 2 million Shares under all Awards
         ("the Plan Limit"). Shares to be issued under the Plan may be either
         authorized but unissued Shares, or Shares acquired in the open market
         or otherwise. If any Shares covered by an Award under the Plan expire
         or are forfeited, surrendered, canceled or otherwise terminated without
         being exercised in whole or in part, then the Shares as to which such
         Award was not exercised may, at the discretion of the Committee, be
         made available for subsequent grants under the Plan. Notwithstanding
         the foregoing, the number of Shares available for granting Incentive
         Stock Options under the Plan shall not exceed the Plan Limit, subject
         to adjustment as provided in the Plan and subject to the provisions of
         Section 422 or 424 of the Code or any successor provisions.

         (b) Accounting for Awards. For purposes of this Section 4, if an Award
         entitles the holder thereof to receive or purchase Shares, the number
         of Shares covered by such Award or to which such Award relates shall be
         counted on the Grant Date of such Award against the aggregate number of
         Shares available for granting Awards under the Plan.

         (c) Adjustments. In the event that the Committee shall determine that
         any dividend or other distribution (whether in the form of cash,
         Shares, other securities or other property), recapitalization, stock
         split, reverse stock split, reorganization, merger, consolidation,
         split-up, spin-off, combination, repurchase or exchange of Shares or
         other securities of the Company, issuance of warrants or other rights
         to purchase Shares or other securities of the Company or other similar
         corporate transaction or event affects the Shares such that an
         adjustment is determined by the Committee to be appropriate in order to
         prevent dilution or enlargement of the benefits or potential benefits
         intended to be made available under the Plan, then the Committee shall,
         in such manner as it may deem equitable, adjust any or all of (i) the
         number and type of Shares (or other securities or other property) that
         thereafter may be made the subject of Awards, (ii) the number and type
         of Shares (or other securities or other property) subject to
         outstanding Awards and (iii) the purchase or exercise price with
         respect to any Award; provided, however, that the number of Shares
         covered by any Award or to which such Award relates shall always be a
         whole number.

SECTION 5. ELIGIBILITY

Any Eligible Person shall be eligible to be designated a Participant. In
determining which Eligible Persons shall receive an Award and the terms of any
Award, the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions to
the success of the Company or such other factors as the Committee, in its
discretion, shall deem relevant.

SECTION 6. AWARDS

         (a) Options. The Committee is hereby authorized to grant Options to
         Participants with the following terms and conditions and with such
         additional terms and conditions not inconsistent with the provisions of
         the Plan as the Committee shall determine:



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              (i) Option Grant. Options granted herein may be either Incentive
              Stock Options within the meaning of Section 422 of the Code, as
              amended or Non-Qualified Stock Options. Incentive Stock Options
              may only be granted to full or part-time Employees (which term as
              used herein includes, without limitation, officers and Directors
              who are also Employees), and an Incentive Stock Option shall not
              be granted to an Employee of an Affiliate unless such Affiliate is
              also a Subsidiary or Parent of the Company. Any Option not
              designated as an Incentive Stock Option shall be deemed a
              Non-Qualified Stock Option. In addition, if at any time an Option
              designated as an Incentive Stock Option fails to meet the
              requirements of Section 422 of the Code, it shall be redesignated
              as a Non-Qualified Stock Option on the date of such failure for
              income tax purposes automatically without further action by the
              Committee. Subject to the provisions of the Plan, the Committee
              shall, from time to time, determine the terms, conditions and
              restrictions upon which Options shall be granted.

              (ii) Award Agreement. As a condition to the grant of an Award, the
              Optionee and the Company shall execute a written agreement
              containing such restrictions, terms, and conditions, if any, as
              the Committee may require. In the event of any express conflict
              between the terms and provisions of an Award Agreement and those
              of the Plan, the terms, provisions and restrictions of the Plan
              shall govern. In the event the Plan is silent as to a term,
              provision or restriction contained in the Award Agreements, the
              terms, provisions or restrictions of the Award Agreement shall
              govern. Similarly, in the event the Award Agreement is silent as
              to a term, provision or restriction contained in the Plan, the
              terms, provisions or restrictions of the Plan shall govern.

