<PAGE>
                                                                    EXHIBIT 4.20




















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

                              UNION-TRANSPORT INC.

                              SHARE INCENTIVE PLAN

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















                    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
                         (UTSIP300402amended&restated)


<PAGE>

INDEX
<TABLE>

CLAUSE                                                                     PAGE
                                                                           ----
<S>     <C>                                                                <C>
1.      Interpretation                                                       1

2.      Establishment of Plan                                                2

3.      Administration                                                       2

4.      Appointment and Removal of Trustees                                  2

5.      Accounts                                                             3

6.      Expenses                                                             3

7.      Proceedings of Trustees                                              4

8.      Protection of Trustees                                               4

9.      Admission of Group Companies                                         5

10.     Liquidation of the Company                                           6

11.     Covenants                                                            7

12.     Notices                                                              7

13.     Governing Law, Forum, and Place of Administration and Power to       7
        Change Same
</TABLE>


                                       i
<PAGE>

THE SCHEDULE

THE RULES OF THE PLAN

<TABLE>
                                                                           PAGE
                                                                           ----
<S>     <C>                                                                <C>
1.      Definitions                                                          9

2.      Purpose                                                             12

3.      Eligibility                                                         12

4.      Conditions - General                                                12

5.      Conditions Applicable to Offers                                     13

6.      Disputes                                                            21

7.      Amendment of the plan                                               21

8.      Administration                                                      21

9.      Profit and Losses                                                   22

10.     Duration of Plan                                                    22

11.     Listing of Shares                                                   22

12.     Summary in Annual Report                                            22

13.     Notices                                                             22
</TABLE>


                                       ii
<PAGE>

THIS TRUST is made the 3rd day of December 1997 BETWEEN:

(1)   UTi WORLDWIDE INC., ("UTiW") formerly UNION-TRANSPORT INC) whose
      registered office is situate at 9 Columbus Centre, Pelican Drive, Road
      Town, Tortola, British Virgin Islands ("the Company") and

(2)   Mr Derek Arnold Jacobs (who has since resigned in favour of Mr Simon
      Stubbings as trustee), Mr Rory Charles Kerr and Mr Christopher Paul
      Spencer ("the Original Trustees") (referred to hereinafter as "the
      Trustees")

and will be known as the Union-Transport Share Incentive Plan ("the Plan").

WHEREAS:

(A)   The Company wishes to establish a share incentive plan for the benefit of
      the employees of the Union-Transport Group ("the Plan") for the purpose
      set out in Rule 2 of the rules of the Plan ("the Rules") which are
      contained in the schedule hereto and are intended to form part of the
      Plan.

(B)   The Company has appointed the Original Trustees to be the first Trustees
      of the Plan and the Original Trustees have agreed to so act.

(C)   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 prior to the date of such
      amendment and restatement, such provision shall, without the consent of
      the Participant concerned, have no effect as against such Participant in
      respect of such prior Grants or Options.

      NOW THIS DEED WITNESSES and it is hereby declared as follows:

1.    Interpretation

      The provisions of Rule 1 ("Definitions") of the Rules shall apply to this
      Deed and expressions defined in Rule 1 of the Rules shall have the same
      meanings where used in this Deed.



                                      -1-
<PAGE>

2.    Establishment of Plan

      2.1   The Company hereby establishes the Plan (to which the Rules,
            approved by the Company as of 27 August 1997 in substantially the
            same form, under irrevocable trusts (subject to alteration as
            hereinafter provided) as on and from the date hereof.

      2.2   The Plan (and Rules) shall be known as THE UTSIP ("the Plan").

      2.3   The shares to be offered in terms of the Plan shall be vested in and
            held by or under the control of the Trustees and upon irrevocable
            trusts and with and subject to the powers and provisions of the
            Trust Deed.

3.    Administration

      3.1   The administration and management of the Plan shall be vested in the
            Trustees.

      3.2   The Trustees shall have power to employ such agents as they may, in
            their sole discretion, see fit in the transaction of any business of
            the Plan, including the payment of benefits, and any valid receipt
            therefor given to such agents shall be a good and sufficient
            discharge to the Trustees.

      3.3   The Trustees may from time to time in writing authorise any two or
            more persons as they shall determine jointly to draw cheques on any
            banking accounts or to endorse any cheque or to give receipts and
            discharges and every such receipt and discharge shall be as valid
            and effectual as if it were given by the Trustees.

4.    Appointment and Removal of Trustees

      4.1.1 There shall be at least one Trustee if a body corporate or at least
            two Trustees if individuals and the remainder of this Clause is
            subject to this proviso.

      4.1.2 The Company may by Deed appoint new or additional trustees of the
            Plan up to any number subject to such limit (if any) as may for the
            time being be imposed by law but so that any person whether an
            individual or a body corporate may be appointed and if appointed may
            act as a new or additional Trustee hereof notwithstanding that he
            she or it is resident outside the island of Guernsey.

      4.2   The Company may remove any Trustee from his trusteeship by serving
            upon such Trustee notice in writing such removal to take effect
            immediately upon service thereof. The Trustee on removal shall be
            deemed to have retired from the trust and shall forthwith execute
            such



                                      -2-
<PAGE>

            documents and carry out such things, if any, as may be necessary to
            give proper effect thereto.

