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                                                                    EXHIBIT 10.6

                                  SKILLSOFT PLC

                             2002 SHARE OPTION PLAN

                            (Amended March 23, 2006)

      1. Purposes of the Plan. The purposes of this 2002 Share Option Plan are:

            o     to attract and retain the best available personnel for
                  positions of substantial responsibility,

            o     to provide additional incentive to Employees, Inside Directors
                  and Consultants, and

            o     to promote the success of the Company's business.

      Options granted under the Plan may be Incentive Share Options or
Nonstatutory Share Options, as determined by the Administrator at the time of
grant.

      2. Definitions. As used herein, the following definitions shall apply:

      (a) "Administrator" means the Board or any of its Committees as shall be
administering the Plan, in accordance with Section 4 of the Plan.

      (b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Ordinary Shares are listed or quoted and the applicable laws
of any foreign country or jurisdiction where Options are, or will be, granted
under the Plan and the laws of Ireland.

      (c) "Board " means the Board of Directors of the Company.

      (d) "Change in Control" means the occurrence of any of the following
events:

      (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the total voting power represented by the
Company's then outstanding voting securities; or

      (ii) The consummation of the sale or disposition by the Company of all or
substantially all of the Company's assets;

      (iii) A change in the composition of the Board occurring within a two-year
period, as a result of which fewer than a majority of the directors are
Incumbent Directors. "Incumbent Directors" means directors who either (A) are
Directors as of the effective date of the Plan, or (B) are elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but will not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or

      (iv) The consummation of a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.

      (e) "Code" means the Internal Revenue Code of 1986, as amended.

      (f) "Committee" means a committee of Directors appointed by the Board in
accordance with Section 4 of the Plan.


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      (g) "Company" means SmartForce Public Limited Company, a public limited
company organized under the laws of Ireland.

      (h) "Consultant" means any natural person, including an advisor, engaged
by the company or a Parent or Subsidiary to render services to such entity.

      (i) "Director" means a member of the Board.

      (j) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

      (k) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Share Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, then three (3) months following the 91st day of
such leave any Incentive Share Option held by the Optionee shall cease to be
treated as an Incentive Share Option and shall be treated for tax purposes as a
Nonstatutory Share Option. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.

      (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (m) "Fair Market Value" means, as of any date, the value of Ordinary
Shares determined as follows:

      (i) If the Ordinary Shares are listed on any established stock exchange or
a national market system, including without limitation the Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market
Value shall be the closing sales price for such Ordinary Shares (or the closing
bid, if no sales were reported) as quoted on such exchange or system on the day
prior to the date of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;

      (ii) If the Ordinary Shares are regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share shall be the mean between the high bid and low asked prices for Ordinary
Shares on the day of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; or

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

      (n) "Incentive Share Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

      (o) "Inside Director" means a Director who is an Employee.

      (p) "Nonstatutory Share Option" means an Option not intended to qualify as
an Incentive Share Option.

      (q) "Notice of Grant" means a written or electronic notice evidencing
certain terms and conditions of an individual Option. The Notice of Grant is
part of the Option Agreement.

      (r) "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

      (s) "Option" means an option for Ordinary Shares granted pursuant to the
Plan.

      (t) "Option Agreement" means an agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.

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      (u) "Option Exchange Program" means a program whereby outstanding Options
are surrendered in exchange for Options with a lower exercise price.

      (v) "Optioned Share" means one of the Ordinary Shares subject to an
Option.

      (w) "Optionee" means the holder of an outstanding Option granted under the
Plan.

      (x) "Ordinary Shares" means the Ordinary Shares and/or related American
Depository Shares of the Company.

      (y) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

      (z) "Plan" means this 2002 Share Option Plan.

      (aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.

      (bb) "Section 16(b)" means Section 16(b) of the Exchange Act.

      (cc) "Service Provider" means an Employee, Inside Director or Consultant.

      (dd) "Share" means a share of the Ordinary Shares, as adjusted in
accordance with Section 13 of the Plan.

