<PAGE>
                                                                    EXHIBIT 10.8

                                  RULES OF THE

                                SEROLOGICALS CORP
                            1996 UK SHARESAVE SCHEME

                    Adopted by the Company on 11 October 1996
             Approved by the Inland Revenue on [ ] under Ref [SRS ]




                                    CONTENTS
<TABLE>
<CAPTION>

PAGE
----
<S>  <C>                                                                <C>

 1.  Definitions                                                         1
 2.  Application for Options                                             7
 3.  Scaling down                                                        8
 4.  Grant of Options                                                    9
 5.  Rights of exercise and lapse of Options                             9
 6.  Takeover, reconstruction and amalgamation, and winding-up          12
 7.  Manner of exercise                                                 14
 8.  Issue or transfer of Shares                                        15
 9.  Adjustments                                                        16
10.  Administration                                                     17
11.  Alterations                                                        18
12.  General                                                            19
13.  Number of Shares in respect of which Options may be granted        19
</TABLE>




<PAGE>
                         RULES OF THE SEROLOGICALS CORP

                              1996 SHARESAVE SCHEME

1. DEFINITIONS

1.1 In this Scheme, the following words and expressions shall have, where the
    context so admits, the meanings set forth below:-


         "Appropriate Period" the meaning given by Paragraph 15(2) of Schedule 9
to the Taxes Act;

         "Associated Company" in relation to the Company:-

                  (A)      any company which has Control of the Company;

                  (B)      any company which is under the Control of any company
                           referred to in (A) above;

         "Auditors" the auditors of the Company for the time being or in the
event of there being joint auditors such one of them as the Board shall select;

         "Board" the board of directors for the time being of the Company or a
duly authorised committee thereof;

         "Bonus" any sum by way of terminal bonus payable under a Savings
Contract being the additional payment made when repaying contributions made
under such a Savings Contract;

         "Bonus Date" the earliest date on which the Bonus is payable under the
Savings Contract;


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<PAGE>

         "Close Company" a close company as defined in section 414(1) of the
Taxes Act, as varied by Paragraph 8 of Schedule 9 to the Taxes Act;

         "the Company" Serologicals Corp (a USA corporation);

         "Control" has the meaning given by section 840 of the Taxes Act;

         "Date of Grant" the date on which the Board grants an Option;

         "Date of Invitation" the date on which the Board invites applications
for Options;

         "Dealing Day" any day on which Nasdaq is open for the transaction of
business;

         "Eligible Employee"

                  (A)      any individual who at the Date of Grant:-

                           (1)      is an Executive Director or employee of a
                                    Participating Company; and

                           (2)      is chargeable to tax in respect of his
                                    office or employment under Case I of
                                    Schedule E of the Taxes Act; and

                           (3)      has been such an Executive Director or
                                    employee of a Participating Company for such
                                    qualifying period (if any) (being a period
                                    commencing not earlier than 5 years prior to
                                    the Date of Grant) as the Board may
                                    determine; or


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<PAGE>

                  (B)      any other individual who is nominated by the Board as
an Executive Director or employee of a Participating Company (or is nominated as
a member of a category of such Executive Directors and employees) but in all
cases excluding any person who is prohibited from participating by reason of the
provisions of Paragraph 8 of Schedule 9 to the Taxes Act;

         "Employees' Share Scheme" the meaning given by Section 743 of the
Companies Act 1985;

         "Executive Director" any director who is required to devote to his
duties for Participating Company(ies) not less than 25 hours per week (excluding
meal breaks) and who is not precluded by paragraph 8 of Schedule 9 to the Taxes
Act from participating in the Scheme;

         "Exercise Price" the total amount payable in relation to the exercise
of an Option, whether in whole or in part, being an amount equal to the relevant
Option Price multiplied by the number of Shares in respect of which the Option
is exercised;

         "Grant Period" the period of 42 days commencing on any of the
following:

                  (A)      the day on which the Scheme is approved by the Inland
Revenue;

                  (B)      the day immediately following the day on which the
Company makes an announcement of its results for the last preceding financial
year, half-year or other period;

                                       -3-

<PAGE>
                  (C)      any day on which any change to the legislation
affecting savings-related share option schemes approved by the Inland Revenue
under the Taxes Act is proposed or made;