      4.3   The Trustees or any of them may resign by serving upon the Company
            not less than one (1) month's notice in writing such resignation to
            take effect at the expiration of such notice. The Trustees or
            Trustee so resigning shall be deemed to have retired from the trust
            and shall forthwith execute such documents and do such things, if
            any, as may be necessary to give proper effect thereto.

      4.4   Any Trustee or any director or officer of any body corporate being a
            Trustee shall be entitled to retain any benefit to which he is
            beneficially entitled under the Plan.

      4.5   No decision of the Trustees shall be invalidated by any personal
            interest of any Trustee (or any director or officer of any body
            corporate being a Trustee) therein but nothing in this sub-Clause
            shall affect any duty owed by anyone who has a direct or indirect
            interest in such decision to disclose that interest to the other
            Trustees and to the Company.

5.    Accounts

      5.1   The Trustees shall cause proper accounts and records to be kept for
            the purposes of the Plan.

      5.2   The accounts of the Plan shall be prepared regularly and may be
            audited by an auditor qualified to act as such who if appointed
            shall report in writing to the Trustees the result of the audit.

      5.3   The Trustees shall appoint and remove such auditor with the consent
            of the Company and the Trustees, the Company and the auditor shall,
            and where appropriate, the Company shall procure that the relevant
            Group company shall comply with the requirements of the Occupational
            Pension Schemes (Auditors) Regulations 1987 of the United Kingdom as
            to changes of auditor, the disclosure of information to the auditor
            and other matters.

6.    Expenses

      6.1   Any Trustee or any director or officer of a body corporate being a
            Trustee who is engaged in any profession or business shall be
            entitled directly or indirectly to be paid all usual professional or
            other charges and to retain all usual commissions for work or
            business done or transacted by or through him or his firm in
            connection with the trusts of the Plan whether in the ordinary
            course of his profession or business or not and whether or not of



                                      -3-
<PAGE>

            a nature requiring the employment of such professional or business
            person.

      6.2   Any body corporate which is a trustee of the Plan shall be entitled
            to charge and be paid such remuneration for its services as shall
            from time to time be agreed between such body corporate and the
            Company.

7.    Proceedings of Trustees

      Unless and until a body corporate is appointed as a sole Trustee of the
Plan:

      7.1   all decisions of the Trustees must be unanimous;

      7.2   a resolution in writing signed by all the Trustees shall be as valid
            and effective as if it had been passed at a meeting of the Trustees
            duly convened and held and any such resolution may be signed in one
            or more counterparts and by Trustees on separate counterparts, each
            of which when so executed and delivered, shall be an original but
            all the counterparts shall together constitute one and the same
            instrument;

      7.3   any documents (other than Deeds) requiring to be signed by the
            Trustees may be signed by any two of them with the authority of and
            on behalf of them all.

8.    Protection of Trustees

      8.1   The Trustees may act on the advice or opinion of any actuary,
            accountant, lawyer, surveyor, stockbroker or other professional
            person or expert employed or instructed by them or by any of the
            Employers and on the advice of any medical man employed or consulted
            by the Trustees or by any Group company or by any person applying
            for or in receipt of any pension or benefit; and shall not be liable
            for any loss thereby occasioned.

      8.2   No Trustee and no director or officer of any body corporate being a
            Trustee shall be liable for loss occasioned by any act or omission
            on the part of himself or any of his co-Trustees or any agent or
            servant employed by him or by any of his co-Trustees (whether or not
            such employment was strictly necessary or expedient) unless such
            loss was attributable to his personal dishonesty or to the wilful
            commission by him personally of a positive act consciously known by
            him to constitute a breach of trust.

      8.3   Should any provision contained in Clause 8 be held to be invalid
            under any applicable Statute or rule of law and if any Trustee
            hereof (or any director or officer of any body corporate being a
            trustee hereof), thereby becomes liable to any loss or damage which
            would otherwise have been excluded, then in addition to all
            indemnities conferred upon trustees



                                      -4-
<PAGE>

            generally by law, the Group companies hereby jointly and severally
            covenant to indemnify and keep indemnified each such Trustee or
            other person against all actions claims demands costs and expenses
            arising in respect thereof or in connection therewith.

      8.4   If a Trustee ceases to be a Trustee hereof or becomes for any reason
            incapable of acting as a Trustee hereof such Trustee shall be
            released from all claims demands actions proceedings and accounts of
            any kind on the part of any person (whether in existence or not)
            actually or prospectively interested under this Plan other than and
            except only for actions:

      8.4.1 resulting from or arising out of or in connection with any fraud or
            breach of trust to which such Trustee or (in the case of a corporate
            Trustee any of its officers or employees) was a party or privy;

      8.4.2 to recover from such Trustee property held under the terms of the
            Plan or the proceeds of such property in the possession of such
            Trustee or previously received by such Trustee (or in the case of a
            corporate Trustee by any of its officers or employees) and converted
            to his own use.