              (iii) Exercise Price. Subject to the adjustment provisions above,
              the purchase price per Share purchasable under an Option shall be
              determined by the Committee; provided, however, that such purchase
              price shall not be less than 100% of the Fair Market Value of a
              Share on the Grant Date of such Option.

              (iv) Consideration. The consideration to be paid for the Shares to
              be issued upon exercise of an Option, including the method of
              payment, shall be determined by the Committee and may consist
              entirely of (a) cash or check, (b) for nonqualified stock options
              only, cancellation of indebtedness of the Company to Optionee, (c)
              for nonqualified stock options only, promissory note (subject to
              approval by the Company, and provided that such note is for a term
              of not greater than five years and provides for a fair market rate
              of interest), (d) surrender of other Shares that (i) have been
              owned by Optionee for more than six months on the date of
              surrender or such other period as may be required to avoid a
              charge to the Company's earnings, and (ii) have a Fair Market
              Value on the date of surrender equal to the aggregate exercise
              price of Shares to be purchased by Optionee as to which such
              Option shall be exercised, (e) if there is a public market for the
              Shares and they are registered under the Securities Act, delivery
              of a properly executed exercise notice together with such other
              documentation as the Committee and the broker, if applicable,
              shall require to effect an exercise of the Option and delivery to
              the Company of the sale or loan proceeds required to pay the
              aggregate exercise price and any applicable income or employment
              taxes, (f) any combination of the foregoing methods of payment, or
              (g) such other consideration and method of payment for the
              issuance of Shares to the extent permitted under Applicable Laws
              and as determined by the Committee. In making its determination as
              to the type of consideration to accept, the Committee shall
              consider if acceptance of such consideration may be reasonably
              expected to benefit the Company or result in the recognition of
              compensation expense (or additional compensation expense) for
              financial reporting purposes.

              (v) Option Term. Except as otherwise provided herein, each Option
              shall have a term of ten years from the Grant Date of such Option.

              (vi) Time and Method of Exercise. The Committee shall determine
              the time or times at which an Option may be exercised in whole or
              in part.

              (vii) Vesting Schedule. Except as authorized by the Committee as
              permitted under the terms of this Plan, no Option will be
              exercisable until it has vested. The Committee will specify the
              vesting schedule for each Option at Grant Date, provided that if
              no vesting





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              schedule is specified at the time of grant, the Option shall vest
              in full over the course of three years from Grant Date as follows:

                   (A) thirty three percent (33%) of the total number of Shares
                   granted under the Option shall vest on the first anniversary
                   of Grant Date;

                   (B) thirty three percent (33%) of the Shares granted under
                   the Option shall vest on the second anniversary of Grant
                   Date; and

                   (C) thirty four percent (34%) of the Shares granted under the
                   Option shall vest on the third anniversary of Grant Date.

The Committee may specify a vesting schedule for all or any portion of an Option
based on the achievement of performance objectives with respect to the Company,
an Affiliate, Parent, Subsidiary and/or Optionee, and as shall be permissible
under the terms of the Plan.

              (viii) Acceleration of Vesting. If any person or company (either
              alone or together with any person or company acting in concert
              with him or it) (an "Acquiring Company"):-

                   (A) obtains Control of the Company, or

                   (B) having such Control, makes a general offer to acquire all
                   the Shares f the Company (other than those which are already
                   owned by him and/or any person acting in concert with him),

                   then, in the event of a Change of Control any part of any
                   Option that has not vested at the date of such change shall
                   be deemed to vest immediately before such Change of Control
                   and all Options will, unless otherwise agreed between the
                   shareholders of the Company and the Acquiring Company,
                   thereafter lapse twelve months following the Change of
                   Control.

                   The Committee may additionally also accelerate the vesting of
                   one or more outstanding Options at such times and in such
                   amounts as it determines in its sole discretion.