                  (D)      any day on which a new Savings Contract prospectus is
announced or takes effect;

         "Market Value" in relation to a Share on any day, its market value
determined in accordance with Part VIII of the Taxation of Chargeable Gains Act
1992 and agreed in advance with the Shares Valuation Division of the Inland
Revenue;

         "Material Interest" the meaning given by Section 187(3) of the Taxes
Act;

         "Maximum Contribution" the lesser of:

                  (A)      such maximum monthly contribution as may be permitted
pursuant to Paragraph 24 of Schedule 9 to the Taxes Act; or

                  (B)      such maximum monthly contribution as may be
determined from time to time by the Board;

         "Member of a Consortium" the meaning given by Section 187(7) of the
Taxes Act;

         "Monthly Contributions" monthly contributions agreed to be paid by a
Participant under his Savings Contract;

         "Nasdaq" National Association of Securities Dealers, Inc's Automated
Quotation System;

         "Option" a right to acquire Shares under the Scheme which is either
subsisting or is proposed to be granted;


                                -4-
<PAGE>

         "Option Price" the price per Share, as determined by the Board, at
which an Eligible Employee may acquire Shares upon the exercise of an Option
granted to him being not less than:

                  (A)      80 per cent. of the Market Value of a Share on the
Dealing Day prior to the Date of Invitation (or 80 per cent. of the Market Value
at such other time or times as may be previously agreed in writing with the
Inland Revenue); and

                  (B)      if the Shares are to be subscribed, their nominal
value; expressed in US $ but subject to any adjustment pursuant to Rule 9;

         "Participant" any Eligible Employee or former Eligible Employee to whom
an Option has been granted, or (where the context so admits) the personal
representative(s) of any such person;

         "Participating Company"

                  (A)      the Company; and

                  (B)      any other company which is under the Control of the
Company, is a Subsidiary of the Company and which has been expressly designated
by the Board as being a Participating Company;

         "Pensionable Age" age 65 (sixty five);


                                       -5-
<PAGE>

         "Savings Contract" a contract under a certified contractual savings
scheme (within the meaning of Section 326 of the Taxes Act) approved by the
Inland Revenue for the purpose of Schedule 9 to that Act;

         "Scheme" the Serologicals Corp 1996 Sharesave Scheme in its present
form or as from time to time amended in accordance with the provisions hereof;

         "Share" a share of common stock of the Company par value US $0.01 per
share which satisfies paragraphs 10 to 14 of Schedule 9 to the Taxes Act;

         "Subsidiary" the meaning given by Section 736 of the Companies Act
1985;

         "Taxes Act" the Income and Corporation Taxes Act 1988;


1.2      Words and expressions not otherwise defined herein have the same
         meaning they have in the Taxes Act.

1.3      Where the context so admits or requires words importing the singular
         shall include the plural and vice versa and words importing the
         masculine shall include the feminine.

1.4      References in the rules of the Scheme to any statutory provisions are
         to those provisions as amended, extended or re-enacted from time to
         time and shall include any regulations made thereunder. The
         Interpretation Act 1978 shall apply to these rules mutatis mutandis as
         if they were an Act of Parliament.

1.5      The headings in the rules of the Scheme are for the sake of convenience
         only and should be ignored when construing the rules.


                                       -6-
<PAGE>

2.       APPLICATION FOR OPTIONS

2.1      The Board may, during any Grant Period, invite applications for Options
         at the Option Price from Eligible Employees. Any such invitation shall
         be in writing and shall include details of:

         2.1.1    eligibility;

         2.1.2    the Option Price expressed in US $; and

         2.1.3    the date by which applications made pursuant to Rule 2.3 must
                  be received, (being neither earlier than 14 days nor later
                  than 25 days after the Date of Invitation)

and the Board may determine and include in the invitation details of the maximum
number of Shares over which Options are to be granted in that Grant Period.

2.2      Each application for an Option must incorporate or be accompanied by a
         proposal for a Savings Contract.

2.3      An application for an Option shall be in writing in such form as the
         Board may from time to time prescribe save that it shall provide for
         the applicant to state:-

         2.3.1    the Monthly Contribution (being a multiple of L1 and not less
                  than L5) which he wishes to make under the related Savings
                  Contract; and

         2.3.2    that his proposed Monthly Contributions (when taken together
                  with any Monthly Contribution he makes under any other Savings
                  Contract) will not exceed the Maximum Contribution.