      8.5   The Trustees shall be under no liability or duty to see that any
            contributions or other moneys payable under the Plan to them or as
            they shall direct are in fact paid.

      8.6   The Trustees shall not be obliged to institute, maintain or defend
            any legal proceedings in relation to the Plan but may do so if they
            in their absolute discretion think fit.

9.    Admission of Group Companies

      9.1   The Company may invite any corporate body being a subsidiary of or
            associated in business with the Company to participate in the Plan
            as a Group Company. Upon such corporate body covenanting with the
            Trustees to be bound by the Trust Deed and to pay to the Plan all
            contributions as may from time to time be agreed between such
            corporate body and the Trustees, those of its employees and former
            employees as the corporate body shall invite, with the consent of
            the Company, to become members of the Plan shall become eligible as
            Members on the same terms as employees of the Company.

      9.2   Upon ceasing to be a subsidiary of or associated in business with
            the Company or upon being directed so to do by the Company a Group
            Company shall cease to contribute to the Plan.



                                      -5-
<PAGE>

10.   Liquidation of the Company

      10.1   In the event that:

      10.1.1 the Company shall enter into liquidation and another body corporate
             shall (whether in contemplation of or after such liquidation) enter
             into an agreement with the Trustees and with the Company or its
             liquidator to perform the obligations of the Company under the
             Trust Deed; or

      10.1.2 if the undertaking of the Company is acquired by or vested in any
             other body corporate and such other body corporate shall either
             enter into an agreement with the Trustees and with the Company or
             its liquidator or shall be bound by virtue of or pursuant to any
             statutory provision or any order of the Court made thereunder or
             otherwise to perform the said obligations; or

      10.1.3 if the Company shall be dissolved by virtue of or pursuant to any
             statutory provision or any order of the Court made thereunder or
             otherwise and another body corporate shall be bound by virtue of or
             pursuant to any statutory provision or any order of the Court made
             thereunder or otherwise to perform the said obligations

      then and in any such event the Company shall thereby be released from all
      the said obligations and such other body corporate as aforesaid shall be
      deemed to be substituted for the Company as the person liable to perform
      the said obligations and the Trust Deed shall thenceforth have effect as
      if such other body corporate had been a party to and had executed the
      Trust Deed in place of the Company.

      10.2   In the event that:

      10.2.1 the Company shall enter into liquidation and if at the time of such
             liquidation or at any time thereafter there shall not be any such
             agreement as is referred to in Clause 10.1.1 and the Trustees shall
             be of the opinion that there is no reasonable expectation of such
             an agreement being concluded; or

      10.2.2 the undertaking of the Company is acquired by or vested in any body
             corporate and if at the time of such acquisition or at any time
             thereafter no such agreement as is referred to in Clause 10.1.2 and
             such other body corporate shall not be bound as mentioned in the
             said Clause 10.1.2 and the Trustees shall be of the opinion that
             there is no reasonable expectation of such an agreement being
             concluded or of any other body corporate becoming so bound; or

      10.2.3 the Company shall be dissolved in the manner referred to in Clause
             10.1.3 and if at the time of such dissolution or at any time
             thereafter no other



                                      -6-
<PAGE>

             body corporate shall be bound as mentioned in the said Clause
             10.1.3 and the Trustees shall be of the opinion that there is no
             reasonable expectation of any other body corporate becoming so
             bound;

      then and in any such event the Trustees may wind up the Plan or may
      themselves alone (without the participation of the Company) by Deed
      exercise the power to alter or modify any of the trusts powers and
      provisions of the Trust Deed conferred upon the Company by Clause 7 and
      may make such arrangements or enter into such agreements as they shall in
      their uncontrolled discretion think fit for the continuance of the Plan
      subject to the application (if any) of the rule against perpetuities.

11.   Covenants

      The Company and if appropriate and in respect of its period of
      participation in the Plan any Group Company each for its own part hereby
      covenants with the Trustees that it will from time to time and at all
      times until the determination of the trusts of the Plan and the
      dissolution of the Fund duly perform and observe all and singular the
      conditions stipulations and provisions which under the Plan ought from
      time to time to be performed and observed by it and shall duly and
      punctually pay or procure to be duly and punctually paid to the Trustees
      or as the Trustees shall direct all moneys which under the Plan ought so
      to be paid by it.

12.   Notices

      Any notice to be served hereunder on a Trustee or any other individual
      shall be sent by post or fax to his last known address and any notice to
      be served hereunder on the Company, a Group Company or any other body
      corporate shall be sent by post or fax to the registered office or
      principal place of business for the time being thereof and any notice
      shall be deemed to be served 7 working days after the same shall have been
      posted or 12 working hours after the same shall have been transmitted by
      fax and in proving service it shall only be necessary to prove that the
      notice was properly posted or faxed in accordance with the requirements of
      this Clause.

13.   Governing Law, Forum and Place of Administration and Power to Change Same

      13.1  The Trust Deed and the Rules shall in all respects be governed by
            and interpreted according to the laws of The Bailiwick of Guernsey.

