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                                                                   EXHIBIT 10.12


                               UTi WORLDWIDE INC.
                       2000 STOCK OPTION PLAN, AS AMENDED

         1.       PURPOSE. The Plan is intended to provide incentive to
employees, directors, advisors and consultants of the Corporation to encourage
proprietary interest in the Corporation, to encourage such employees to remain
in the employ of the Corporation or such directors, advisors and consultants to
remain in the service of the Corporation, and to attract new employees,
directors, advisors and consultants with outstanding qualifications.

         2.       DEFINITIONS. Unless otherwise defined herein or the context
otherwise requires, the capitalized terms used herein shall have the following
meanings:

                  (a)      "Administrator" shall mean the Board or the Plan
Committee of the Board, whichever shall be administering the Plan from time to
time in the discretion of the Board, as described in Section 4 of the Plan.

                  (b)      "Board" shall mean the Board of Directors of the
Corporation.

                  (c)      "Change of Control" shall be deemed to have occurred
if:

                           (i)      the Shareholders of the Corporation approve
a definitive agreement to sell, transfer, or otherwise dispose of all or
substantially all of the Corporation's assets and properties;

                           (ii)     any "person" (as such term is used in
Section 13(d) and 14(d) of the Exchange Act), other than the Corporation or any
"person" who as of the date this Plan is adopted by the Board, is a director or
officer of the Corporation (including any trust of such director or officer), is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation representing
fifty percent (50%) or more of the combined voting power of the Corporation's
then outstanding securities; provided, however, that the following shall not
constitute a "Change of Control" of the Corporation:

                                    (a)      any acquisition directly from the
Corporation (excluding any acquisition resulting from the exercise of a
conversion or exchange privilege in respect of outstanding convertible or
exchangeable securities);

                                    (b)      any acquisition by an employee
benefit plan (or related trust) sponsored or maintained by the Corporation or
any corporation controlled by the Corporation;

                                    (c)      upon the death of any person who as
of the date of this Agreement is a director or officer of the Corporation, the
transfer (x) by testamentary disposition or the laws of intestate succession to
the estate or the legal beneficiaries or heirs of such person, or (y) by the
provisions of any living trust to the named current income beneficiaries thereof
of the securities of the Corporation beneficially owned by such director or
officer of the Corporation; or

                           (iii)    during any period of two consecutive years
during the term of this Plan, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute at least a majority
thereof, unless the election of each director who was not a director at the
beginning of such period has been approved in advance by directors representing
at least two-thirds of the directors then in office who were directors at the
beginning of the period; or

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                           (iv)     the Shareholders of the Corporation approve
the dissolution of the Corporation or a definitive agreement to merge or
consolidate the Corporation with or into another entity in which the Corporation
is not the continuing or surviving corporation or pursuant to which any shares
of the Corporation's stock would be converted into cash, securities or other
property of another entity, other than a merger of the Corporation in which
holders of the Shares immediately prior to the merger own, either directly or
indirectly, fifty percent (50%) or more of the equity interests or combined
voting power of the surviving corporation or entity immediately following such
merger.

                  (d)      "Code" shall mean the United States Internal Revenue
Code of 1986, as amended.

                  (e)      "Commission" shall mean the United States Securities
and Exchange Commission.

                  (f)      "Corporation" shall mean UTi Worldwide Inc., a
British Virgin Islands International Business Company.

                  (g)      "Disability" shall mean a medically determinable
physical or mental impairment which has made an individual incapable of engaging
in any substantial gainful activity. A condition shall be considered a
Disability only if (i) it can be expected to result in death or has lasted or it
can be expected to last for a continuous period of not less than twelve (12)
months, and (ii) the Administrator, based upon medical evidence, has expressly
determined that a Disability exists.

                  (h)      "Employee" shall mean an individual who is employed
(within the meaning of Section 3401 of the Code and the regulations thereunder)
by the Corporation.

                  (i)      "Exchange Act" shall mean the United States
Securities Exchange Act of 1934, as amended.

                  (j)      "Exercise Price" shall mean the price per Share
determined by the Administrator, at which an Option may be exercised.