2.4      Each application for an Option shall provide that, in the event of
         excess applications, each application shall be deemed to have been
         modified or withdrawn in accordance with the steps taken by the Board
         to scale down applications pursuant to Rule 3.


                                       -7-
<PAGE>

2.5      Proposals for a Savings Contract shall be limited to such bank or
         building society as the Board may designate.

2.6      Each application shall be deemed to be for an Option over the largest
         whole number of Shares which can be acquired at the Option Price with
         the expected repayment (including the Bonus) under the related Savings
         Contract at the appropriate Bonus Date.

3. SCALING DOWN

3.1      If valid applications are received for a total number of Shares in
         excess of any maximum number of Shares determined by the Board pursuant
         to Rule 2.1 or any limitation under Rule 13, the Board shall scale down
         applications by taking, at its absolute discretion, one of the
         following steps until the number of Shares available equals or exceeds
         the number of Shares applied for (provided always that in reducing the
         number of Shares applied for, any adjustments shall ensure that an
         Eligible Employee's Monthly Contribution remains a multiple of L1):

         3.1.1    by ignoring the Bonus and then, so far as necessary, by
                  reducing the proposed Monthly Contributions pro rata to the
                  excess over L5 and then, so far as necessary, selecting by
                  lot; or

         3.1.2    by reducing the proposed Monthly Contributions pro rata to the
                  excess over L5 and then, so far as necessary selecting by lot.

3.2      If the number of Shares available is insufficient to enable an Option
         based on Monthly Contributions of L5 a month to be granted to each
         Eligible Employee making a valid application, the Board may, as an
         alternative to selecting by lot, determine in its absolute discretion
         that no Options shall be granted.

3.3      If the Board so determines, the provisions in Rule 3.1.1 and 3.1.2 may
         be modified or applied in any manner as may be agreed in advance with
         the Inland Revenue.

3.4      If in applying the scaling down provisions contained in this Rule 3,
         Options cannot be granted within the 30 day period referred to in Rule

4.2      below, the Board may extend that period by 12 days regardless of the
         expiry of the relevant Grant Period.


                                  -8-
<PAGE>

4.       GRANT OF OPTIONS

4.1      No Option shall be granted to any person if:

         4.1.1    at the Date of Grant that person shall have ceased to be an
                  Eligible Employee; or

         4.1.2    that person has or has had any time within the 12 month period
                  preceding the Date of Grant a Material Interest in the issued
                  ordinary share capital of a Close Company which is the Company
                  or a company which has Control of the Company or is a Member
                  of a Consortium which owns the Company.

4.2      Within 30 days of the first Dealing Day by reference to which the
         Option Price was fixed or if the Option Price was determined over three
         Dealing Days, within 30 days after the earliest of those Dealing Days
         (which date shall be within a Grant Period) the Board may, subject to
         Rule 3 above, grant to each Eligible Employee who has submitted a valid
         application an Option in respect of the number of Shares for which he
         has applied.

4.3      The Board shall issue to each Participant an option certificate in such
         form (not inconsistent with the provisions of the Scheme) as the Board
         may from time to time prescribe. Each such certificate shall specify
         the Date of Grant of the Option, the number of Shares over which the
         Option is granted, the Bonus Date and the Option Price.

4.4      Except as otherwise provided in these Rules, every Option shall be
         personal to the Participant to whom it is granted and shall not be
         transferable.

4.5      No amount shall be paid in respect of the grant of an option.

5.       RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

5.1      5.1.1    Save as provided in Rules 5.2, 5.3 and 5.4 and Rule 6, an
                  Option may not be exercised earlier than the Bonus Date under
                  the relevant Savings Contract.

         5.1.2    Save as provided in Rule 5.2, an Option shall not be
                  exercisable later than 6 months after the Bonus Date under the
                  relevant Savings Contract.


                                       -9-
<PAGE>

         5.1.3    Save as provided in Rules 5.2, 5.3 and Rule 6 an Option may
                  only be exercised by a Participant whilst he is an Executive
                  Director or employee of a Participating Company, an Associated
                  Company or a company over which the Company has Control.