      13.2  The courts of Guernsey shall be the forum for the administration of
            these trusts.

      13.3  Notwithstanding the provisions of subclauses 13.1 and 13.2 the
            Trustees shall have power (subject to the application (if any) of
            the rule against perpetuities) to:



                                      -7-
<PAGE>

      13.3.1 carry on the general administration of these trusts in any
             jurisdiction in the world whether or not such jurisdiction is for
             the time being the proper law of these trusts or the courts of such
             jurisdiction are for the time being the forum for the
             administration of these trusts and whether or not the Trustees or
             any of them are for the time being resident or domiciled in or
             otherwise connected with such jurisdiction; and

      13.3.2 declare by Deed that the interpretation of the Trust Deed and the
             Rules shall from the date of such Deed be subject to the law of
             some other state or territory in any part of the world (not being
             any place where any of the trust powers and provisions declared and
             contained in this Deed would not be enforceable or effective under
             its law or the trusts hereof would not be irrevocable) PROVIDED
             that each time such a Deed takes effect the Trustees shall be at
             liberty to make such alterations or additions to the terms powers
             and provisions of the Plan as the Trustees may consider necessary
             or desirable to ensure that the terms powers and provisions of the
             Plan shall (with those alterations and additions) be as valid and
             effective as if they were made before the Deed took effect.

      IN WITNESS whereof this document is executed as amended and restated as of
      30 April 2002.

      THE COMPANY                     )   /s/  Roger I. MacFarlane
                                          --------------------------------------
                                          Chief Executive Officer/
                                          Director



      RORY CHARLES KERR

      who hereunto                    )

      affixed his personal seal       )   /s/  Rory C. Kerr
                                          --------------------------------------
                                      )   R.C.Kerr/Authorised
                                          Signatory

                                                     HIS SEAL



                                      -8-
<PAGE>

                                  THE SCHEDULE

                              The Rules of the Plan

Adopted by resolution of shareholders of the company passed on 27 August 1997.

1.   Definitions

     In this deed, unless inconsistent with the context -

     1.1   the following words and expressions shall have the following
           meanings -

           "auditors"              the auditors for the time being of the
                                   company;

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

           "capitalization share"  a fully paid share allotted in a
                                   capitalisation issue by the company;

           "the company"           UTi Worldwide Inc., (formerly
                                   Union-Transport Inc.);

           "the directors"         the Board of Directors of UTi Worldwide Inc.;

           "employee"              anyone (including a salaried director)
                                   employed in a full time capacity by a Group
                                   company and who has not given or been given
                                   notice to leave the Group;

           "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;

           "offer"                 an offer made to an offeree to purchase
                                   shares in terms of the plan;

           "offeree"               an employee, or any personal entity
                                   nominated by an employee pursuant to 5.10
                                   hereof, nominated in terms of the provisions
                                   of the plan to receive an offer;

           "the offer date"        the date on which an offer is made to an
                                   offeree in terms of the plan;



                                      -9-
<PAGE>

            "offer price"           an amount fixed by the directors, which
                                    shall be not less than the lower of USD 9.69
                                    per share (this being the number resulting
                                    from the 1 for 7.63 combination of shares
                                    which occurred on October 18, 2000 in
                                    connection with the Company's listing on the
                                    Nasdaq Stock Market, Inc. ("Nasdaq") (which
                                    number was originally USD 1.27 per
                                    Union-Transport Inc share prior to the
                                    combination of shares and listing on the
                                    Nasdaq)) and the last sale price on the date
                                    of offer, or if no sale occurred on that
                                    date, the last sale price on the business
                                    day immediately prior to the date of offer,
                                    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 offer, as reported on the Nasdaq,
                                    for so long as the Plan Shares are traded on
                                    the National Market System (the "NMS") of
                                    The Nasdaq; provided that the amount shall
                                    in no event be lower than the amount that
                                    the share is entitled to as a preference, if
                                    any, in the assets of the Company upon
                                    liquidation of the Company) and, in the case
                                    of a share acquired by a participant in
                                    terms of a rights offer, the subscription
                                    price of such share; and provided further
                                    that

                                    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;

                                    If neither of the above clauses applies but
                                    the listing of the Plan Shares on the Nasdaq
                                    is not suspended, the Offer Price shall be
                                    determined by the Trustees in good faith
                                    after consultation with the Liaison
                                    Committee. Such determination shall be
                                    conclusive and binding on all persons.



                                      -10-
<PAGE>

            "participant"           an offeree who has accepted and has notified
                                    the secretary that he accepts an offer with
                                    effect from the offer date and, where
                                    required by the context his heirs,
                                    executors, administrators or trustees in
                                    bankruptcy or personal entity.