                  (k)      "Fair Market Value" shall mean the value of one (1)
Share, determined as follows:

                           (i)      If the Shares are (A) listed on the New York
Stock Exchange or the American Stock Exchange (collectively, the "Exchange"),
the closing price as reported for composite transactions on the date of
valuation, or, if no sale occurred on that date, then the mean between the
closing bid and asked prices on such Exchange on such date, or (B) traded on the
National Market System (the "NMS") of The Nasdaq Stock Market, Inc. ("NASDAQ"),
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 Nasdaq;

                           (ii)     If the Shares are not traded on the Exchange
or 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


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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; or

                           (iii)    If neither clause (i) nor (ii) above
applies, the Fair Market Value shall be determined by the Administrator in good
faith. Such determination shall be conclusive and binding on all persons.

                  (l)      "Grant Date" shall mean the date on which the
granting of an Option is authorized by the Administrator or such other date as
prescribed by the Administrator.

                  (m)      "Incentive Stock Option" shall mean an option
described in Section 422 of the Code.

                  (n)      "Nonstatutory Stock Option" shall mean an option that
does not meet the requirements of Section 422(b) of the Code or is not intended
to be an Incentive Stock Option.

                  (o)      "Option" shall mean any stock option granted pursuant
to the Plan.

                  (p)      "Option Agreement" shall mean a written stock option
agreement evidencing the grant of an Option.

                  (q)      "Option Limit" shall have the meaning assigned to it
in Section 6.


                  (r)      "Optionee" shall mean a Participant who has received
an Option.

                  (s)      "Participant" shall have the meaning assigned to it
in Section 5(a) hereof.

                  (t)      "Plan" shall mean this UTi Worldwide Inc. 2000 Stock
Option Plan, as it may be amended from time to time.

                  (u)      "Plan Committee" shall mean a committee of two or
more directors appointed by the Board to administer the Plan.

                  (v)      "Purchase Price" shall mean the Exercise Price
multiplied by the number of Shares with respect to which an Option is exercised.

                  (w)      "Retirement" shall mean the voluntary termination of
employment by an employee after qualifying for early or normal retirement under
any pension plan or profit sharing or benefit plan of the Corporation or its
Subsidiaries. If an employee is not covered by any such plan, "Retirement" shall
mean voluntary termination of employment after the employee has attained age
sixty-five (65) and after the employee has attained the tenth (10th) anniversary
of his or her last preceding date of hire, or as otherwise determined in the
Administrator's sole discretion.

                  (x)      "Section 16 Participant" shall mean a Participant who
is (or, in the opinion of the Administrator, may be) generally subject to the
Section 16 Requirements with respect to purchases and sales of Shares or other
equity securities of the Corporation.

                  (y)      "Section 16 Requirements" shall mean those
obligations and requirements imposed on officers and directors by Sections 16(a)
and 16(b) of the Exchange Act and the rules of the Commission promulgated
thereunder.


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                  (z)      "Securities Act" shall mean the United States
Securities Act of 1933, as amended.

                  (aa)     "Subsidiary" shall mean any subsidiary corporation as
defined in Section 425(f) of the Code.

                  (bb)     "Share" shall mean one voting ordinary share, no par
value, of the Corporation, adjusted in accordance with Section 10 of the Plan
(if applicable).

                  (cc)     "Shareholders" shall mean holders of Shares.

                  (dd)     "Transfer Agent" shall mean a third-party
organization retained by the Corporation to maintain the stock transfer records
of the Corporation.

         3.       EFFECTIVE DATE. The Plan was adopted by the Board effective
April 15, 2000. Options granted prior to obtaining Shareholder approval in
accordance with Section 15 of the Plan shall be granted subject to such
shareholder approval and must be rescinded if such approval is not obtained in
accordance with such section.

         4.       ADMINISTRATION.

                  (a)      Administrator. Subject to subsection (c) below, the
Plan shall be administered, in the discretion of the Board from time to time, by
the Board or by a Plan Committee which shall be appointed by the Board. The
Board may from time to time remove members from, or add members to, the Plan
Committee. Vacancies on the Plan Committee, however caused, shall be filled by
the Board. The Board shall appoint one of the members of the Plan Committee as
Chairman. The Administrator shall hold meetings at such times and places as it
may determine. Acts of a majority of the members of the Administrator at which a
quorum is present, or acts reduced to or approved in writing by the unanimous
consent of the members of the Administrator, shall be the valid acts of the
Administrator.