         5.1.4    If, at the Bonus Date, a Participant holds an office or
                  employment in a company which is not a Participating Company
                  but which is an Associated Company, or a company over which
                  the Company has Control, such Option may be exercised within
                  six months of the Bonus Date.

         5.1.5    An Option may not be exercised by a Participant if he has or
                  has had at any time within the 12 month period preceding the
                  date of exercise a Material Interest in the issued ordinary
                  share capital of a Close Company which is the Company or a
                  company which has Control of the Company or is a Member of a
                  Consortium which owns the Company, nor may an Option be
                  exercised by the personal representatives of the Participant
                  if the Participant had such a Material Interest at the date of
                  his death.

5.2      An Option may be exercised by the personal representatives of a
         deceased Participant:-

         5.2.1    within 12 months following the date of his death if such death
                  occurs before the Bonus Date; or

         5.2.2    within 12 months following the Bonus Date in the event of his
                  death within 6 months after the Bonus Date.

5.3      Subject to Rule 5.1.2 an Option may be exercised by a Participant
         within 6 months following his ceasing to hold the office or employment
         by virtue of which he is eligible to participate in the Scheme by
         reason of:-

         5.3.1    injury, disability, redundancy within the meaning of the
                  Employment Protection (Consolidation) Act 1978 or the
                  Contracts of Employment and Redundancy Payments Act (Northern
                  Ireland) 1965, or retirement on reaching Pensionable Age or at
                  any other age at which he is bound to retire in accordance
                  with the terms of his contract of employment; or


                                      -10-
<PAGE>

         5.3.2    his office or employment being in a company of which the
                  Company ceases to have Control; or

         5.3.3    the transfer or sale of the undertaking or part-undertaking in
                  which he is employed to a person who is neither an Associated
                  Company nor a company under the Control of the Company.

         For the purposes of the Scheme, a woman who leaves employment due to
         pregnancy will be regarded as having left the employment on the
         earliest of the date she notifies her employer of her intention not to
         return, the last day of the 29 week period of confinement and any other
         date specified by the terms of her office or employment with her
         employer.

5.4      Subject to Rule 5.1.2 an Option may be exercised by a Participant
         within 6 months following the date he reaches Pensionable Age if he
         continues after that date to hold the office or employment by virtue of
         which he is eligible to participate in the Scheme.

5.5      No person shall be treated for the purposes of Rules 5.3 as ceasing to
         hold an office or employment by virtue of which that person is eligible
         to participate in the Scheme until that person ceases to hold any
         office or employment in the Company, any Associated Company or any
         company of which the Company has Control.

5.6      Options shall lapse upon the occurrence of the earliest of the
         following events:

         5.6.1    subject to 5.6.2 below, 6 months after the Bonus Date;

         5.6.2    where the Participant dies before the Bonus Date, 12 months
                  after the date of death, and where the Participant dies in the
                  period of 6 months after the Bonus Date, 12 months after the
                  Bonus Date;

         5.6.3    the expiry of any of the 6 month periods specified in Rule
                  5.3.1 to 5.3.3 save that if at the time any such applicable
                  periods expire time is running under the 12 month periods
                  specified in Rule 5.2, the Option shall not lapse by reason of
                  this sub-rule 5.6 until the expiry of the relevant 12 month
                  period in Rule 5.2;


                               -11-
<PAGE>

         5.6.4    the expiry of any of the periods specified in Rules 6.1 and
                  6.3 to 6.5 save where an Option is released in consideration
                  of the grant of a New Option over New Shares in the Acquiring
                  Company pursuant to Rule 6.6;

         5.6.5    the Participant ceasing to hold any office or employment with
                  the Company or any Associated Company or any company over
                  which the Company has control in any circumstances other than
                  those specified in Rules 5.2 and 5.3 or ceasing to hold such
                  office or employment for any reason during any of the periods
                  specified in Rule 6;

         5.6.6    subject to Rule 6.5, the passing of an effective resolution,
                  or the making of an order by the Court, for the winding-up of
                  the Company;

         5.6.7    the Participant being deprived of the legal or beneficial
                  ownership of the Option by operation of law, or doing anything
                  or omitting to do anything which causes him to be so deprived
                  or declared bankrupt; or

         5.6.8    where before an Option has become capable of being exercised,
                  the Participant gives notice that he intends to stop paying
                  Monthly Contributions, or is deemed under the terms of the
                  Savings Contract to have given such notice, or makes an
                  application for repayment of the Monthly Contributions.