            "personal entity"       a family trust, discretionary or otherwise
                                    established by or at the instance of the
                                    employee for the benefit of himself and his
                                    immediate family;

            "the plan"              the plan, to be known as "the
                                    Union-Transport Share Incentive Plan" or as
                                    the UTi - UTISIP", set out in this deed, as
                                    may be amended from time to time in terms of
                                    clause 7;

            "the purchase date"     the date on which an offer is accepted by an
                                    offeree pursuant to the plan;

            "the record date"       the close of business on the day the
                                    register of the company will be closed to
                                    determine entitlement to participate in a
                                    rights offer or capitalisation issue, as the
                                    case may be;

            "rights offer"          the offer of any securities of the company
                                    or of any other body corporate to all
                                    holders of equity shares pro rata to their
                                    holdings at the record date;

            "the secretary"         the secretary of the company for the time
                                    being;


            "share"                 an ordinary share in the capital of the
                                    company and any shares offered by way of a
                                    capitalisation issue or a rights offer;

            "trustees"              the trustees for the time being of the
                                    Union-Transport Share Incentive Trust,
                                    established by the company by instrument
                                    dated 3 December 1997;


      1.2   Words importing -

            1.2.1 the singular shall include the plural and vice versa;

            1.2.2 any gender shall include any other gender;

            1.2.3 natural persons shall include bodies corporate and personal
                  entities nominated pursuant to 5.10 hereof and vice versa.



                                      -11-
<PAGE>

      1.3   The plan shall be governed by the laws of the Bailiwick of Guernsey,
            Channel Islands.

2.    Purpose

      The plan is intended as an incentive to employees, including salaried
      directors, of the Group to identify themselves more closely with the
      activities of the Group and to promote its continued growth by giving them
      the opportunity of acquiring shares in the company.

3.    Eligibility

      3.1   Employees shall be eligible to and shall participate in the plan
            only if and to the extent that offers are made to and are accepted
            by them in terms of this instrument.

      3.2   The directors in their sole discretion may from time to time direct
            the trustees to offer shares to specified employees. The shares to
            be offered will be shares to be subscribed for or purchased by the
            trustees.

4.    Conditions - General

      4.1   No offer shall be made to an offeree under the plan in respect of a
            number of shares which, together with any plan shares then held by
            the participant at that date, would exceed 131,061 ordinary shares
            which number represents the original 1,000,000 share limit as
            adjusted for the 1 for 7.63 combination of shares which occurred
            on October 18, 2000.

      4.2   The maximum number of shares which may be issued or transferred in
            terms of the plan shall be limited to 131,061 ordinary shares of the
            company (which number represents the 1,000,000 ordinary shares
            originally reserved for issuance under the plan as adjusted for the
            1 for 7.63 combination of shares which occurred on October 18,
            2000), but shares repurchased by the trustees pursuant to the plan,
            cancelled or the rights to which have lapsed and shares released to
            participants, shall not be included in determining that maximum.

      4.3   The limit set out in 4.1 shall be adjusted in such manner as the
            auditors shall certify to be appropriate as a result of -

            4.3.1 the sub-division or consolidation of shares; or

            4.3.2 the issue of additional shares whether by way of a
                  capitalisation issue or a rights offer.



                                      -12-
<PAGE>

5.    Conditions applicable to offers

      5.1   General provisions

      An offer --

            5.1.1 shall be subject to and governed by the provisions of this
                  deed;

            5.1.2 shall be personal to the offeree to whom it is addressed, and
                  may only be accepted by and, subject to 5.10 hereof, may not
                  be ceded or assigned by him;

            5.1.3 shall be an offer to sell to the offeree, for issue or
                  transfer to and for registration in his name, the number of
                  shares specified by the directors at the offer price, payable
                  in terms of the plan, against a pledge of the shares by the
                  offeree in favour of the trustees, as security for his
                  indebtedness. Each offer shall be accompanied by a form of
                  acceptance, a pledge and a cession or assignment and mandate
                  (in such form as may be prescribed by the directors);

            5.1.4 shall be accepted by notice in writing delivered to the
                  secretary, together with the forms of acceptance, pledge and
                  cession and mandate duly completed by the offeree within 21
                  days of the offer date, provided that failure to accept the
                  offer by that date shall cause the offer to lapse without
                  compensation;

            5.1.5 may be accepted in part (but only for 10 shares or multiples
                  of 10 shares) or in full.

      5.2   Whole contract

            An offer and acceptance pursuant to the plan shall constitute the
            whole contract between the trustees and a participant, provided
            that, if a participant shall leave the employ of the Group, all
            terms of the participant's employment contract or contracts which
            survive the termination of the participant's employ, shall remain in
            force and effect and such participant's rights under the plan shall
            be read subject thereto.

      5.3   Trustees to subscribe for or purchase shares

            The trustees shall in respect of shares for which there has been a
            valid acceptance of an offer:

            5.3.1 where necessary subscribe for or purchase and pay for those
                  shares; and

            5.3.2 procure the issue or the transfer of those shares to the
                  participant;



                                      -13-
<PAGE>

            and the offer price of the shares so accepted shall be deemed to be
            a loan by the trustees to the participant and subject to repayment
            in terms of the plan.

      5.4   Interest

            The directors shall in the case of an offer which has been accepted,
            if and whenever they may in their discretion deem it necessary or
            advisable, be entitled to require that the participant pays interest
            on his indebtedness to the trustees at such rate during such period
            or periods and payable at such time or times as the trustees may
            decide. In exercising this discretion, the trustees shall give the
            participant twenty one (21) days' notice in writing of both the
            requirement to pay interest and the percentage of interest that is
            to be charged.