              (ix) Replacement of Options. If an Acquiring Company obtains
              Control of the Company as a result of making:

                   (A) a general offer to acquire the whole of the issued share
                   capital of the Company (other than that which is already
                   owned by the Acquiring Company and/or by its holding company
                   and/or any subsidiary of it or its holding company) which is
                   made on a condition such that if it is satisfied the person
                   making the offer will have Control of the Company or
                   otherwise obtains Control of the Company through any other
                   form of general offer; or

                   (B) obtains Control of the Company in pursuance of a
                   compromise or arrangement sanctioned by the Court under
                   section 425 of the UK Companies Act 1985; or

                   (C) becomes bound or entitled to acquire the Shares under
                   sections 428 to 430F of the UK Companies Act 1985;

                   then any Optionee may at any time within the appropriate
                   period, by agreement with the Acquiring Company, release each
                   subsisting Option he holds which has not lapsed in accordance
                   with any other provisions of this Plan ("the Old Option") in
                   consideration of the grant to him of a new Option ("the New
                   Option"). "The appropriate period" means; in a case falling
                   within (A) above, the period of twelve months beginning with
                   the time when the Acquiring Company has obtained Control of
                   the Company and any condition subject to which the offer is
                   made is satisfied; in a case falling within (B) above, the
                   period of twelve months beginning with the time


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                   when the court sanctions the compromise or arrangement; and
                   in a case falling within (C) above, the period during which
                   the Acquiring Company remains bound or entitled as mentioned
                   in that paragraph.

         The New Option shall:

                   (A) be over shares in the Acquiring Company, a company having
                   Control over the Acquiring Company, or a company which is or
                   has Control of a company which is a member of a consortium
                   owning either the Acquiring Company or a company having
                   control of the Acquiring Company;

                   (B) have an Option price calculated by reference to the
                   consideration paid for the issued Shares of the Company such
                   that all the Optionee's Shares under option are valued in the
                   same manner as the issued shares of the Company so acquired
                   by the Acquiring Company;

                   (C) be otherwise identical in terms to the Old Option; and

                   (D) for all other purposes of the Plan, be treated as having
                   been acquired at the same time as the Old Option in
                   consideration of the release of which it is granted.

              (x) Procedure for Exercise; Rights as a Shareholder. An Option
              shall be deemed to be exercised when (A) written notice of such
              exercise has been given to the Company in accordance with the
              terms of the Option by the person entitled to exercise the Option
              and the Company has received full payment for the Shares with
              respect to which the Option is exercised; and (B) (where
              appropriate) the Participant has received clearance to exercise
              such Option in accordance with the Company's share dealing code.
              An Option may not be exercised for a fraction of a Share. Full
              payment may, as authorized by the Committee, consist of any
              consideration and method of payment as described above. Until the
              issuance (as evidenced by the appropriate entry on the books of
              the Company or of a duly authorized transfer agent of the Company)
              of the stock certificate evidencing such Shares, no right to vote
              or receive dividends or any other rights as a shareholder shall
              exist with respect to the Shares subject to the Option,
              notwithstanding the exercise of the Option. The Company shall
              issue (or cause to be issued) such stock certificate within 28
              days upon exercise of the Option. Exercise of an Option in any
              manner shall result in a decrease in the number of Shares that
              thereafter may be available, both for purposes of the Plan and for
              sale under the Option, by the number of Shares as to which the
              Option is exercised.

              (xi) Effect of Termination.

                   (A) Termination for Cause. Notwithstanding the above, and
                   unless otherwise set forth in the Award Agreement, if a
                   Participant's Continuous Status as an Employee or Consultant
                   is terminated for Cause the Option shall expire immediately,
                   and shall not be exercisable with respect to any additional
                   Shares covered by the Option.

                   (B) Death or Disability. If a Participant's Continuous Status
                   as an Employee or Consultant is terminated by reason of death
                   or permanent and total disability, to the extent the Option
                   is then vested and exercisable (determined in accordance with
                   Section 6(a)(vii)), it shall be exercisable for twelve months
                   following the date of the Optionee's death or permanent and
                   total disability. In the case of the Optionee's death, his or
                   her designated beneficiary or estate may exercise the Option
                   by giving written notice to the Committee stating the number
                   of Shares with respect to which the Option is being exercised
                   and contemporaneously tendering payment, in cash, for the
                   Shares. For purposes of the Plan, "permanent and total
                   disability" shall mean that the Committee has determined that
                   the Optionee is disabled within the meaning of Section
                   22(e)(3) of the Code. In no event, however, may the Option be
                   exercised after the expiration of the Option's term, as
                   determined under Section 6(b)(v).