6.       TAKEOVER, RECONSTRUCTIONS AND WINDING UP

6.1      Subject to Rule 6.3, if any person obtains Control of the Company as a
         result of making an offer to acquire Shares which is either
         unconditional or is made on a condition such that if it is satisfied
         the person making the offer will have Control of the Company, an Option
         may be exercised within 6 months of the time when the person making the
         offer has obtained Control of the Company and any condition subject to
         which the offer is made has been satisfied.

6.2      For the purpose of Rule 6.1 a person shall be deemed to have obtained
         Control of the Company if he and others acting in concert (as defined
         by the City Code on Takeovers and Mergers or any other comparable
         legislation) with him have together obtained Control of it.


                                      -12-
<PAGE>

6.3      If any person becomes bound or entitled to acquire Shares under
         sections 428 to 430F of the Companies Act 1985 (or any other comparable
         legislation) an Option may be exercised at any time when that person
         remains so bound or entitled.

6.4      If under Section 425 of the Companies Act 1985 it is proposed that the
         Court sanctions a compromise or arrangement proposed for the purposes
         of or in connection with a scheme for the reconstruction of the Company
         or its amalgamation with any other company or companies or if the
         Company passes a resolution for the voluntary winding up of the
         Company, the Company shall give notice thereof to all Participants and
         the Participant may then exercise the Option within one month from the
         date of such notice and thereafter the Option shall lapse. After
         exercising the Option the Participant shall transfer or otherwise deal
         with the Shares issued to him so as to place him in the same position
         (so far as possible) as would have been the case if such shares had
         been subject to such compromise or arrangement.

6.5      If any company ("the Acquiring Company") obtains Control of the Company
         as a result of making:-

         6.5.1.1  a general offer to acquire the whole of the issued ordinary
                  share capital of the Company which is made on a condition such
                  that if it is satisfied the Acquiring Company will have
                  Control of the Company; or

         6.5.1.2  a general offer to acquire all the shares in the Company which
                  are of the same class as the Shares which may be acquired by
                  the exercise of Options; in either case ignoring any Shares
                  which are already owned by it or a member of the same group of
                  companies; or

         6.5.2    obtains Control of the Company in pursuance of a compromise or
                  arrangement sanctioned by the Court under section 425 of the
                  Companies Act 1985 (or any other comparable legislation); or

         6.5.3    becomes bound or entitled to acquire Shares under sections 428
                  to 430F of that Act (or any other comparable legislation)


                                      -13-
<PAGE>

                  any Participant may at any time within the Appropriate Period,
                  by agreement with the Acquiring Company, release any Option
                  which has not lapsed ("the Old Option") in consideration of
                  the grant to him of an Option ("the New Option") which (for
                  the purposes of Paragraph 15 of Schedule 9 to the Taxes Act)
                  is equivalent to the Old Option but relates to shares in a
                  different company (whether the Acquiring Company itself or
                  some other company falling within Paragraph 10(b) or (c) of
                  Schedule 9 to the Taxes Act).

6.6      The New Option shall not be regarded for the purposes of Rule 6.5 as
         equivalent to the Old Option unless the conditions set out in Paragraph
         15(3) of Schedule 9 to the Taxes Act are satisfied, but so that the
         provisions of the Scheme shall for this purpose be construed as if:-

         6.6.1    the New Option were an option granted under the Scheme at the
                  same time as the Old Option;

         6.6.2    except for the purpose of the definition of "Participating
                  Company" in Rule 1, the reference to Serologicals Corp in the
                  definition of "the Company" in Rule 1 were a reference to the
                  different company mentioned in Rule 6.5; and


                                        -14-
<PAGE>

7.       MANNER OF EXERCISE

7.1      An Option may only be exercised during the periods specified in Rules 5
         and 6 and only with monies not exceeding the amount of repayment
         (including any interest and bonus) under the Savings Contract as at the
         date of such exercise. For this purpose, no account shall be taken of
         such part (if any) of the repayment of any Monthly Contribution, the
         due date for the payment of which under the Savings Contract arises
         after the date of the repayment.

