<PAGE>






                                                                    EXHIBIT 4.21






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                      UNION-TRANSPORT EXECUTIVE SHARE PLAN

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                    amended and restated as of 30 April 2002

                              Maitland & Co, Dublin
                                16, Windsor Place
                                    Dublin 2
                                      Eires
                            Tel: [+353] (01) 663 5800
                           Fax: [(+353] (01) 663 5801
                              (ESOP1290402restated)







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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                               <C>
                                                                                   Page
                                                                                   ----

1.      BACKGROUND...................................................................1

2.      INTERPRETATION...............................................................1

3.      ADMINISTRATION OF THE PLAN...................................................6

4.      SHARES SUBJECT TO THE PLAN...................................................7

5.      ELIGIBILITY..................................................................8

6.      GRANTS.......................................................................8

7.      OPTION.......................................................................9

8.      PAYMENT FOR PLAN SHARES......................................................9

9.      RIGHTS ATTACHING TO PLAN SHARES.............................................10

10.     DETERMINATION OF FAIR MARKET VALUE OF PLAN SHARES...........................10

11.     ADJUSTMENTS IN CERTAIN EVENTS...............................................11

12.     TAKEOVER OF THE COMPANY.....................................................12

13.     NOMINATION AS GRANTEE OF AND/OR TRANSFER TO PERSONAL COMPANIES AND TRUSTS...12

14.     CESSATION OF EMPLOYMENT OR SERVICE..........................................13

15.     TIME OF CESSATION OF SERVICE................................................13

16.     SHARES CEASING TO BE PLAN SHARES............................................13

17.     AMENDMENT OF PLAN AND AMENDMENT AND EXTENSION OF OPTIONS....................13

18.     EMPLOYMENT RIGHTS...........................................................14

19.     SECURITIES LAW REQUIREMENTS.................................................14

20.     GENERAL.....................................................................16

21.     TERMINATION.................................................................16

22.     NOTICES.....................................................................16

23.     APPLICABLE LAW..............................................................18

</TABLE>


                                          -i-

<PAGE>






                    THE UNION-TRANSPORT EXECUTIVE SHARE PLAN

        1. BACKGROUND

           1.1 UTi Worldwide Inc., formerly Union-Transport Inc. ("the Company"
or "UTiW") is the listed group holding company of the UTi Worldwide Group of
companies which currently conducts, on a global basis, an air and ocean freight
business and provides logistics and related services.

           1.2 The Plan, which is administered by Maitland Trustees Limited
(having assumed the role from Rothschild Trust Guernsey Limited) as trustees
("the Trustees"), is intended to advance the interests of the Group and certain
of its key executives. The Plan seeks to achieve this by offering an incentive
to executives (who are able to contribute to the successful management and
growth of the Group), to identify themselves more closely with the activities of
the Group and to promote its continued growth by giving them an opportunity of
acquiring shares in the Company.

           1.3 In 2000, UTiW transferred its stock exchange listing from the
Luxembourg Stock Exchange to the Nasdaq stock market and adopted a new share
incentive plan, the UTi Worldwide Inc. 2000 Stock Option Plan. It is therefore
considered it appropriate for the Plan to be amended and restated so as bring
its provisions into greater harmony with those of the 2000 Stock Option Plan,
thus enhancing a better understanding among participants and achieving a more
effective application of the Plan for their benefit. Accordingly, the Trustees,
upon the recommendation of the Company and with the Necessary Consent (as
defined in 2.1), and having taken due account of the above considerations hereby
amend and restate the provisions of the Plan as set out hereafter PROVIDED THAT
to the extent that any amended and restated provision of the Plan shall alter,
impair or otherwise adversely affect the rights of any Participant in respect of
any Grants made and accepted or Options exercised such provision shall, without
the consent of the Participant concerned have no effect as against such
Participant in respect of such Grants or Options.

        2. INTERPRETATION

        In the Plan unless the context clearly indicates a contrary intention -

           2.1 the following words and expressions have the meanings set out
opposite each of them -

            "Articles"          the Company's Articles of Association;

            "Auditors"          the auditors of the Plan who shall be selected
                                by the Trustees from a list of internationally
                                recognised auditors provided by the Liaison
                                Committee;


                                      -1-
<PAGE>

            "Board"             the board of directors of the Company acting
                                either itself or through any committee
                                constituted by the board (which may but need not
                                comprise members of the Liaison Committee) to
                                which the powers of the board in respect of the
                                Plan have been delegated, and "Board member"
                                shall mean a member of the Board;

            "Capitalization
            Issue"              the issue of shares on a capitalization of the
                                Company's profits and/or reserves (including the
                                share premium account and capital redemption
                                reserve fund of the Company);