                  (b)      Powers of Administrator. The Administrator shall from
time to time at its discretion select the Optionees who are to be granted
Options, determine the number of Shares to be subject to Options to be granted
to each Optionee and designate such Options as Incentive Stock Options or
Nonstatutory Stock Options. The Administrator shall have full power and
authority to operate, manage and administer the Plan and interpret and construe
the Plan and the terms of all Option Agreements. The interpretation and
construction by the Administrator of any provision of the Plan or of any Option
or Option Agreement shall be final. No member of the Administrator shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option.

                  (c)      Disinterested Administration. If the Shares are
registered under the Exchange Act and Section 16 Participants are to receive
grants of Options hereunder, such grants shall be approved by the Board or by a
Plan Committee, or a subcommittee of the Plan Committee or other committee 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 Exchange
Act and an "outside director" within the meaning of Section 162(m) of the Code.


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                  5.       PARTICIPATION.

                  (a)      Eligibility. The Optionee shall be such persons
(collectively, "Participants"; individually a "Participant") as the
Administrator may select from among the following classes of persons, subject to
the terms and conditions of Section 5(b) below:

                           (i)      Employees (who may be officers, whether or
not they are directors) of the Corporation or of a Subsidiary and non-employees
to whom an offer of employment has been extended; and

                           (ii)     directors, advisors and consultants of the
Corporation or a Subsidiary.

         Notwithstanding provisions of the first paragraph of this Section 5(a),
the Administrator may at any time or from time to time designate one or more
directors as being ineligible for selection as Participants in the Plan for any
period or periods of time. The Administrator may, in its sole discretion and
upon such terms as it deems appropriate, require as a condition of the grant of
an Option to a Participant that the Participant surrender for cancellation some
or all of the Options which have been previously granted to such person under
this Plan or otherwise. An Option, the grant of which is conditioned upon such
surrender, may have an option price lower (or higher) than the exercise price of
such surrendered Option, may cover the same (or a lesser or greater) number of
shares as such surrendered Option, may contain such other terms as the
Administrator deems appropriate, and shall be exercisable in accordance with its
terms, without regard to the number of shares, price, exercise period or any
other term or condition of such surrendered Option.

                  (b)      Ten Percent Shareholders. A Participant who, at the
time of grant, owns more than ten percent (10%) of the total combined voting
power of all classes of outstanding stock of the Corporation or its parent shall
not be eligible to receive an Incentive Stock Option unless (i) the Exercise
Price of the Shares subject to such Option is at least one hundred ten percent
(110%) of the Fair Market Value of such Shares on the Grant Date.

                  (c)      Stock Ownership. For purposes of Section 5(b) above,
in determining stock ownership, a Participant shall be considered as owning the
stock owned, directly or indirectly, by or for his or her brothers and sisters,
spouse, ancestors and lineal descendants. Stock owned, directly or indirectly,
by or for a corporation, partnership, estate or trust shall be considered as
being owned proportionately by or for its shareholders, partners or
beneficiaries. Stock with respect to which such Participant holds an Option
shall not be counted.

                  (d)      Outstanding Stock. For purposes of Section 5(b)
above, "outstanding stock" shall include all stock actually issued and
outstanding immediately after the grant of the Option to the Optionee.
"Outstanding stock" shall not include Shares authorized for issue under
outstanding Options held by the Optionee or by any other person.

         6.       STOCK. The stock subject to Options granted under the Plan
shall be from the Corporation's authorized but unissued or reacquired Shares.
The aggregate number of Shares which may be issued upon exercise of Options
under the Plan at any time shall not exceed 2,559,109 Shares

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(the "Option Limit"), subject to adjustment as provided for in this Plan.
Notwithstanding the foregoing, upon the full or partial payment of any Purchase
Price by the transfer to the Corporation of Shares or upon satisfaction of tax
withholding provisions in connection with any such exercise or any other payment
made or benefit realized under this Plan by the transfer or relinquishment of
Shares, there shall be deemed to have been issued or transferred under this Plan
only the net number of Shares actually issued or transferred by the Corporation.
In the event any outstanding Option granted under this Plan for any reason
expires or is canceled or terminated, the Shares allocable to the unexercised
portion of such Option shall again be available to be granted as Options under
this Plan. Notwithstanding the previous sentence, to the extent required by
Section 162(m) of the Code, Shares subject to Options which are canceled
continue to be counted against the Option Limit and if, after an Option grant,
the price of Shares subject to such Option is reduced, the transaction is
treated as a cancellation of the Option and a grant of a new Option and both the
Option deemed to be canceled and the Option deemed to be granted are counted
against the Option Limit. The limitations established by this Section 6 shall be
subject to adjustment in the manner provided in Section 10 hereof upon the
occurrence of an event specified in Section 10.