      (ee) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

      3. Ordinary Shares Subject to the Plan. Subject to the provisions of
Section 12 of the Plan, the maximum aggregate number of Ordinary Shares that may
be optioned and sold under the Plan is 7,450,000 Ordinary Shares. The Ordinary
Shares shall be authorized, but unissued Ordinary Shares.

      If an Option expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Ordinary Shares which were subject thereto shall become available
for future grant or sale under the Plan (unless the Plan has terminated);
provided, however, that Ordinary Shares that have actually been issued under the
Plan, upon exercise of an Option, shall not be returned to the Plan and shall
not become available for future distribution under the Plan.

      4. Administration of the Plan.

      (a) Procedure.

      (i) Multiple Administrative Bodies. Different Committees with respect to
different groups of Service Providers may administer the Plan.

      (ii) Section 162(m). To the extent that the Administrator determines it to
be desirable to qualify Options granted hereunder as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the Plan shall
be administered by a Committee of two or more "outside directors" within the
meaning of Section 162(m) of the Code.

      (iii) Rule 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
shall be structured to satisfy the requirements for exemption under Rule 16b-3.

      (iv) Other Administration. Other than as provided above, the Plan shall be
administered by (A) the Board or (B) a Committee, which committee shall be
constituted to satisfy Applicable Laws.
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      (b) Powers of the Administrator. Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:

      (i) to determine the Fair Market Value;

      (ii) to select the Service Providers to whom Options may be granted
hereunder;

      (iii) to determine the number of Ordinary Shares to be covered by each
Option granted hereunder;

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

      (v) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any Option granted hereunder. Such terms and conditions include,
but are not limited to, the exercise price, the time or times when Options may
be exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option or the Ordinary Shares relating thereto, based
in each case on such factors as the Administrator, in its sole discretion, shall
determine;

      (vi) to reduce the exercise price of any Option to the then current Fair
Market Value if the Fair Market Value of the Ordinary Shares covered by such
Option shall have declined since the date the Option was granted;

      (vii) to institute an Option Exchange Program;

      (viii) to construe and interpret the terms of the Plan and awards granted
pursuant to the Plan;

      (ix) to prescribe, amend and rescind rules and regulations relating to the
Plan, including rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws;

      (x) to modify or amend each Option (subject to Section 14(c) of the Plan),
including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the
Plan;

      (xi) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option previously granted by the
Administrator;

      (xii) to make all other determinations deemed necessary or advisable for
administering the Plan.

      (c) Effect of Administrator's Decision. The Administrator's decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.

      5. Eligibility. Nonstatutory Share Options may be granted to Service
Providers. Incentive Share Options may be granted only to Employees.

      6. Limitations.

      (a) Each Option shall be designated in the Option Agreement as either an
Incentive Share Option or a Nonstatutory Share Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of the
Ordinary Shares with respect to which Incentive Share Options are exercisable
for the first time by the Optionee during any calendar year (under all plans of
the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall
be treated as Nonstatutory Share Options. For purposes of this Section 6(a),
Incentive Share Options shall be taken into account in the order in which they
were granted. The Fair Market Value of the Ordinary Shares shall be determined
as of the time the Option with respect to such Ordinary Shares is granted.

      (b) Neither the Plan nor any Option shall confer upon an Optionee any
right with respect to continuing the Optionee's relationship as a Service
Provider with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such relationship at any
time, with or without cause.

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      (c) The following limitations shall apply to grants of Options:

      (i) No Service Provider shall be granted, in any fiscal year of the
Company, Options to purchase more than 1,500,000 Ordinary Shares.

      (ii) In connection with his or her initial service, a Service Provider may
be granted Options to purchase up to an additional 500,000 Ordinary Shares,
which shall not count against the limit set forth in subsection (i) above.

      (iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as described in
Section 12.

      (iv) If an Option is cancelled in the same fiscal year of the Company in
which it was granted (other than in connection with a transaction described in
Section 12), the cancelled Option will be counted against the limits set forth
in subsections (i) and (ii) above. For this purpose, if the exercise price of an
Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.

      7. Term of Plan. Subject to Section 18 of the Plan, the Plan shall become
effective upon its adoption by the Board. It shall continue in effect for a term
of ten (10) years unless terminated earlier under Section 14 of the Plan.