            "Capitalisation
             Share"             a fully paid share allotted in a Capitalisation
                                Issue by the Company;


            "Effective
            Date"               the date on which the Vesting period begins to
                                run and shall mean the date on which the
                                Executive was appointed an Executive, or such
                                other date as may be specified in the Option by
                                the Trustees upon the recommendation of the
                                Liaison Committee;

            "Executive"         an employee of any Group company including (for
                                the avoidance of doubt) any director of a Group
                                company and any executive manager of a Group
                                company, who is in full-time salaried employment
                                of a Group company, and who has not given or
                                been given notice to leave the Group;

            "Fair Market
            Value"              the fair market value per Plan Share as
                                calculated in accordance with the provisions set
                                out in 10 hereof;

            "Grant"             a grant of an option to a Grantee under the Plan
                                by the Trustees upon the recommendation of the
                                Company and with the Necessary Consent;

            "Grant date"        the date on which a Grant is made in respect of
                                the Plan Shares pursuant to the Plan, being the
                                date on which the Trustees, acting upon the
                                recommendation of the Company and with the
                                Necessary Consent, resolve to approve the Grant.
                                If the Trustees resolve that a Grant is to be
                                made as of


                                      -2-
<PAGE>

                                a date in the future, the Grant date shall be
                                that future date;

               "Grantee"        an Executive to whom a Grant is made pursuant to
                                the Plan or any person nominated by an Executive
                                pursuant to 13 hereof as the person to whom the
                                Grant should be made pursuant to the Plan;

               "Group"          the Company, its direct and indirect
                                subsidiaries and such other company which is not
                                a subsidiary but which the Company directly or
                                indirectly controls and the term "Group company"
                                means the Company and any such company. For the
                                purpose hereof "control" means, in respect of
                                such other company, direct or indirect
                                beneficial ownership of 50% (fifty percent) or
                                more of the combined voting power of the shares
                                issued by such other company or the right of the
                                Company directly or indirectly to effect an
                                appointment of a majority of the members of the
                                board of directors of such other company or has
                                the right to manage the affairs of such other
                                company;

               "Liaison
               Committee"       the committee (defined in the instrument headed
                                "Declaration of Trust" effective 6 July 1993 and
                                as amended by instrument dated 20 November 1997
                                establishing the Union-Transport Executive Share
                                Plan) whose first members are R.I. MacFarlane,
                                an executive director of the Company, C.P. Ward
                                an executive director of the Trustees and I.
                                Whitecourt, the senior partner of Price
                                Waterhouse, Luxembourg;

               "Necessary
               Consent"         the consent in writing of the Liaison Committee;

               "Option"         an option to purchase Plan Shares in Tranches
                                pursuant to the Plan;

               "Option price"   an amount per Plan Share fixed by the Trustees
                                with the Necessary Consent upon recommendations
                                made by the Company to the Trustees which amount
                                a Participant shall, upon exercise of the
                                Option, pay for each Plan Share, subject to the
                                provisions of clauses 5, 7 and 11. The Option
                                price


                                      -3-
<PAGE>

                                   shall not be less than forty percent (40%) of
                                   the Fair Market Value of the Plan Shares on
                                   the Grant date;

               "Ordinary Shares"   the voting ordinary Shares of no par value in
                                   the capital of the Company;

               "Participant"       a Grantee or the person to whom the Grantee
                                   has transferred, pursuant to 13 hereof, his
                                   rights and obligations in respect of some or
                                   all of the Plan Shares arising from the Grant
                                   and who has notified the Trustee that he
                                   accepts the Grant with effect from the Grant
                                   date and, in the event of the death of a
                                   Grantee, who has not transferred his rights
                                   and obligations in respect of any of the Plan
                                   Shares, or has only transferred his rights
                                   and obligations in respect of some (but not
                                   all) of the Plan Shares pursuant to 13
                                   hereof, his heirs, executors or
                                   administrators;

               "Plan"               THE UNION-TRANSPORT EXECUTIVE SHARE PLAN set
                                    out in this document, as amended from time
                                    to time pursuant to 17 hereof;

               "Plan Shares"       the Ordinary Shares in respect of which
                                   Grants have been made to, and accepted by, a
                                   Grantee under the Plan;

               "Rights Offer"      the offer of any securities of the Company to
                                   all holders of Ordinary Shares pro rata to
                                   their holdings;

               "Seventh
               Anniversary"        the seventh (7th) anniversary of the
                                   Effective Date, provided that where the
                                   Participant or the Executive (where the
                                   Participant is a person, nominated by the
                                   Executive as Grantee pursuant to 13 hereof,
                                   or a person to whom the Grantee has
                                   transferred rights and obligations pursuant
                                   to 13 hereof) was appointed an Executive
                                   prior to 1 July 1993, "seventh anniversary"
                                   shall mean 1 January 2000;

