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                                                                   EXHIBIT 10.43


                         KEY EMPLOYEE STOCK OPTION PLAN

                                       OF

                           HERMES EUROPE RAILTEL B.V.


1.       PURPOSES OF THE PLAN. The purposes of the Key Employee Stock Option
         Plan are to attract and retain the best available personnel for
         positions of substantial responsibility; to replace the GTS-Hermes,
         Inc., 1994 Stock Option Plan, and convert options granted to the
         Employees under the GTS-Hermes, Inc., 1994 Stock Option Plan to options
         granted under this Plan; to provide additional incentives to the key
         employees of the Company; and to promote the success of the business of
         the Company and its subsidiaries and divisions.


2.       DEFINITIONS. As used herein, and in any Option granted hereunder, the
         following definitions shall apply:


         (a)      "Board" shall mean the Supervisory Board of Directors of the
                  Company.

         (b)      "Cause" shall mean any action of the Optionee or any
                  failure to act by the Optionee which constitutes:


                  (i)     fraud, embezzlement or any felony in connection with
                          the Optionee's duties as an Employee of the Company or
                          any parent, subsidiary or affiliate of the Company, or
                          willful misconduct or the commission of any other act
                          which causes or may reasonably be expected to cause
                          substantial economic or reputational injury to the
                          Company or any such subsidiary or affiliate of the
                          Company, including any violation of the United States
                          Foreign Corrupt Practices Act;


                  (ii)    a continuing conflict of interest or continuing
                          failure to follow reasonable directions or
                          instructions of the Board or Managing Director of the
                          Company. A conflict of interest or a failure to follow
                          directions of the Company shall be deemed to be
                          continuing if the Optionee shall have received written
                          notice thereof and shall have not terminated the
                          conflict of interest or failure to follow directions
                          within thirty days after receipt of such notice; or

                  (iii)   an extended period of absence by the Optionee from the
                          performance of the obligations of the Optionee under
                          the Optionee's employment contract with the Company,
                          which absence shall be for a reason other than a
                          disability, and which has not been approved in writing
                          in advance by the Company.

         (c)      "Company" shall mean Hermes Europe Railtel B.V., a Dutch
                  corporation.




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         (d)      "Committee" shall mean the Compensation Committee appointed by
                  the Board in accordance with Section 4 of the Plan. If the
                  Board does not appoint or ceases to maintain a Committee, the
                  term "Committee" shall refer to the entire Board.

         (e)      "Continuous Employment" shall mean the absence of any
                  interruption or termination of service as an employee of the
                  Company, or any parent, subsidiary or division, if the
                  employee is seconded to such parent, subsidiary or division.
                  For purposes of the preceding sentence, service shall not be
                  considered interrupted during any period of vacation, sick
                  leave, military leave or any other absence approved by
                  management and shall not be considered terminated as a result
                  of a transfer between locations within the Company, any
                  parent, subsidiary or division or among the Company, any
                  parent, subsidiary or division.

         (f)      "Disability" shall mean any physical or mental illness,
                  condition, or incapacity that:

                  (i)     prevents the Employee from reasonably discharging
                          required services and employment duties;

                  (ii)    shall be attested to in writing by a physician
                          acceptable to the Company; and (iii) continues during
                          any period of three consecutive months or for periods
                          aggregating three months in any eighteen month period.

                  "Disability" shall be deemed to have occurred on the last day
                  of such applicable three month period.

         (g)      "Employee" shall mean any person who is an employee of the
                  Company and whose participation in the Plan is determined by
                  the Committee to be in the best interest of the Company.

         (h)      "Fair Market Value" shall mean:

                  (i)     if the Company is a private company at the time of
                          issue of Options or the subsequent sale of Option
                          Shares pursuant to Section 8(b) of the Plan, the fair
                          market value as of the relevant date, determined by an
                          internationally recognized investment banking firm
                          selected and approved by the Committee; and

                  (ii)    if the Company is a public company and its Stock is
                          traded on a national securities exchange or similar
                          market at the time of the issue of Options or
                          subsequent sale of Option Shares pursuant to Section
                          8(b) of the Plan, the daily closing price averaged
                          over a period of twenty (20) days consisting of the
                          day as of which Fair Market Value is being determined
                          and the nineteen (19) consecutive trading days
                          preceding such day.