         7.       TERMS AND CONDITIONS OF OPTIONS.

                  (a)      Stock Option Agreements. Each Option shall be
evidenced by an Option Agreement in such other form as the Administrator shall
from time to time determine. Such Option Agreements need not be identical.

                  (b)      Nature of Option. Each Option shall state whether it
is an Incentive Stock Option or a Nonstatutory Stock Option.

                  (c)      Optionee's Undertaking. Each Optionee shall agree to
remain in the employ or service of the Corporation and to render services for a
period as shall be determined by the Administrator, from the Grant Date of the
Option or such other date agreed to by the Optionee and the Corporation, but
such agreement shall not impose upon the Corporation any obligation to retain
the Optionee in their employ or service for any period.

                  (d)      Number of Shares. Each Option shall state the number
of Shares to which it pertains and shall provide for the adjustment thereof in
accordance with the provisions of Section 10 hereof.

                  (e)      Exercise Price; Exercise of Options. Each Option
shall state the Exercise Price. To the extent required by law or regulation, the
Exercise Price in the case of an Incentive Stock Option granted to an Optionee
described in Section 5(b) hereof, shall not be less than one hundred ten percent
(110%) of the Fair Market Value on the Grant Date. The Exercise Price in the
case of any Nonstatutory Stock Option, shall not be less than eighty-five
percent (85%) of the Fair Market Value on the Grant Date. The Exercise Price in
the case of any Incentive Stock Option granted to persons other than to an
Optionee described in Section 5(b) hereof, shall not be less than the Fair
Market Value on the Grant Date. At the sole discretion of the Administrator, any
Option granted under this Plan to any Participant may be exercisable in whole or
in part immediately upon the grant thereof, or only after the occurrence of a
specified event and/or only in installments, which installments may be equal or
otherwise, and which installments may vary as to the number thereof as well as
to whether any unexercised installments are cumulative through the life of a
particular Option.

                  (f)      Medium and Time of Payment; Notice. The Purchase
Price shall be payable in full in United States dollars in one or a combination
of the following methods: (i) in cash or


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<PAGE>

check payable to the order of Corporation; (ii) if the applicable Option
Agreement so provides, or the Administrator in its sole discretion otherwise
approves thereof, by the surrender of Shares in good form for transfer, already
owned for at least six months by the person exercising the Option and having a
Fair Market Value on the date of exercise equal to the Purchase Price; and (iii)
if the applicable Option Agreement so provides or the Administrator in its sole
discretion otherwise approves thereof, in accordance with a cashless exercise
program pursuant to which the Optionee concurrently provides irrevocable
instructions (A) to such Optionee's broker or dealer to effect the immediate
sale of the purchased Shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
Purchase Price plus all applicable income and employment taxes required to be
withheld by the Corporation by reason of such exercise and (B) to the
Corporation to deliver the certificates for the purchased Shares directly to
such broker or dealer in order to complete the sale. No Shares shall be
delivered pursuant to an exercise of an Option until payment in full of the
Purchase Price therefor is received by the Corporation.

                           In the event the Corporation determines that it is
required to withhold state, United States Federal or foreign income tax as a
result of the exercise of an Option, as a condition to the exercise thereof, an
Optionee must make arrangements satisfactory to the Corporation to enable it to
satisfy such withholding requirements before the Optionee shall be permitted to
exercise the Option. Payment of such withholding requirements may be made, in
the discretion of the Administrator, (i) in cash, (ii) by delivery of Shares
registered in the name of the Optionee and held for a period of six (6) months
or more by the Optionee or (iii) any combination of (i) and (ii) above.

                           The Optionee shall exercise an Option by completing
and delivering to the Corporation an exercise notice in such form as the
Administrator shall from time to time determine and by paying the required
Purchase Price in the manner described above.