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                   (C) Other Termination. If a Participant's Continuous Status
                   as an Employee or Consultant is terminated for any reason
                   other than for Cause, death or permanent and total
                   disability, to the extent the Option is then vested and
                   exercisable (determined in accordance with Section
                   6(a)(vii)), it shall be exercisable for twelve months
                   following the date of such termination. In order for an
                   Option to retain its status as an Incentive Stock Option, it
                   must be exercised within three months following the date of
                   such termination. In no event, however, may the Option be
                   exercised after the expiration of the Option's term, as
                   determined under Section 6(b)(v).

              (xii) Incentive Stock Options. Notwithstanding anything in the
              Plan to the contrary, the following additional provisions shall
              apply to the grant of Options which are intended to qualify as
              Incentive Stock Options:

                   (A) The aggregate Fair Market Value (determined as of the
                   time the Option is granted) of the Shares with respect to
                   which Incentive Stock Options are exercisable for the first
                   time by any Participant during any calendar year (under this
                   Plan and all other plans of the Company and its Affiliates)
                   shall not exceed $100,000 in value, and to the extent that
                   the Fair Market Value of such Shares exceeds $100,000 (or any
                   such higher figure as determined under Section 422 of the
                   Code), such Options shall be deemed to be Non-Qualified
                   Options for the purposes of this Plan.

                   (B) All Incentive Stock Options must be granted within ten
                   years from the earlier of the date on which this Plan was
                   adopted by the Board of Directors or the date this Plan was
                   approved by the shareholders of the Company.

                   (C) Unless sooner exercised, all Incentive Stock Options
                   shall expire and no longer be exercisable no later than 10
                   years after the date of grant; provided, however, that in the
                   case of a grant of an Incentive Stock Option to a Participant
                   who, at the time such Option is granted, owns (within the
                   meaning of Section 422 of the Code) stock possessing more
                   than 10% of the total combined voting power of all classes of
                   stock of the Company or of its Affiliates, such Incentive
                   Stock Option shall expire and no longer be exercisable no
                   later than 5 years from the date of grant.

                   (D) The purchase price per Share for an Incentive Stock
                   Option shall be not less than 100% of the Fair Market Value
                   of a Share on the date of grant of the Incentive Stock
                   Option; provided, however, that, in the case of the grant of
                   an Incentive Stock Option to a Participant who, at the time
                   such Option is granted, owns (within the meaning of Section
                   422 of the Code) stock possessing more than 10% of the total
                   combined voting power of all classes of stock of the Company
                   or of its Affiliates, the purchase price per Share
                   purchasable under an Incentive Stock Option shall be not less
                   than 110% of the Fair Market Value of a Share on the date of
                   grant of the Incentive Stock Option.

                   (E) Any Incentive Stock Option authorized under the Plan
                   shall contain such other provisions as the Committee shall
                   deem advisable, but shall in all events be consistent with
                   and contain all provisions required in order to qualify the
                   Option as an Incentive Stock Option.

         (b) General

              (i) No Cash Consideration for Awards. Awards shall be granted for
              no cash consideration or for such minimal cash consideration as
              may be required by applicable law.

              (ii) Limits on Transfer of Awards. No Award and no right under any
              such Award shall be transferable by a Participant otherwise than
              by will or by the laws of descent and distribution relevant to the
              participant, or to a Participant's family member (as defined in
              Section 1(a)(5) of General Instruction A to Form S-8 promulgated
              under the US Securities Exchange Act of 1934, as amended) as a
              gift or under a domestic relations order (as defined in Section
              414(p) of the Code) and the Company shall not be required to
              recognize any



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              attempted assignment of such rights by any Participant. Each Award
              or right under any Award shall be exercisable during the
              Participant's lifetime only by the Participant or, if permissible
              by the Participant's guardian or legal representative as set forth
              above. No Award or right under any such Award may be pledged,
              alienated, attached or otherwise encumbered, and any purported
              pledge, alienation, attachment or encumbrance thereof shall be
              void and unenforceable against the Company or any Affiliate.

              (iii) Term of Awards. The term of each Award shall be for such
              period as may be determined by the Committee; provided, however,
              that in the case of an Incentive Stock Option such Option shall
              not be exercisable after the expiration of 10 years from the date
              such Option is granted.