               "Tranche of
               Plan Shares" or
               "Tranche"           means twenty five per cent (25%) of the total
                                   number of Plan Shares granted to and accepted
                                   by a Grantee pursuant to the Plan;


                                      -4-
<PAGE>

               "Trust"             the trust established by declaration under
                                   Guernsey Law effective 6 July 1993 and called
                                   "The Union-Transport Executive Share Plan",
                                   as amended from time to time;

               "Vesting"           subject as provided below, the event, or
                                   events, of exercise of Options pursuant to
                                   the Plan in respect of Plan Shares, by virtue
                                   of which the Participant shall become
                                   entitled, as owner of such Plan Shares, to
                                   all rights including, without limitation, the
                                   right to receive (with effect from the date
                                   of Vesting) dividends declared in respect of,
                                   and the proceeds of Rights Offers,
                                   Capitalization Issues, and similar issues of
                                   shares arising from, such vested Plan Shares;
                                   PROVIDED THAT:

                                   - "Vesting" of any Tranche of Plan Shares
                                   shall be conditional upon:

                                     (i)    payment in full of the Option price
                                            to the Trustees for such Tranche(s)
                                            of Plan Shares;

                                     (ii)   the Executive to which the relevant
                                            Option relates still being on the
                                            date of actual Vesting in the employ
                                            of a Group company and not having
                                            given or been given notice to leave
                                            the Group; and

                                     (iii)  payment in full to the Trustees or
                                            the relevant Group company of
                                            sufficient monies to meet any
                                            taxation or social security
                                            obligations as may be payable under
                                            20.1 hereof in respect of such
                                            Tranche(s) of Plan Shares.

                                    "Vesting" shall occur on the later of -

                                    (a)     the Vesting date(s) in respect of
                                            any Tranche of Plan Shares in
                                            respect of which an Option has been
                                            exercised by a Participant; and

                                    (b)     the date on which the payment
                                            obligations under (i) and (ii) above
                                            have been discharged in full,
                                            provided that this shall be no later
                                            than the Seventh Anniversary;


                                      -5-
<PAGE>

           "Vesting date(s)"        the fourth (4th) through Seventh (7th)
                                    Anniversaries of the Effective Date,
                                    provided that where the Participant or the
                                    Grantee (where the Participant is a person
                                    nominated by the Grantee pursuant to 13
                                    hereof) was appointed an Executive prior to
                                    1 July 1993, "Vesting date(s)" shall mean
                                    the third (3rd) through sixth (6th)
                                    anniversaries of 1 January 1994, and "the
                                    first" "second" "third" and "the fourth
                                    Vesting date" shall, in each case, be
                                    construed accordingly;

           "Vesting period"         the period beginning on the Effective Date
                                    and ending on the fourth, fifth, sixth
                                    Vesting date and Seventh Anniversary, as the
                                    case may be.

           "Waiting Period"         the initial period before any Option can be
                                    exercised and before any Vesting of Plan
                                    Shares shall occur, and shall mean the
                                    period ending on the third (3rd) anniversary
                                    of the Effective Date for all Grantees
                                    except those in respect of whom the
                                    Effective Date was 1 July 1993 when "Waiting
                                    Period" shall mean the period ending on 1
                                    January 1996;

           "Year"                   the Company's financial Year.

           2.2 Expressions which denote the singular include the plural and vice
versa, any gender includes the other genders, and a natural person include
bodies corporate and trusts nominated pursuant to 13 hereof and vice versa.

        3. ADMINISTRATION OF THE PLAN

           3.1 The Plan shall be implemented and administered by the Trustees.

           3.2 The Trustees shall have power to -

               (a) acquire for the purposes of the Plan, Ordinary Shares in the
Company either by original subscription or purchase, and upon such terms as
they, in their sole and absolute discretion, may deem fit;

               (b) borrow monies either from the Company or with the Necessary
Consent from a third party for the purpose of subscribing for or purchasing
Ordinary Shares pursuant to the Plan;

               (c) repurchase, and with the Necessary Consent make new Grants of
some or all of such repurchased Plan Shares or alternatively resell on the
market, Plan Shares;


                                      -6-
<PAGE>

               (d) The Trustee shall have full power and authority to operate,
manage and administer the Plan and interpret and construe the Plan and the terms
of all Grant and Option Agreements. The interpretation and construction by the
Trustee of any provision of the Plan or of any Grant or Option Agreement shall
be final. Neither the Trustee nor any member of its board of directors or other
officers and no duly authorised agent of the Trustees shall be liable for any
action or determination made in good faith with respect to the Plan or any Grant
or Option.

           3.3 The Trustees shall have power to exercise such further rights,
powers and authorities as may be necessary for the proper execution of their
functions under the Plan or as may from time to time be conferred upon them by
resolution of the Board.