      8. Term of Option. The term of each Option shall be stated in the Option
Agreement. In the case of an Incentive Share Option, the term shall be up to ten
(10) years from the date of grant or such shorter term as may be provided in the
Option Agreement. Moreover, in the case of an Incentive Share Option granted to
an Optionee who, at the time the Incentive Share Option is granted, owns
Ordinary Shares representing more than ten percent (10%) of the total combined
voting power of all classes of Ordinary Shares of the Company or any Parent or
Subsidiary, the term of the Incentive Share Option shall be five (5) years from
the date of grant or such shorter term as may be provided in the Option
Agreement.

      9. Option Exercise Price and Consideration.

      (a) Exercise Price. The per share exercise price for the Ordinary Shares
to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

      (i) In the case of an Incentive Share Option

      (A) granted to an Employee who, at the time the Incentive Share Option is
granted, owns Ordinary Shares representing more than ten percent (10%) of the
voting power of all classes of Ordinary Shares of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.

      (B) granted to any Employee other than an Employee described in paragraph
(A) immediately above, the per Share exercise price shall be no less than 100%
of the Fair Market Value per Share on the date of grant.

      (ii) In the case of a Nonstatutory Share Option, the per Share exercise
price shall be determined by the Administrator, subject to compliance with
Applicable Laws. In the case of a Nonstatutory Share Option intended to qualify
as "performance-based compensation" within the meaning of Section 162(m) of the
Code, the per Share exercise price shall be no less than 100% of the Fair Market
Value per Share on the date of grant.

      (iii) Notwithstanding the foregoing, Options may be granted with a per
Share exercise price of less than 100% of the Fair Market Value per Share on the
date of grant pursuant to a merger or other corporate transaction, subject to
compliance with Applicable Laws.

      (b) Waiting Period and Exercise Dates. At the time an Option is granted,
the Administrator shall fix the period within which the Option may be exercised
and shall determine any conditions that must be satisfied before the Option may
be exercised.

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      (c) Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment, subject to compliance with Applicable Laws. In the case of an
Incentive Share Option, the Administrator shall determine the acceptable form of
consideration at the time of grant. Such consideration may consist entirely of:

      (i) cash;

      (ii) check;

      (iii) promissory note;

      (iv) consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan;

      (v) a reduction in the amount of any Company liability to the Optionee,
including any liability attributable to the Optionee's participation in any
Company-sponsored deferred compensation program or arrangement;

      (vi) any combination of the foregoing methods of payment; or

      (vii) such other consideration and method of payment for the issuance of
Ordinary Shares to the extent permitted by Applicable Laws.

      10. Exercise of Option.

      (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Unless the Administrator provides otherwise, vesting of
Options granted hereunder shall be suspended during any unpaid leave of absence.
An Option may not be exercised for a fraction of a Share.

      An Option shall be deemed exercised when the Company receives: (i) written
or electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the
Ordinary Shares with respect to which the Option is exercised. Full payment may
consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of (i) the Optionee, or
if requested by the Optionee, in the name of the Optionee and his or her spouse,
or in the name of a third party as the Optionee's nominee to hold the shares
issued on exercise on Optionee's behalf and subject to the Optionee's
directions. Until the Ordinary Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a Shareholder shall exist with respect to the Optioned Shares,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such Ordinary Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section 12 of
the Plan.

      Exercising an Option in any manner shall decrease the number of Ordinary
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Ordinary Shares as to which the Option is
exercised.

      (b) Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, other than upon the Optionee's death or
Disability, the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). In the absence of
a specified time in the Option Agreement, the Option shall remain exercisable
for three (3) months following the Optionee's termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the

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Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified by the Administrator, the
Option shall terminate, and the Ordinary Shares covered by such Option shall
revert to the Plan.


      (c) Disability of Optionee. If an Optionee ceases to be a Service Provider
as a result of the Optionee's Disability, the Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement to the
extent the Option is vested on the date of termination (but in no event later
than the expiration of the term of such Option as set forth in the Option
Agreement). In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee's
termination. If, on the date of termination, the Optionee is not vested as to
his or her entire Option, the Ordinary Shares covered by the unvested portion of
the Option shall revert to the Plan. If, after termination, the Optionee does
not exercise his or her Option within the time specified herein, the Option
shall terminate, and the Ordinary Shares covered by such Option shall revert to
the Plan.