                  (g)      Term and Non-Transferability of Options. Each Option
shall state the time or times when all or part thereof becomes exercisable. No
Option shall be exercisable after the expiration of ten (10) years (or less, in
the discretion of the Administrator) from the Grant Date; except that no
Incentive Stock Option granted to an Optionee described in Section 5(b) hereof
shall be exercisable after the expiration of five (5) years from the Grant Date
(or less, in the discretion of the Administrator). During the lifetime of the
Optionee, the Option shall be exercisable only by the Optionee or the Optionee's
guardian or legal representative and shall not be assignable or transferable.
The Option shall not be transferable by the Optionee other than by will or the
laws of descent and distribution. Any other attempted alienation, assignment,
pledge, hypothecation, attachment, execution or similar process, whether
voluntary or involuntary, with respect to all or any part of any Option or right
thereunder, shall be null and void and, at the Corporation's option, shall cause
all of the Optionee's rights under the Option to terminate.

                  (h)      Cessation of Employment (Except by Death, Disability
or Retirement). If an Optionee's employment or service with the Corporation
ceases for any reason or no reason, whether voluntarily or involuntarily, with
or without cause, other than pursuant to death, Disability or Retirement, such
Optionee shall have the right, subject to the restrictions referred to in
Section 7(g) above, to exercise the Option at any time within ninety (90) days
after such cessation, but, except as otherwise provided in the applicable Option
Agreement, only to the extent that, at the date of such cessation, the
Optionee's right to exercise such Option had accrued pursuant to the terms of
the applicable Option Agreement and had not previously been exercised.

         For purposes of this Section 7(h), the employment relationship shall be
treated as continuing intact while the Optionee is on military leave, sick leave
or other bona fide leave of absence


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(to be determined in the sole discretion of the Administrator). The foregoing
notwithstanding, in the case of an Incentive Stock Option, employment shall not
be deemed to continue beyond the ninetieth (90th) day after the Optionee ceased
active employment, unless the Optionee's reemployment rights are guaranteed by
statute or by contract.

                  (i)      Death of Optionee. If an Optionee's employment or
service with the Corporation ceases by reason of the Optionee's death, or after
ceasing to be a Participant but during the period in which he or she could have
exercised the Option under this Section 7, and the Optionee has not fully
exercised the Option, then the Option may be exercised in full, subject to the
restrictions referred to in Section 7(g) above, at any time within twelve (12)
months after the Optionee's death by the executor or administrator of his or her
estate or by any person or persons who have acquired the Option directly from
the Optionee by bequest or inheritance, but, except as otherwise provided in the
applicable Option Agreement, only to the extent that, at the date of death, the
Optionee's right to exercise such Option had accrued and had not been forfeited
pursuant to the terms of the applicable Option Agreement and had not previously
been exercised.

                  (j)      Disability of Optionee. If an Optionee's employment
or service with the Corporation ceases by reason of the Optionee's Disability,
such Optionee shall have the right, subject to the restrictions referred to in
Section 7(g) above, to exercise the Option at any time within twelve (12) months
after such cessation by reason of Disability, but, except as provided in the
applicable Option Agreement, only to the extent that, at the date of such
cessation, the Optionee's right to exercise such Option had accrued pursuant to
the terms of the applicable Option Agreement and had not previously been
exercised.

                  (k)      Retirement of Optionee. If an Optionee's employment
or service with the Corporation ceases by reason of the Optionee's Retirement,
such Optionee shall have the right, subject to the restrictions referred to in
Section 7(g) above, to exercise the Option at any time within ninety (90) days
after the date of Retirement, but only to the extent that, at the date of such
cessation, the Optionee's right to exercise such Option had accrued pursuant to
the terms of the applicable Option Agreement and had not previously been
exercised.

                  (l)      Time of Cessation of Service. For purposes of this
Plan, the Optionee's employment or service shall be deemed to have ceased or be
terminated on the date when the Optionee's employment or service in fact ceased
or the Optionee is in fact terminated.

                  (m)      Rights as a Shareholder. No one shall have rights as
a Shareholder with respect to any Shares covered by an Option until the date of
entry of their name in the Corporation's registry of members in accordance with
the Corporation's Memorandum and Articles of Association. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property), distributions or other rights for which the record date is
prior to the date such stock certificate is issued, except as expressly provided
in Section 10 hereof.