           3.4 As between the Trustees, acting with consideration to the
recommendations of the Company and the Liaison Committee, the determinations of
the Trustees in the implementation and administration of the Plan shall be final
and conclusive.

           3.5 No Trustee, member of the Liaison Committee or Board member shall
be liable to any Executive, Grantee or Participant for any action or
determination made in good faith with respect to the Plan.

           3.6 If Participants who are subject to Section 16 of the Exchange
Act are to receive Grants hereunder, such Grants shall be approved by the
Liaison Committee, or the Board, or a subcommittee of the Board, consisting
solely of two or more directors each of whom shall be a "non-employee director"
within the meaning of Rule 16b-3(b)(3) of the Securities Exchange Act of 1934,
as amended.

        4.     SHARES SUBJECT TO THE PLAN

           4.1 The shares subject to the Plan shall be Ordinary Shares.

           4.2 Subject to their having sufficient funds available, the Trustees
shall from time to time purchase or subscribe for such number of Ordinary Shares
as will enable the Trustees to give effect to and implement the Plan.

           4.3 Plan Shares shall vest subject to the provisions of the Plan, the
Articles, and the agreement or agreements of employment which govern Executive
relationships with the Group provided that, without limiting the generality of
the foregoing, the Participant shall have no right, prior to Vesting pursuant to
the Plan, to participate in or otherwise benefit economically from any Rights
Offers and Capitalization Issues and in the dividends declared from time to time
by the Company in respect of those Plan Shares, the Grant of which has been
accepted, but which have not yet vested.


                                      -7-
<PAGE>

        5. ELIGIBILITY

        Executives or any person nominated by them (as Grantees) pursuant to 13
hereof, shall be eligible to and shall participate in the Plan only if and to
the extent that Options are Granted to, or assigned and transferred to, and are
accepted by them.

        6. GRANTS

           6.1 The Trustees may from time to time, with consideration to the
recommendation of the Company and with the Necessary Consent, Grant Options to
named Executives or to persons nominated as Grantees by such Executives pursuant
to 13 hereof, which Options shall be exercised at the Option price.

           6.2 Every Option Granted pursuant to 6.1 hereof shall provide a
summary of the Plan and shall specify -

               (a) the name of the Grantee;

               (b) the number of Ordinary Shares in respect of which the Option
is Granted;

               (c) the Effective Date;

               (d) the Grant date;

               (e) the Option price;

               (f) the terms of payment which will apply;

               (g) a schedule of the relevant Vesting dates;

               (h) the last date on which the Option shall be exercisable.

           6.3 A Grant -

               (a) shall, subject to 13 hereof, be personal to and shall be
capable of acceptance only by the Grantee to whom it is addressed;

               (b) shall, unless otherwise specified in it, be accepted by
notice in writing, in such form as the Trustees may stipulate, which notice
shall be delivered to the Trustees within 30 (thirty) days of the Grant date;

               (c) may be accepted and the Option pursuant thereto exercised in
full only in respect of those Plan Shares which are eligible to vest on each of
the Vesting dates.


                                      -8-
<PAGE>

           6.4 Each acceptance of a Grant shall be upon the terms of and be
subject to and governed by the provisions of this document.

        7. OPTION

           7.1 Subject to 7.2 hereof, Options shall be in respect of Tranches of
Plan Shares as are eligible to vest on each of the Vesting dates.

           7.2 A Participant shall be entitled to exercise his Option by notice
in writing given by the Participant to the Trustees, by no later than fourteen
(14) days (or such shorter period as the Trustees may otherwise allow):-

               (a) on or before the first Vesting date in respect of no more
than one (1) Tranche of Plan Shares; and

               (b) on or before the second Vesting date in respect of one (1)
further Tranche but no more than two (2) Tranches of Plan Shares in all in the
event that the Participant had not exercised his Option pursuant to (a) hereof;
and

               (c) on or before the third Vesting date in respect of one (1)
further Tranche but no more than three (3) Tranches of Plan Shares in all in the
event that the Participant had not exercised his Options pursuant to (a) and (b)
hereof; and

               (d) on or before the fourth Vesting date for all remaining
unvested Plan Shares in respect of which he had not exercised his Options
pursuant to (a),(b) and (c) hereof.

           7.3 No Option in respect of Plan Shares shall be exercisable

               (a) before the expiration of the Waiting Period; and

               (b) after the one hundred and eightieth day after the Seventh
Anniversary.