      5.5   Dividends

            A participant in the case of an offer which has been accepted shall
            be deemed to have authorised payment to the trustees of any
            dividends payable in respect of his shares. In the event of the
            directors exercising their discretion in terms of 5.4 hereof, such
            dividends will be applied by the trustees to the interest due on the
            moneys borrowed by the participant in respect of the acquisition of
            the shares acquired and held by the participant pursuant to the
            plan.

      5.6   Payment for shares by participant

            Subject to the provisions of 5.4 and 5.7 payments to the trustees in
            respect of the indebtedness of a participant shall be appropriated
            firstly towards reduction or settlement of such indebtedness arising
            out of the first offer and acceptance of shares, and thereafter in
            reduction or settlement of any such indebtedness arising out of
            subsequent offers and acceptances of shares, in chronological order.
            Payment of the offer price shall be made in full to the trustees,
            subject to the provisions of 5.13 hereof, failing which such offer
            shall lapse without compensation.

      5.7   Release of shares to participant

            5.7.1 Shares offered and accepted pursuant to the plan shall be
                  registered in the name of the participant but shall be held in
                  pledge by the trustees until they qualify for release.

            5.7.2 As and when the capital indebtedness of a participant is paid
                  to the trustees in full, the trustees shall release the
                  shares, or the corresponding number of shares to him.



                                      -14-
<PAGE>

            5.7.3 Except where the directors of the company in their absolute
                  discretion otherwise decide, a participant shall not be
                  entitled to have his shares released except on a cumulative
                  basis to an extent not exceeding one quarter of his shares on
                  31 December following the third anniversary of the purchase
                  date, and thereafter one quarter on each following 31
                  December.

            5.7.4 Notwithstanding the provisions of this clause the directors of
                  the company may in writing direct the trustees to release at
                  any time, to such participants as are specified by them, up to
                  such number of shares as may be specified by them, against
                  payment by the participant of his full indebtedness in respect
                  of the shares to be released.

      5.8   Rights offer

            In the event of a rights offer by the company to its shareholders of
            any shares for subscription ("rights offer shares"), then -

            5.8.1 letters of allotment issued by the trustees to the participant
                  in respect of rights offer shares shall be delivered, within a
                  period of fourteen (14) days after the issue to the
                  participant of those letters of allotment, by the participant
                  to the trustees, and shall be accompanied by a notice in
                  writing, from the participant, indicating either his intention
                  to take up his rights offer shares, pursuant to the provisions
                  of 5.8.2 or 5.8.3, or renouncing his entitlement to those
                  rights offer shares in favour of the trustees pursuant to
                  5.8.4. Subject to the directors' discretion to extend this
                  notice period, failure by the participant to give such notice
                  within fourteen (14) days shall cause the rights offer shares
                  to lapse without compensation.

            5.8.2 if a participant wishes to accept the rights offer on the
                  basis that the rights offer shares taken up by him are
                  regarded as having been released from the provisions of the
                  plan, he may do so if he pays the subscription price in full
                  out of his own funds;

            5.8.3 if a participant wishes to accept the rights offer on the
                  basis that the rights offer shares taken up by him are
                  regarded as shares purchased by him pursuant to the plan and,
                  provided the directors agree to fund through the trustees the
                  subscription of rights offer shares of all participants to the
                  extent to which they wish to participate in that rights offer
                  pursuant to this 5.8.3, the following provisions will apply:



                                      -15-
<PAGE>

                  5.8.3.1 the participant shall, for no consideration, cede or
                          assign and transfer to the trustees his right to
                          subscribe for the rights offer shares, insofar as
                          those rights relate to shares purchased by him
                          pursuant to the plan, and the trustees shall subscribe
                          for the appropriate number of rights offer shares, at
                          the subscription price, for allotment and issue to and
                          registration in the name of the participant, who they
                          shall be obliged to purchase them from the trustees,
                          at the subscription price;

                  5.8.3.2 the rights offer shares shall be deemed to be shares
                          sold to a participant pursuant to the plan and the
                          purchase price of those shares shall be included in
                          the indebtedness of the participant to the trustees;

                  5.8.3.3 the rights offer shares shall be dealt with as if they
                          had been part of the offer and acceptance of the
                          original shares purchased under the plan to which they
                          relate, and they shall also be pledged to the trustees
                          as security for the indebtedness of the participant;

                  5.8.3.4 the participant shall execute all documents which may
                          be necessary for the purpose of implementing the
                          provisions of this clause 5.8;

            5.8.4 to the extent to which the participant does not wish to accept
                  the rights offer he shall renounce his right to subscribe for
                  any rights offer shares free of charge in favour of the
                  trustees, who shall endeavour to dispose of the rights offer
                  shares at the subscription price for such shares, and shall
                  set off the proceeds of that disposal against the
                  participant's indebtedness to the trustees.