              (iv) Restrictions; Securities Exchange Listing. All Shares or
              other securities delivered under the Plan pursuant to any Award or
              the exercise thereof shall be subject to such restrictions as the
              Committee may deem advisable under the Plan, Applicable Laws, and
              the Committee may cause appropriate entries to be made or legends
              to be affixed to reflect such restrictions. If any securities of
              the Company are traded on a securities exchange, the Company shall
              not be required to deliver any Shares or other securities covered
              by an Award unless and until such Shares or other securities have
              been admitted for trading on such securities exchange.

SECTION 7. AMENDMENT AND TERMINATION; ADJUSTMENTS

         (a) Amendments to the Plan. The Board may amend, alter, suspend,
         discontinue or terminate the Plan at any time; provided, however, that,
         notwithstanding any other provision of the Plan or any Award Agreement,
         without the approval of the shareholders of the Company, no such
         amendment, alteration, suspension, discontinuation or termination shall
         be made that, absent such approval:

              (i) would violate the rules or regulations of the NASDAQ National
              Market System or any securities exchange that are applicable to
              the Company; or

              (ii) would cause the Company to be unable, under the Code, to
              grant Incentive Stock Options under the Plan.

         (b) Amendments to Awards. The Committee may waive any conditions of or
         rights of the Company under any outstanding Award, prospectively or
         retroactively. Except as otherwise provided herein or in the Award
         Agreement, the Committee may not amend, alter, suspend, discontinue or
         terminate any outstanding Award, prospectively or retroactively, if
         such action would adversely affect the rights of the holder of such
         Award, without the written consent of the Participant or holder or
         beneficiary thereof.

         (c) Correction of Defects, Omissions and Inconsistencies. The Committee
         may correct any defect, supply any omission or reconcile any
         inconsistency in the Plan or any Award in the manner and to the extent
         it shall deem desirable to carry the Plan into effect.

SECTION 8. INCOME AND OTHER WITHHOLDINGS

In order to comply with all applicable federal or state income tax laws and
social security contributions or regulations and (where applicable) the laws and
regulations of the United Kingdom and the United States of America and any other
relevant country, the Company may take such action as it deems appropriate to
ensure that all applicable national, federal or state payroll, withholding,
income or other taxes and social security contributions, which are the sole and
absolute responsibility of a Participant, are withheld or collected from such
Participant. In order to assist a Participant in paying all or a portion of any
such taxes or social security contributions to be withheld or collected upon
exercise or receipt of (or the lapse of restrictions relating to) an Award, the
Committee, in its discretion and subject to such additional terms and conditions
as it may adopt, may permit the Participant to satisfy such tax obligation and
social security contributions by (i) electing to have the Company withhold a
portion of the Shares otherwise to be delivered upon exercise or receipt of (or
the lapse of restrictions relating to) such Award with a Fair Market Value equal
to the amount of such taxes and social security contributions or (ii) delivering
to the Company Shares other than Shares issuable upon exercise or receipt of (or
the lapse of restrictions relating to) such Award with a Fair Market Value equal
to the amount of




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such taxes and social security contributions. Shares withheld or delivered shall
be valued at their Fair Market Value as determined by the Committee, in its
discretion, as of the date when income is required to be recognized for income
tax purposes. The Participant shall, if so required by the Company or his
employer, enter into an agreement or election for the transfer to the employee
of the employer's liability to UK National Insurance Contribution arising on the
grant, exercise, assignment or cancellation of any stock option pursuant to the
applicable law for the time being.

SECTION 9. GENERAL PROVISIONS

         (a) No Rights to Awards. No Eligible Person, Participant or other
         Person shall have any claim to be granted any Award under the Plan, and
         there is no obligation for uniformity of treatment of Eligible Persons,
         Participants or holders or beneficiaries of Awards under the Plan. The
         terms and conditions of Awards need not be the same with respect to any
         Participant or with respect to different Participants.

         (b) Award Agreement. No Participant will have rights under an Award
         granted to such Participant unless and until and Award Agreement shall
         have been duly executed on behalf of the Company and, if requested by
         the Company, signed by the Participant.