        8. PAYMENT FOR PLAN SHARES

           8.1 Payment of the Option price for the Plan Shares shall, in respect
of Options which have been exercised pursuant to 7 hereof, and unless the
Participant gives prior written notice to the Trustees in writing that he wishes
to defer payment for that Tranche until a specified subsequent Vesting date or
until the Seventh Anniversary as the case may be, be made in full to the
Trustees on or before the Vesting date(s) (or by such later date(s) as the
Trustees acting with the Necessary Consent shall allow upon such terms as they
see fit as to interest or otherwise) but by no later than one hundred and eighty
(180) days after the Seventh Anniversary, failing which any and all rights to
that Tranche or those Tranches of Plan Shares, in respect of which the Option
has been exercised pursuant to 7 hereof shall lapse without compensation.


                                      -9-
<PAGE>

           8.2 Any bonuses (net of tax, if any) payable to an Executive pursuant
to his employment with a Group company shall, unless and to the extent that the
Trustees after consultation with the Liaison Committee shall otherwise agree, be
applied towards payment of any outstanding amount of the Option price which may
be payable for such Tranche of Plan Shares as have not vested but in respect of
which the Participant (being either the Executive himself or the Participant who
qualifies pursuant to 13 hereof) had exercised his Option. The Company shall
account direct to the Trustees for any such amounts.

           8.3 Any Participant may after the expiration of the Waiting Period,
in advance of the Vesting date(s), make a prepayment to the Trustees of part or
all of the Option price owing in respect of such Tranche of Plan Shares as have
not vested but in respect of which the Participant has exercised his Option, and
all amounts of bonuses paid pursuant to 8.2 and received by the Trustees shall
be deemed to be a prepayment for the purposes of this clause 8.3.

           8.4 Subject to a maximum amount equal to the aggregate of the total
Option price owing, a Participant who has made (or who shall be deemed to have
made) such a prepayment shall be entitled to interest on the aggregate amount of
monies so prepaid calculated at an annual rate equal to LIBOR for six (6) months
for United States dollars. All such prepayments as are not applied by the
Trustees towards settlement of any portion of the Option price as shall be owing
and due, shall be repaid, and all accrued interest so determined shall be paid
to the Participant within one (1) month of the Seventh Anniversary.

           8.5 The Trustees shall be entitled in their absolute discretion to
sell for United States dollars any and all monies received by them in a currency
other than United States dollars from an Executive, a Participant, the Company
itself or from a Group Company, in respect of a specified Executive.

        9. RIGHTS ATTACHING TO PLAN SHARES

        Before Vesting no Participant shall be entitled to participate in any
Rights or Capitalization Issue or to receive (or enjoy the economic benefit of)
any dividends in respect of any Plan Shares granted to and accepted by or
otherwise acquired by him.

        10. DETERMINATION OF FAIR MARKET VALUE OF PLAN SHARES

            10.1 The Fair Market Value of a Plan Share at any date shall be
equivalent to the last sale price on the date of valuation, or if no sale
occurred on that date, the last sale price on the business day immediately prior
to the date of valuation, or, if no sale occurred on such date, then the mean
between the highest bid and lowest asked prices as of the close of business on
the business day immediately prior to the date of valuation, as reported on the
Nasdaq Stock Market, Inc. ("Nasdaq"), for so long as the Plan Shares are traded
on the National Market System (the "NMS") of The Nasdaq;


                                      -10-
<PAGE>

            10.2 If the Shares are listed although not traded on the NMS but are
otherwise traded over-the-counter in the United States, the mean between the
highest bid and lowest asked prices quoted on Nasdaq as of the close of business
on the date of valuation, or, if on such day such Shares are not quoted in
Nasdaq, the mean between the representative bid and asked prices on such date in
the United States over-the-counter market as reported by the OTC Bulletin Board
or the National Quotation Bureau, Inc., or any similar successor organization;

           10.3 If neither clause (i) nor (ii) above applies but the listing of
the Plan Shares on the Nasdaq is not suspended, the Fair Market Value shall be
determined by the Trustee in good faith after consultation with the Liaison
Committee. Such determination shall be conclusive and binding on all persons.

           10.4 If the listing as aforesaid of the Plan Shares is suspended, at
any time, the Fair Market Value shall be determined by the Auditors acting as
expert valuers and not as arbitrators. For this purpose, the information which
in such circumstances would be made available to a willing buyer and a willing
seller including the middle market price of a listed Plan Share on the trading
day immediately preceding the date on which the listing was suspended and, if
available, the middle market price of a listed Plan Share on the first trading
day immediately following the date on which the suspension was lifted. The
decision of the Auditors shall be final and binding on the Liaison Committee,
the Trustees, the Company and the Participants. Notwithstanding anything to the
contrary in the Plan, the effective date of the sale of any Plan Shares
purchased by the Trustees from a Participant during the period of any suspension
of the listing of the Plan Shares, shall be deemed to be the date on which such
suspension is lifted or the date of the first determination of the Fair Market
Value of the Plan Shares by the Auditors after the date of sale, whichever is
earlier.