      5.9   Capitalisation issue

            In the event of the allotment and issue of any shares by the company
            to its shareholders by way of capitalisation issue, where
            capitalisation shares accrue in respect of shares acquired by
            acceptance of offers by a participant as have not been released to
            him, such capitalisation shares shall be registered in the name of
            the participant and although credited as fully paid, shall be held
            in pledge by the trustees as shares acquired and not released
            pursuant to the plan. Only when, and in proportion to, those shares
            in respect of which the capitalisation shares were issued have been
            paid in full, will the capitalisation shares be released. If the
            trustees re- purchase any shares in terms of 5.11, 5.12 or 5.13, any
            capitalisation shares issued in respect of those shares shall
            simultaneously be acquired by the trustees without payment of any
            additional consideration.



                                      -16-
<PAGE>

      5.10  Restriction on pledging plan shares

            A participant shall not be entitled to pledge (except to the
            trustees, as provided in this deed), cede, assign or transfer or
            otherwise encumber any of his plan shares, or any rights in respect
            of his plan shares, until those shares shall have been released by
            the trustees as provided in 5.7; but these restrictions will not
            prohibit a participant from ceding, assigning or transferring any
            rights which he may have in respect of plan shares to a personal
            entity, provided he remains personally liable for his obligations in
            respect of those shares.

      5.11  Death or retirement of participant

            If a participant:

            5.11.1 dies, prior to the release of all his shares under the plan,
                   then his estate shall, during a period of one year from the
                   date of death, have the right to the release of all such
                   shares or such lesser number as his executors may nominate,
                   provided the indebtedness outstanding in respect of the
                   shares which are so nominated to be released has been
                   discharged.

            5.11.2 retires on or after the earliest date of retirement permitted
                   in terms of the rules of the Company's pension fund, then he
                   shall have the right during a period of one year from the
                   date of his retirement to the release of all his shares under
                   the plan or such lesser number as he may nominate, provided
                   he has discharged the indebtedness outstanding in respect of
                   the shares to be released.

                   Provided that, at the end of the period of one (1) year from
                   the date of death or from the date of his retirement or
                   sooner if so requested by the participant or the
                   participant's deceased estate or his personal entity, as the
                   case may be, the trustees shall be entitled, obliged and
                   authorised to re-purchase from the participant or the
                   participant's deceased estate or his personal entity, who
                   shall be obliged to sell, at the offer price, those shares of
                   a participant acquired pursuant to the plan which have not
                   been released, and to offset the participant's indebtedness
                   against the purchase price payable by the trustees.

      5.12  Disability of Employee

            If an Employee's employment or service with the Company ceases by
            reason of the Employee's Disability, the participant concerned shall
            have the right, at any time within twelve (12) months after such
            cessation by reason of Disability, but only to the extent that, at
            the date of such



                                      -17-
<PAGE>

            cessation, the participant's rights had vested, to pay the trustees
            such amount as may be owing in respect of the Plan Shares and
            thereby effect their release from pledge

      5.13  Leaving the employ of the Company

            If an Employee or participant is dismissed or leaves the service of
            the Group, for any reason, with or without cause, other than because
            of retirement on or after the earliest date of retirement permitted
            in terms of the rules of the applicable Group company's pension
            fund, or if the estate of a participant is sequestrated, whether
            provisionally or finally, the directors shall instruct the trustees
            to re-purchase from the participant (or from his personal entity or
            insolvent estate, as the case may be) who shall be obliged to
            re-sell to the trustees, any unreleased shares at the offer price,
            which will be set off against the participant's indebtedness to the
            trust, immediately on the participant receiving or giving notice
            that his employment with the Group is being terminated.

            The directors may, at their sole discretion, waive the instruction
            to the trustees and allow the participant to have his unreleased
            shares under the plan released on the terms and conditions agreed
            upon in any settlement agreement between the participant and the
            Group.

      5.14  If participant does not pay indebtedness

            If, on the expiry of seven (7) years from the purchase date, a
            participant has not paid his indebtedness to the trustees in full,
            then the trustees shall be entitled, obliged and authorised to call
            upon him in writing to do so within 30 days after the date of that
            request, and if the participant fails to comply with the request, or
            pays only a portion of the amount owing then that participant's
            rights to the relevant shares acquired by him pursuant to the plan
            will lapse without compensation. The trustees shall not be entitled
            to take proceedings against the participant for recovery of the
            indebtedness, but shall be entitled, obliged and authorised to
            re-purchase from him or from his personal entity or deceased estate,
            as the case may be, and he or they will be obliged to sell to the
            trustees at the offer price, the shares acquired by him pursuant to
            the plan in respect of which the indebtedness is outstanding, within
            the period of thirty (30) days referred to and to off set his
            indebtedness against the purchase price of those shares.

      5.15  Repurchased shares

            In any of the events referred to in 5.12, 5.13 and 5.14, shares
            repurchased by the trustees will be transferred in terms of the plan
            directly to other participants, or will be held by the trustees for
            subsequent sale to future



                                      -18-
<PAGE>

            participants or otherwise dealt with, subject to the requirements of
            the Nasdaq Stock Market, as the directors in their discretion may
            direct, but if repurchased shares are again offered to the same
            participant at a more favourable price, then the number of the
            shares so offered shall be included in determining the maximum
            number of shares which may be issued or transferred pursuant to the
            plan and pursuant to 4.2 hereof.