         (c) Plan Provisions In the event that any provision of an Award
         Agreement conflicts with or is inconsistent in any respect with the
         terms of the Plan as set forth herein or subsequently amended, the
         terms of the Plan shall control. In the event, the Plan is silent as to
         a term, provision or restriction contained in an Award Agreement, the
         term, provision or restriction of the Award Agreement shall govern.
         Similarly, in the event the Award Agreement is silent as to a term,
         provision or restriction contained in the Plan, the term, provision or
         restriction of the Plan shall govern.

         (d) No Limit on Other Compensation Arrangements. Nothing contained in
         the Plan shall prevent the Company or any Affiliate from adopting or
         continuing in effect other or additional compensation arrangements, and
         such arrangements may be either generally applicable or applicable only
         in specific cases.

         (e) No Right to Employment. The grant of an Award shall not be
         construed as giving a Participant the right to be retained as an
         Employee, Director, Consultant or independent contractor of the Company
         or any Affiliate, nor will it affect in any way the right of the
         Company or an Affiliate to terminate such employment relationship at
         any time, at will, with or without Cause. In addition, the Company or
         an Affiliate may at any time terminate a Participant's employment
         relationship with the Company or an Affiliate free from any liability
         or any claim under the Plan or any Award, unless otherwise expressly
         provided in the Plan or in any Award Agreement.

         (f) Governing Law. The validity, construction and effect of the Plan or
         any Award, and any rules and regulations relating to the Plan or any
         Award, shall be determined in accordance with the laws of England.
         Notwithstanding the foregoing, to the extent that such an Award is made
         in respect of ADS's or ADS's are issued in the United States of
         America, the validity construction and effect of the Plan or any Award,
         and any rules and regulations relating to the Plan or any Award, shall
         be determined in accordance with the laws of the United States.

         (g) Severability. If any provision of the Plan or any Award is or
         becomes or is deemed to be invalid, illegal or unenforceable in any
         jurisdiction or would disqualify the Plan or any Award under any law
         deemed applicable by the Committee, such provision shall be construed
         or deemed amended to conform to Applicable Laws, or if it cannot be so
         construed or deemed amended without, in the determination of the
         Committee, materially altering the purpose or intent of the Plan or the
         Award, such provision shall be stricken as to such jurisdiction or
         Award, and the remainder of the Plan or any such Award shall remain in
         full force and effect.

         (h) No Trust or Fund Created. Neither the Plan nor any Award shall
         create or be construed to create a trust or separate fund of any kind
         or a fiduciary relationship between the Company or any Affiliate and a
         Participant or any other Person. To the extent that any Person acquires
         a right to receive payments from the Company or any Affiliate pursuant
         to an Award, such right shall be no greater than the right of any
         unsecured general creditor of the Company or any Affiliate.



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         (i) No Fractional Shares. No fractional Shares shall be issued or
         delivered pursuant to the Plan or any Award, and the Committee shall
         determine whether cash shall be paid in lieu of any fractional Shares
         or whether such fractional Shares or any rights thereto shall be
         canceled, terminated or otherwise eliminated.

         (j) Headings. Headings are given to the Sections and subsections of the
         Plan solely as a convenience to facilitate reference. Such headings
         shall not be deemed in any way material or relevant to the construction
         or interpretation of the Plan or any provision thereof.

         (k) Stockholder Rights. The Optionee or other person or entity
         exercising the Option shall have no rights as a stockholder of record
         of the Company with respect to Shares issuable upon the exercise of the
         Option until such certificate representing Shares, registered in the
         Optionee's name have been issued to the Optionee.

         (l) Notices. Notices required or permitted to be made under the Plan
         shall be sufficiently made if sent by overnight courier, registered or
         certified mail, return receipt requested, facsimile or first class mail
         addressed to the Committee at its offices, which notice shall effective
         upon its receipt. Each notice shall be addressed to (i) the Optionee at
         the Optionee's last know address as set forth in the books and records
         of the Company or an Affiliate, if any, or (ii) the Company or the
         Committee at the principal office of the Company.

SECTION 10. EFFECTIVE DATE OF THE PLAN

The Plan shall be effective as of 1st January 2002.

SECTION 11.       TERM OF THE PLAN

No Award shall be granted under the Plan after 1st January 2012 or any earlier
date of discontinuation or termination established pursuant to the Plan.
However, unless otherwise expressly provided in the Plan or in an applicable
Award Agreement, any Award theretofore granted may extend beyond such date.




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