        11. ADJUSTMENTS IN CERTAIN EVENTS

            11.1 In the event of the Company splitting or consolidating its
shares, reorganizing its share capital or making any distribution to
shareholders of dividends in specie in the form of shares, the Trustees may, in
their discretion, make an adjustment to the number of Plan Shares subject to
Options then outstanding, to any Option price relating to Grants, and to any
other provisions relating to Grants affected by such change, provided that the
Auditors (acting as experts, and not as arbitrators) shall have confirmed in
writing that in their opinion such adjustment is fair and reasonable.

            11.2 The Trustees may also make adjustments to take into account
material changes in law or in accounting principles or practices in relation to
mergers, consolidations, acquisitions, dispositions, repurchases or similar
corporate transactions or any other event, if it is determined by the Trustees
that adjustments are appropriate to avoid distortion in the operation of the
Plan, as amended provided that no such adjustments (other than those required by
law) may adversely affect the rights of any Participant without that
Participant's written consent under any Option previously Granted and accepted.


                                      -11-
<PAGE>

        12. TAKEOVER OF THE COMPANY

            12.1 Should control of the Company pass to a person or to two (2) or
more persons acting in concert, then the Trustees shall, after consultation
with, and taking advice of, the Liaison Committee and within thirty (30) days of
such change of control becoming binding -

                 (a) resolve whether or not in respect of unvested Plan Shares
the Plan shall continue in force; and

                 (b) advise the Participants of their decision in this regard.

        For the purpose of this clause 12 "control" means:

                     (i) beneficial ownership of 50% (fifty percent) or more of
the combined voting power of the issued voting securities of the Company; or

                     (ii) the power to appoint more than half of the members of
the board of the Company; or

                     (iii) the right to manage the affairs of the Company.

        It shall be in the absolute discretion of the Trustees to determine
whether or not any form of reconstruction or amalgamation of the Company under
its governing law, constitutes a change of control as envisaged in this clause
12.

            12.2 If the Trustees resolve in terms of 12.1 that the Plan shall
continue in force then a Participant shall remain subject to all the terms and
conditions of the Plan.

        13. NOMINATION AS GRANTEE OF AND/OR TRANSFER TO PERSONAL COMPANIES AND
TRUSTS

        Notwithstanding anything to the contrary in the Plan, an Executive to
whom a Grant is made shall be entitled to nominate as Grantee (being the person
to whom the Grant should be made in the stead of the Executive), and a Grantee
shall be entitled to transfer his rights and obligations in respect of any or
all of the Plan Shares accepted by him to:-

            13.1 a company, all the issued shares of which are beneficially
owned by the Executive or the Grantee; or

            13.2 any trust which is for the intended benefit (discretionary or
otherwise) of the Executive, and the spouse and/or descendants of such
Executive; or

            13.3 a company, all the issued shares of which are owned by a trust
as described in 13.2;


                                      -12-
<PAGE>

        provided that -

            13.4 the nominee/transferee company or trust shall have entered into
a written agreement with the Trustees in terms satisfactory to the Trustees
under which the nominee/transferee agrees to be bound by the provisions of the
Plan as if the nominee/transferee were the Executive or Grantee in question, as
the case may be, and such Executive shall remain liable jointly and severally
with the nominee/transferee to the Trustees for the obligations assumed by the
nominee/transferee; and

               13.5 the nominee/transferee shall have undertaken in such written
agreement that before it ceases to be a company or trust as described in 13.1,
13.2 or 13.3, as the case may be, it shall have re-transferred its rights and
obligations in respect of any and all of the Plan Shares in question to another
company or trust as described in 13.1, 13.2 or 13.3 or to the Executive or
Grantee as the case may be, in person.

        14. CESSATION OF EMPLOYMENT OR SERVICE

        If a Grantee or where the Grantee is not a natural person, the
Executive, ceases for any reason or no reason, whether voluntarily or
involuntarily, with or without cause, whether pursuant to death, disability or
retirement or otherwise, to be employed by the Company or otherwise provide
services to the Company, such Grantee or Executive shall have the right, subject
to the restrictions referred to in 13 hereof to exercise the Option at any time
within ninety (90) days after such cessation, but only to the extent that, at
the date of such cessation, the Grantee's right to exercise the Option had
vested hereunder and had not previously been exercised.

        15. TIME OF CESSATION OF SERVICE

        For purposes of this Plan, the Executive's employment or service shall
be deemed to have ceased or be terminated on the date when the Executive's
employment or service in fact ceased for or terminated.

        16. SHARES CEASING TO BE PLAN SHARES

        Shares shall cease to be Plan Shares pursuant to the Plan upon Vesting.