      5.16  Authority of trustees to sign documents

            The trustees will be deemed to have been irrevocably authorised to
            sign on behalf of a participant (or the personal entity or the
            deceased or insolvent estate of a participant, as the case may be)
            obliged to sell any shares to the trustees in terms of the plan, the
            appropriate agreement of sale and purchase (in a form prescribed by
            the directors) and the necessary transfer of those shares.

      5.17  Securities Law Requirements

            5.17.1 Legality of Issuance

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

                   A.    it and the participant 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.

            5.17.2 Restrictions on Transfer

                   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 offer
                   of Shares 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



                                      -19-
<PAGE>

                   any other country, but exemptions are available which require
                   that the participant make various representations and
                   warranties, the Company may require such representations and
                   warranties from the participant as are deemed necessary or
                   appropriate by the Company and its counsel as a condition
                   precedent to offering 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
                   5.17.2 shall be conclusive and binding on all persons.

                   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.

                   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-
<PAGE>

      5.18  Shares ceasing to be shares pursuant to the plan

            For the purpose of the plan, shares shall cease to be shares
            pursuant to the plan:

            5.18.1 when they are released in terms of 5.7 hereof; or

            5.18.2 when they are rights offer shares taken up in terms of 5.8.2
                   hereof; or

            5.18.3 when they are released in the event of participants retiring,
                   dying or leaving the employ of the company in terms of 5.11
                   and 5.12 hereof; or

            5.18.4 when they are re-purchased by the trustees pursuant to the
                   plan.

6.    Disputes

      Any dispute arising under the plan shall be referred for decision to the
      auditors, who shall act as experts, and not as arbitrators, and whose
      decision shall be final and binding.

7.    Amendment of the plan

      The directors may, from time to time, subject to the approval of any stock
      exchange on which the shares are listed, by resolution, amend all or any
      of the provisions of the plan (whether retrospectively or otherwise), but
      no amendment shall adversely affect the rights of any participant or his
      personal entity or deceased estate, as the case may by, in respect of
      released shares pursuant to the plan, and no amendment affecting the total
      number of shares subject to the plan or the maximum number of shares which
      may be allocated to any one participant shall be made unless approved by
      the members of the company in general meeting.

8.    Administration

      The Group companies will bear all costs of and incidental to the
      implementation and administration of the plan, including any stamp duty
      payable in respect of the issue or transfer of any shares, in proportion
      to the number of shares pursuant to the plan held by their respective
      employees or their personal entities or deceased estates, as the case may
      be, from time to time and will, from time to time, as and when necessary,
      provide the trustees with all requisite funds and facilities. The company
      will provide all secretarial, accounting administrative, legal and
      financial advice and services, office accommodation, stationery and so
      forth, to enable the trustees to properly and efficiently perform their
      duties and functions in terms of the plan.



                                      -21-
<PAGE>

9.    Profit and Losses

      The Group companies will bear any losses sustained, and be entitled to any
      profits made by the trustees relating to shares pursuant to the plan
      issued to their respective employees or assigned and transferred to their
      personal entities or acquired by their deceased estate as the case may be.

10.   Duration of the plan

      The plan shall continue for such period as it may be lawful for the Plan
      to continue or otherwise until the expiration of a period of one hundred
      years from the date of establishment of the Plan unless earlier terminated
      by a resolution of the directors or by a resolution of the company in
      general meeting, but that termination shall not affect or modify any
      existing rights or obligations of participants, their personal entities or
      deceased estate, as the case may be, and the trustees shall continue to
      administer the plan for so long as may be necessary to give effect to
      those rights and obligations.

11.   Listing of shares

      The directors shall, on registration of any shares in the name of the
      trustees, a participant or his personal entity or deceased estate, as the
      case may be, make application for a listing, quotation and permission to
      deal in such shares, on any stock exchange or stock market on which the
      shares are listed.

12.   Summary in annual report

      A summary of the number of shares issued as at the beginning of the
      financial year, the number of shares issued during the financial year and
      the balance of shares available for issue pursuant to the plan as at the
      financial year end, shall be included in each annual report to members of
      the company.

13.   Notices

      Any notification or other notice in writing which the trustees are
      required to give or may wish to give to any participant or employee in
      relation to the plan, shall be sufficiently given if delivered to the
      participant or employee by hand or sent by mail by prepaid cover addressed
      to the participant or employee at the last address known to the trustees
      as being the address of the participant or employee. Any certificate,
      notification or other notice in writing required to be given to the
      trustees shall be properly given if sent by telefax (and confirmed by
      mail) to or delivered to the trustees at: --



                                      -22-
<PAGE>

      C.P. SPENCER
      c/o Praxis Trustees Limited
      P.O. Box 296
      Suites 13 & 15
      Sarnia House, Le Truchot
      St. Peter Port, Guernsey,
      GY1 4NA, Channel Islands;

      Tel: +44 1481 727 927
      Fax: +44 1481 710 511           OR AT:

      MAITLAND MANAGEMENT SERVICES SA
      6, rue Adolphe Fischer
      L-1520 Luxembourg
      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



                                      -23-