7.2      Exercise shall be by the delivery to the Company Secretary or other
         duly appointed agent of the Company of a statement that he wishes to
         exercise his Option together with an option certificate or certificates
         covering at least all the Shares over which the Option is then to be
         exercised together with any remittance for the Exercise Price payable
         or authority to the Company to withdraw and apply monies from the
         Savings Contract to acquire the Shares over which the Option is to be
         exercised. The effective date of the exercise shall be the date of
         delivery of the statement of exercise. A statement of exercise shall
         for the purposes of this Scheme be deemed to be delivered when it is
         received by the Company.

7.3      The remittance for the Exercise Price referred to in Rule 7.2 above may
         be paid at the discretion of the Participant either in US $ or in
         pounds sterling PROVIDED THAT if paid in pounds sterling the Exercise
         Price shall be converted into US$ at the mid-market spot rate at the
         close of business published by the Wall Street Journal on the date
         immediately preceding the date of the exercise or if this is not a
         Dealing Day the mid-market spot rate at close of business published in
         the Wall Street Journal on the next preceding Dealing Day.

8.       ISSUE OR TRANSFER OF SHARES

8.1      Subject to Rule 8.3, Shares to be issued pursuant to the exercise of an
         Option shall be allotted to the Participant (or his nominee) within 28
         days following the date of effective exercise of the Option.


                                      -15-
<PAGE>

8.2      Subject to Rule 8.4, the Board shall procure the transfer of any Shares
         to be transferred to a Participant (or his nominee) pursuant to the
         exercise of an Option within 28 days following the date of effective
         exercise of the Option.

8.3      Shares issued pursuant to the Scheme shall rank pari passu in all
         respects with the Shares then in issue, except that they shall not rank
         for any rights attaching to Shares by reference to a record date
         preceding the date of exercise.

8.4      Shares transferred pursuant to the Scheme shall not be entitled to any
         rights attaching to Shares by reference to a record date preceding the
         date of exercise.

8.5      If and so long as the Shares are listed on Nasdaq the Company shall
         apply for a listing for any Shares issued pursuant to the Scheme as
         soon as practicable after the allotment thereof.

9.       ADJUSTMENTS

9.1      The number of Shares over which an Option is granted and the Option
         Price thereof (and where an Option has been exercised but no Shares
         have been allotted or transferred pursuant to such exercise, the number
         of Shares which may be so allotted or transferred and the price at
         which they may be acquired) shall be adjusted in such manner as the
         Board shall determine following any bonus issue, any offer or
         invitation made by way of rights, subdivision, consolidation, reduction
         or other variation in the share capital of the Company other than as
         consideration for an acquisition, which in the opinion of the Auditors
         justifies such an adjustment, to the intent that (as nearly as may be
         without involving fractions of a Share or an Option Price calculated to
         more than two decimal places) the aggregate Exercise Price payable in
         respect of an Option shall remain unchanged provided that no adjustment
         made pursuant to this Rule 9.1 shall be made without the prior approval
         of the Inland Revenue (so long as the Scheme is approved by the Inland
         Revenue).

9.2      Apart from pursuant to this Rule 9.2, no adjustment under Rule 9.1
         above may have the effect of reducing the Option Price to less than the
         nominal value of a Share. Where an Option subsists over both issued and
         unissued Shares any such adjustment may only be made if the reduction
         of the Option Price of Options over both issued and unissued Shares can
         be made to the same extent. Any adjustment made to the Option Price of
         Options over unissued Shares shall only be made if and to the extent
         that the Board shall be authorised to capitalise from the reserves of
         the Company a sum equal to the amount by which the nominal value of the
         Shares in


                                      -16-
<PAGE>

         respect of which the Option is exercisable exceeds the adjusted
         Exercise Price and to apply such sum in paying up such amount on such
         Shares so that on exercise of any Option in respect of which such a
         reduction shall have been made the Board shall capitalise such sum (if
         any) and apply the same in paying up such amount as aforesaid.

9.3      The Board may take such steps as it may consider necessary to notify
         Participants of any adjustment made under this Rule 9 and to call in,
         cancel, endorse, issue or reissue any option certificate consequent
         upon such adjustment.