        17. AMENDMENT OF PLAN AND AMENDMENT AND EXTENSION OF OPTIONS

        The Trustees may with the Necessary Consent:

            17.1 amend the Plan, provided that no such amendment shall, without
the consent of the Participant concerned, alter, impair or otherwise adversely
affect the rights of any Participant in respect of any Grants already made and
accepted; and

            17.2 within the limitations of the Plan, amend the terms of any
Option, accelerate the rate at which an Option may be exercised, extend or renew
outstanding


                                      -13-
<PAGE>

Options or accept cancellation of outstanding Options (to the extent not
previously exercised) in return for the granting of new Options in substitution
therefor, provided that no such amendment shall, without the consent of the
Participant concerned, alter, impair or otherwise adversely affect the rights of
any Participant in respect of any Grants already made and accepted.

        18. EMPLOYMENT RIGHTS

            18.1 Neither the adoption of the Plan, nor the acceptance of a Grant
by the Participant, shall confer upon any Executive any right to continued
employment with any Group company or affect in any way the right of any Group
company to terminate an employment relationship at any time. Neither the
Trustees nor the Liaison Committee nor the Company nor any Group company shall
be liable for the loss of existing or potential profit in Grants made and
accepted under the Plan in the event of the termination of an employment
relationship.

            18.2 Notwithstanding anything to the contrary contained in the Plan,
in the event that an Executive ceases to be in the employ of a Group Company or
is given notice to leave the employ of the Group, and the Liaison Committee so
directs, the Trustees may:

                 (a) permit the relevant Participant to exercise all or any of
his Option(s); and/or

                 (b) allow all or any unvested Plan Shares to vest

            in each case on such terms as the Trustees with the Necessary
Consent decide.

        19. SECURITIES LAW REQUIREMENTS

            19.1 LEGALITY OF ISSUANCE

            No Shares shall be issued upon the exercise of any Option unless and
until the Company has determined that:

                 (a) it and the Grantee have taken all actions required to
register the offer and sale of the Plan Shares under all applicable securities
laws, including the Securities Act, or to perfect an exemption from the
registration requirements thereof;

                 (b) any applicable listing requirement of any stock exchange on
which the Shares are listed has been satisfied; and

                 (c) any other applicable provision of law has been satisfied.


                                      -14-
<PAGE>

            19.2 RESTRICTIONS ON TRANSFER

                 (a) Representations of Grantee; Legends

                 Regardless of whether the offering and sale of Shares under the
Plan has been registered under the Securities Act or has been registered or
qualified under the securities laws of any country, the Company may impose
restrictions upon the grant of Options and the sale, pledge or other transfer of
Shares (including the placement of appropriate legends on stock certificates)
if, in the judgment of the Company and its counsel, such restrictions are
necessary or desirable in order to achieve compliance with the provisions of the
Securities Act, the securities laws of any country or any other law. In the
event that the sale of Shares under the Plan is not registered under the
Securities Act or the securities law of any other country, but exemptions are
available which require that the Grantee make various representations and
warranties, the Company may require such representations and warranties from the
Grantee as are deemed necessary or appropriate by the Company and its counsel as
a condition precedent to granting any Options or issuing any Shares. To the
extent that restrictive legends or other notations are required with regard to
any Shares, the Company shall be entitled to put such legends or notations as
appropriate in its register of members and, to the extent that the certificates
are issued representing such Shares, the Company shall be entitled to place such
restrictive legends and notations as are deemed necessary or appropriate by the
Company and its counsel in order to comply with any applicable law. In the event
the sale of the Shares is not registered under the Securities Act, to the extent
the Company and its counsel deem it advisable, the Shares shall bear the
following restrictive legend:

               "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN
               REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
               "ACT"). ANY TRANSFER OR PLEDGE OF SUCH SECURITIES WILL BE INVALID
               UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO
               SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH
               REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER OR PLEDGE
               TO COMPLY WITH THE ACT."

                 Any determination by the Company and its counsel in connection
with any of the matters set forth in this clause 19 shall be conclusive and
binding on all persons.

                 (b) Registration or Qualification of Securities

                 The Company may, but shall not be obligated to, register or
qualify the sale of Shares under the Securities Act, the securities laws of any
country or any other applicable law. The Company shall not be obligated to take
any affirmative action in order to cause the sale of Shares under the Plan to
comply with any law.


                                      -15-
<PAGE>

                 (c) Exchange of Certificates

                 If, in the opinion of the Company and its counsel, any legend
placed on a stock certificate representing Shares sold under the Plan is no
longer required, the holder of such certificate shall be entitled to exchange
such certificate for a certificate representing the same number of Shares but
without such legend.