                  (n)      Modification, Extension and Renewal of Options.
Within the limitations of the Plan, the Administrator may modify an Option,
extend or renew outstanding Options or accept the cancellation of outstanding
Options (to the extent not previously exercised) for the granting of new Options
in substitution therefor. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, alter or impair any rights or
obligations under any Option previously granted. With the consent of the
affected Optionee, the Administrator may cancel any agreement evidencing
Options. In the event of such cancellation, the Administrator may authorize the
granting of new Options, which may or may not cover the same number of Shares
that have been the


                                       8
<PAGE>


subject of the prior award, at such Exercise Price and subject to such terms,
conditions and discretions as would have been applicable under this Plan had the
canceled Options not been granted.

                  (o)      Substitution of Options. Notwithstanding any
inconsistent provisions or limits under the Plan, in the event the Corporation
acquires (whether by purchase, merger or otherwise) all or substantially all of
outstanding capital stock or assets of another corporation or of any
reorganization or other transaction qualifying under Section 424 of the Code,
the Administrator may, in accordance with the provisions of that Section,
substitute Options under the Plan for options under the plan of the acquired
corporation; provided, however, that (i) the excess of the aggregate fair market
value of the shares subject to an option immediately after the substitution over
the aggregate option price of such shares is not more than the similar excess
immediately before such substitution and (ii) the new option does not give
persons additional benefits, including any extension of the exercise period.

                  (p)      Right of Set-Off. Optionee shall consent to a
deduction from any amounts the Corporation owes Optionee from time to time
(including amounts owed as wages or other compensation, fringe benefits or
vacation pay, as well as any other amounts owed to Optionee by the Corporation),
to the extent of the amounts Optionee owes the Corporation, including pursuant
to subparagraph (p) above. Whether or not the Corporation elects to make any
set-off in whole or in part, if the Corporation does not recover by means of
set-off the full amount Optionee owes to the Corporation, Optionee shall agree
to pay immediately the unpaid balance to the Corporation.

                  (q)      Other Provisions. An Option Agreement authorized
under the Plan may contain such terms and provisions not inconsistent with the
terms of the Plan (including, without limitation, restrictions upon the exercise
of the Option) as the Administrator shall deem advisable in its sole and
absolute discretion.

         8.       LIMITATION ON ANNUAL AWARDS.

                  (a)      Limitation on Incentive Stock Options. To the extent
that the aggregate Fair Market Value (determined as of the Grant Date) of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by any Optionee during any calendar year under the Plan and all other
plans maintained by the Corporation or its parent, exceeds $100,000, such excess
Options shall be treated as Nonstatutory Stock Options. For the purposes of this
Section 8, Incentive Stock Options shall be taken into account in the order in
which they were granted.

                  (b)      Limitation on Total Options Granted. As long as the
Plan is in effect, at no time will Options granted to any Participant pursuant
to the Plan exceed 1,179,555* Shares, subject to adjustment as provided for in
Section 10.

         9.       TERM OF PLAN. Options may be granted pursuant to the Plan
until the expiration of the Plan ten (10) years after the effective date
referred to in Section 3.

         10.      EFFECT OF CERTAIN EVENTS.

                  (a)      Adjustments Upon Changes in Stock. The Administrator
shall make or provide for such adjustments in the Option Limit, the Exercise
Price and in the number or kind of shares


--------
* This number gives effect to the 1 for 7.63 combination of shares which took
place on October 18, 2000 after the Plan was adopted. This number originally was
9,000,000.


                                       9
<PAGE>


or other securities (including shares or other securities of another issuer)
covered by this Plan and outstanding Options as the Administrator in its sole
discretion, exercised in good faith, shall determine is equitably required to
prevent dilution or enlargement of rights of optionees that would otherwise
result from (a) any stock dividend, stock split, combination of shares, issuance
of rights or warrants to purchase stock, spin-off, recapitalization or other
changes in the capital structure of the Corporation, (b) any merger,
consolidation, reorganization or partial or complete liquidations, or (c) any
other corporate transaction or event having an effect similar to any of the
foregoing. The Administrator also shall make or provide for such adjustment in
the number or kind of shares of the Corporation's capital stock or other
securities (or in shares or other securities of another issuer) which may be
acquired pursuant to Options granted under the Plan and the number of such
securities to be awarded to each Optionee as the Administrator in its sole
discretion, shall determine is appropriate to reflect any transaction or event
described in the preceding sentence. In the event of any such transaction or
event, the Administrator may provide in substitution for any or all outstanding
Options under the Plan such alternative consideration (including securities of
any surviving entity) as it may in good faith determine to be equitable under
the circumstances and may require in connection therewith the surrender of all
Options so replaced. In any case, such substitution of securities shall not
require the consent of any person who is granted Options pursuant to the Plan.
The determination of the Administrator as to what adjustments shall be made, and
the extent thereof, shall be final, binding and conclusive.