10.      ADMINISTRATION

10.1     Any notice or other communication under or in connection with the
         Scheme may be given by personal delivery or by sending the same by
         post, in the case of a company to its registered office and in the case
         of an individual to his last known address or, where he is a director
         or employee of a Participating Company or an Associated Company, either
         to his last known address or to the address of the place of business at
         which he performs the whole or substantially the whole of the duties of
         his office or employment, and where a notice or other communication is
         given by first-class post, it shall be deemed to have been received 96
         hours after it was put into the post properly addressed and stamped.

10.2     The Company shall distribute to Participants copies of any notice or
         document normally sent by the Company to the holders of Shares which it
         is obliged by law to distribute to Participants.

10.3     If any option certificate shall be worn out, defaced or lost, it may be
         replaced on such evidence being provided as the Board may require.

10.4     The Company shall at all times keep available for allotment unissued
         Shares at least sufficient to satisfy all Options under which Shares
         may be subscribed or procure that sufficient Shares are available for
         transfer to satisfy all Options under which Shares may be acquired.

10.5     The decision of the Board in any dispute relating to an Option or the
         due exercise thereof or any other matter in respect of the Scheme shall
         be final and conclusive subject to the certification of the Auditors
         having been obtained when so required by Rule 9.1.


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<PAGE>

10.6     The costs of introducing and administering the Scheme shall be borne by
         the Company.

10.7     The Board may establish a committee consisting of not less than three
         persons to whom any or all of its powers in relation to the Scheme may
         be delegated. The Board may at any time dissolve such Committee, alter
         its constitution or direct the manner in which it shall act.

11.      ALTERATIONS

11.1     Subject to 11.2, the Board may at any time alter or add to all or any
         of the provisions of the Scheme in any respect, provided that if an
         alteration or addition is made at a time when the Scheme is approved by
         the Inland Revenue under Schedule 9 to the Taxes Act it shall not have
         effect until it has been approved by the Inland Revenue.

11.2     No alteration or addition shall be made under Rule 11.1 which would
         abrogate or adversely affect the subsisting rights of a Participant,
         unless it is made:-

         11.2.1   with the consent in writing of such number of Participants as
                  hold Options under the Scheme to acquire 75 per cent. of the
                  Shares which would be issued or transferred if all Options
                  granted and subsisting under the Scheme were exercised; or

         11.2.2   by a resolution at a meeting of Participants passed by not
                  less than 75 per cent. of the Participants who attend and vote
                  either in person or by proxy.

         For the purposes of this Rule 11.2 the provisions of the Articles of
         Incorporation of the Company relating to shareholder meetings shall
         apply mutatis mutandis.

11.3     Notwithstanding any other provision of the Scheme other than Rule 11.1
         the Board may, in respect of Options granted to Eligible Employees who
         are or who may become subject to taxation outside the United Kingdom on
         their remuneration amend or add to the provisions of the Scheme and the
         terms of Options as it


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<PAGE>

         considers necessary or desirable to take account of or to mitigate or
         to comply with relevant overseas taxation, securities or exchange
         control laws provided that the terms of Options granted to such
         Eligible Employees are not overall more favourable than the terms of
         Options granted to other Eligible Employees.

11.4     As soon as reasonably practicable after making any material alteration
         or addition under Rule 11.1 the Board shall give written notice thereof
         to any Participant affected thereby.

11.5     No alteration shall be made to the Scheme if following the alteration
         the Scheme would cease to be an Employees' Share Scheme.

12.      GENERAL

12.1     The Scheme shall terminate upon the 10th anniversary of its approval by
         the Company or at any earlier time by the passing of a resolution by
         the Board. Termination of the Scheme shall be without prejudice to the
         subsisting rights of Participants.

12.2     The rights and obligations of any individual under the terms of his
         office or employment with a Participating Company shall not be affected
         by his participation in the Scheme or any right which he may have to
         participate therein, and an individual who participates therein shall
         waive all and any rights to compensation or damages in consequence of
         the termination of his office or employment with any such company for
         any reason whatsoever insofar as those rights arise or may arise from
         his ceasing to have rights under or be entitled to exercise any Option
         under the Scheme as a result of such termination or from the loss or
         diminution in value of such rights or entitlements.

12.3     These Rules shall be governed by and construed in accordance with the
         law of Scotland.

13.      NUMBER OF SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED

13.1     The number of shares which may be issued or issuable pursuant to
         Options granted under the Scheme on any day shall be determined by the
         Board from time to time.


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