        20. GENERAL

            20.1 If the Trustees or any Group Companies are at any time required
to account to any taxation authority for taxation and/or social security
contributions as a consequence of the provision to any Participant of any
benefits hereunder (whether as a result of the Vesting of Plan Shares or
otherwise), the relevant Participant shall forthwith pay to the Trustees or the
relevant Group Company an amount equal to the taxation and/or social security
contributions for which the Trustees are so liable.

            20.2 Nothing in this Plan shall require the Trustees to take any
action which may result in the breach of any law or regulatory requirement to
which the Trustees may from time to time be subject, including (without
prejudice to the generality of the foregoing) the rules and regulations of any
stock exchange on which the Plan Shares are from time to time listed.

        21. TERMINATION

        The Trustees may at any time resolve to terminate the Plan, in which
event no further Option shall be Granted, but the provisions of the Plan shall,
in relation to options then subsisting, continue in full force and effect.

        22. NOTICES

            22.1 Any notification or other notice in writing which the Trustees
are required to give or may wish to give, to any Executive or Participant, in
relation to the Plan shall be sufficiently given if delivered to him by hand or
sent through the post by pre-paid cover addressed to the Executive or
Participant at the last address known to the Trustees as being the address of
the Executive or of the Participant. Any certificate, notification or other
notice in writing required to be given to the Trustees shall be properly given
if sent by telefax or telex (and thereafter confirmed by post) to or delivered
to the TRUSTEES at-


                                      -16-
<PAGE>

               C/O MAITLAND MANAGEMENT SERVICES
               B.P. 1361
               L-1013 LUXEMBOURG

               (ATTENTION: M.K.BECKER/S.O'CONNOR)
               TEL:  +352 40 25 05-1
               FAX: +352 40 25 05-66

               E-MAIL: Service@maitlandtrust.com

               All certificates, notices and documents given to the Company
shall be properly given if delivered or sent by e-mail or lefax or telex (and
thereafter confirmed by post) to or delivered to the COMPANY at

               C/O MAITLAND MANAGEMENT SERVICES
               B.P. 1361
               L-1013 LUXEMBOURG

               (ATTENTION: M.K.BECKER/S.O'CONNOR)
               TEL:  +352 40 25 05-1
               FAX: +352 40 25 05-66

               E-MAIL: Service@maitlandtrust.com

               All certificates, notices and documents given to the LIAISON
COMMITTEE shall be properly given if delivered or sent by telefax or e-mail (and
thereafter confirmed by post) to or delivered to all of:

               R.I. MACFARLANE      MEMBER OF THE LIAISON COMMITTEE
                                    C/O UTi, SERVICES, INC.
                                    19443 LAUREL PARK ROAD
                                    SUITE # 111
                                    RANCHO DOMINGUEZ
                                    CALIFORNIA 90220
                                    UNITED STATES OF AMERICA
                                    (FAX: +1-310-604 8411
                                    (E-MAIL: rmacfarlane@go2uti.com)

               M.K.BECKER           MEMBER OF THE LIAISON COMMITTEE
                                    (SEE MAITLAND MANAGEMENT SERVICES ABOVE)
                                    (E-MAIL: m.becker@maitlandtrust.com)


                                      -17-
<PAGE>

              I. WHITECOURT        MEMBER OF THE LIAISON COMMITTEE
                                   PRICEWATERHOUSECOOPERS
                                   400, Route d'Esch
                                   B.P. 1443
                                   L-1014 LUXEMBOURG,
                                   L-1930 LUXEMBOURG
                                   (FAX: +352 49 48 48-2900)
                                   (E-MAIL: ian.whitecourt@lu.pwcglobal.com)

            Any certificate, notification or other notice sent by post
(including the acceptance of a Grant) shall be deemed delivered on the tenth
(10th) clear day following the date of posting. All certificates, notices and
documents given by or to an Executive or Grantee or Participant or his nominee
shall be sent at his, their or its risk.

            22.2 Participants shall have made available to them copies of all
notices and other documents sent by the Company to its shareholders in general.

        23. APPLICABLE LAW

        The Plan and all determinations made and related actions taken by the
Trustees, the Liaison Committee, the Board, the Company, the Executive, the
Grantee and/or the Participant in relation to the Plan shall be governed by the
laws of the Bailiwick of Guernsey, Channel Islands, and shall be construed
accordingly and each party hereby submits to the non-exclusive jurisdiction of
the courts of the Bailiwick of Guernsey, Channel Islands in connection herewith.

SIGNED SEALED AND DELIVERED
in the presence of:-


THE COMMON SEAL OF
MAITLAND TRUSTEES LIMITED
was hereunto affixed in the presence of:-



   /s/ Rory Kerr                              /s/ Malcolm Becker
--------------------------                    -------------------------------
Director                                      Secretary/Authorised Signatory


                                      -18-