                  (b)      Change of Control. In addition to the rights set
forth in Section 10(a) above, in the event of a Change of Control, the
Administrator may in its sole discretion, without obtaining Shareholder approval
or the consent of any person granted Options under the Plan, take one or more of
the following actions:

                           (i)      Accelerate the exercise dates of any
outstanding Option, or make the Option fully vested and exercisable;

                           (ii)     Pay cash to any or all owners of Options in
exchange for the cancellation of their outstanding Options; or

                           (iii)    Make any other adjustments or amendments to
the Plan and outstanding Options and substitute new Options for outstanding
Options.

                  (c)      Adjustment Determination. To the extent that the
foregoing adjustments relate to securities of the Corporation, such adjustments
shall be made by the Administrator, whose determination shall be conclusive and
binding on all persons.

                  (d)      Limitation on Rights. Except as expressly provided in
this Section 10, the Optionee shall have no rights by reason of any subdivision
or consolidation of shares of stock of any class, the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger or consolidation
or spinoff of assets or stock of another corporation, and any issue by the
Corporation of shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of Shares
subject to an Option. The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.


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<PAGE>

         11.      SECURITIES LAW REQUIREMENTS.

                  (a)      Legality of Issuance. No Shares shall be issued upon
the exercise of any Option unless and until the Corporation has determined that:

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

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

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

                  (b)      Restrictions on Transfer; Representations of
Optionee; 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 Corporation 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 Corporation 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 Optionee make various representations and
warranties, the Corporation may require such representations and warranties from
the Optionees as are deemed necessary or appropriate by the Corporation 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 Corporation shall be entitled to put such legends or
notations as appropriate in its registery of members and, to the extent that the
certificates are issued representing such Shares, the Corporation shall be
entitled to place such restrictive legends and notations as are deemed necessary
or appropriate by the Corporation 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 Corporation and its counsel deem it advisable,
the Shares shall bear the following restrictive legend:

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED
         SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE
         SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
         EXCEPT PURSUANT TO THE EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT,
         OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE
         AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
         COMPANY."

         Any determination by the Corporation and its counsel in connection with
any of the matters set forth in this Section 11 shall be conclusive and binding
on all persons.

                  (c)      Registration or Qualification of Securities. The
Corporation may, but shall not be obligated to, register or qualify the sale of
Shares under the Securities Act, the securities


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<PAGE>

laws of any country or any other applicable law. The Corporation 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.

                  (d)      Exchange of Certificates. If, in the opinion of the
Corporation 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.

         12.      AMENDMENT OF THE PLAN. The Board may from time to time, with
respect to any Shares at the time not subject to Options, suspend or discontinue
the Plan or revise or amend it in any respect whatsoever except that, without
the approval of the Corporation's Shareholders, no such revision or amendment
shall:

                  (a)      Be made if Shareholder approval is required by
applicable law, regulation or the requirements of NASDAQ or any exchange or
interdealer network where the Shares are trading;

                  (b)      Increase the number of Shares which may be issued
under the Plan; or

                  (c)      Amend this Section 12 to defeat its purpose.

         Without limiting the generality of the foregoing, the Administrator may
amend this Plan to eliminate provisions which are no longer necessary as a
result of changes in tax or securities laws or regulations, or in the
interpretation thereof.

         13.      FINANCIAL STATEMENTS. Each Optionee shall receive financial
statements of the Corporation not less than annually.

         14.      APPLICATION OF FUNDS. The proceeds received by the Corporation
from the sale of Shares pursuant to the exercise of an Option will be used for
general corporate purposes.

         15.      APPROVAL OF SHAREHOLDERS. The Plan must be approved by the
affirmative vote of the holders of a majority of the Corporation's outstanding
shares of voting capital stock on or before the date twelve (12) months from the
date the Plan was adopted by the Board.

         16.      GOVERNING LAW. This Plan, and the Option Agreements, shall be
governed by and enforced and construed in accordance with the internal
substantive laws (and not the laws of conflicts of laws) of the British Virgin
Islands.


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