      (d) Death of Optionee. If an Optionee dies while a Service Provider, the
Option may be exercised following the Optionee's death within such period of
time as is specified in the Option Agreement to the extent that the Option is
vested on the date of death (but in no event may the option be exercised later
than the expiration of the term of such Option as set forth in the Option
Agreement), by the Optionee's designated beneficiary, provided such beneficiary
has been designated prior to the Optionee's death in a form acceptable to the
Administrator. If no such beneficiary has been designated by the Optionee, then
such Option may be exercised by the personal representative of the Optionee's
estate or by the person(s) to whom the Option is transferred pursuant to the
Optionee's will or in accordance with the laws of descent and distribution. In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's death. If, at the
time of death, the Optionee is not vested as to his or her entire Option, the
Ordinary Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Ordinary Shares covered by such
Option shall revert to the Plan.

      11. Transferability of Options. Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

      12. Adjustments Upon Changes in Capitalization, Merger or Change in
Control.

      (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of Ordinary Shares that have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option and the number of Ordinary Shares as well as the price per Ordinary
Shares covered by each such outstanding Option shall be proportionately adjusted
for any increase or decrease in the number of issued Ordinary Shares resulting
from a share split, reverse share split, share dividend, combination or
reclassification of the Ordinary Shares, or any other increase or decrease in
the number of issued Ordinary Shares effected without receipt of consideration
by the Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of any class, or
securities convertible into shares of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Ordinary
Shares subject to an Option.

      (b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Administrator shall notify each Optionee as
soon as practicable prior to the effective date of such proposed transaction.
The Administrator in its discretion may provide for an Optionee to have the
right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Shares

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covered thereby, including Ordinary Shares as to which the Option would not
otherwise be exercisable. To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed
action.

      (c) Merger or Change in Control. In the event of a merger of the Company
with or into another corporation, or a Change in Control, each outstanding
Option shall be assumed or an equivalent option or right substituted by the
successor corporation or a Parent or Subsidiary of the successor corporation.

      In the event that the successor corporation refuses to assume or
substitute for the Option, the Optionee shall fully vest in and have the right
to exercise the Option as to all of the Optioned Shares, including Ordinary
Shares as to which it would not otherwise be vested or exercisable. If an Option
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall notify the
Optionee in writing or electronically that the Option shall be fully vested and
exercisable for a period of fifteen (15) days from the date of such notice, and
the Option shall terminate upon the expiration of such period.

      For the purposes of this subsection (c), the Option shall be considered
assumed if, following the merger or Change in Control, the option or right
confers the right to purchase or receive, for each Share subject to the Option
immediately prior to the merger or Change in Control, the consideration (whether
Ordinary Shares, cash, or other securities or property) received in the merger
or Change in Control by holders of Ordinary Shares for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Ordinary Shares); provided, however, that if such consideration
received in the merger or Change in Control is not solely common stock of the
successor corporation or its Parent, the Administrator may, with the consent of
the successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share subject to the Option, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Ordinary Shares in
the merger or Change in Control.

      13. Date of Grant. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.

      14. Amendment and Termination of the Plan.

      (a) Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan.

      (b) Shareholder Approval. The Company shall obtain shareholder approval of
any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.

      (c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.

      15. Conditions Upon Issuance of Shares.

      (a) Legal Compliance. Ordinary Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Ordinary Shares shall comply with Applicable Laws and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

      (b) Investment Representations. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the

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Ordinary Shares are being purchased only for investment and without any present
intention to sell or distribute such Ordinary Shares if, in the opinion of
counsel for the Company, such a representation is required.

      16. Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Ordinary Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Ordinary Shares as to which such
requisite authority shall not have been obtained.

      17. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Ordinary Shares as shall
be sufficient to satisfy the requirements of the Plan.

      18. Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted. Such shareholder approval shall be obtained in the manner and to the
degree required under Applicable Laws.

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