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         (i)      "Initial Options" shall mean those Options granted to certain
                  Employees in consideration for the cancellation and return of
                  all Original Options granted to such Employees under the
                  Original Plan.

         (j)      "Option" shall mean an option to purchase Receipts
                  representing a beneficial interest in Option Shares granted
                  pursuant to the Plan and held by the Trust.

         (k)      "Option Agreement" shall mean a written agreement between the
                  Company and the Optionee setting forth the terms and
                  conditions of the grant and exercise of Options by the
                  Optionee as determined by the Committee pursuant to the Plan.

         (l)      "Option Shares" shall mean the shares of Stock held by the
                  Trust.

         (m)      "Optionee" shall mean an Employee who is granted an Option
                  under the Plan.

         (n)      "Original Option" shall mean an option granted to an Optionee
                  under the Original Plan, and which is to be replaced by an
                  Initial Option granted pursuant to the Plan.

         (o)      "Original Plan" shall mean the GTS-Hermes, Inc., 1994 Stock
                  Option Plan.

         (p)      "Plan" shall mean this Key Employee Stock Option Plan of the
                  Company.

         (q)      "Purchase Office" shall mean the foundation under Dutch law:
                  "(Stichting) Purchase, Sales and Deposit Office Hermes" to
                  perform as a depository for, and to buy and sell, receipts.

         (r)      "Retirement" shall mean a voluntary termination of employment
                  by an Employee who is at least age fifty-five (55) and who has
                  completed five (5) years of Continuous Employment with the
                  Company.

         (s)      "Receipt" shall mean a depository receipt representing a
                  beneficial interest in a share of Option Stock, such receipt
                  being issued by the Trust.

         (t)      "Share" shall mean a share of the Stock, as adjusted in
                  accordance with Section 7 of the Plan.

         (u)      "Stock" shall mean the common stock of the Company authorized
                  under the articles of association of the Company.

         (v)      "Trust" shall mean the foundation under Dutch law: "(Stichting
                  Administratiekantoor) Hermes Foundation" to hold Option Shares
                  and issue Receipts formed by the Company on November __, 1997.

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3.       STOCK SUBJECT TO THE PLAN.

         (a)      Receipts and Option Shares Subject to Grant. Without limiting
                  the application of Section 7 of the Plan, the maximum
                  aggregate number of Receipts for Option Shares into which
                  Options may be exercised at any time shall not exceed 24,760
                  Receipts for an identical number of Option Shares. The
                  Committee may adopt reasonable counting procedures to ensure
                  appropriate counting of Receipts and Option Shares, avoid
                  double counting of Receipts and Option Shares, and make
                  adjustments if the number of Receipts and Option Shares
                  actually delivered differs from the number of Shares
                  previously counted in connection with an award.

         (b)      Cancelled and Similar Receipts and Option Shares. In the event
                  of a lapse, expiration, termination, forfeiture or
                  cancellation of any Option granted under the Plan without the
                  issuance of Receipts, the Option Shares (underlying such
                  Receipts) subject to or reserved for such Option may be used
                  again for new grants of Options hereunder; provided that in no
                  event may the number of Option Shares for which Receipts will
                  be issued hereunder exceed 24,760. Any Receipts and Option
                  Shares withheld or surrendered to arrange for the payment of
                  withholding taxes pursuant to Section 7(n) or withheld or
                  surrendered in full or partial payment of the exercise price
                  of an Option pursuant to Section 7(e) may be used again in
                  connection with the grant of new Options, subject to the
                  maximum limitation of 24,760 Receipts and Option Shares.

         (c)      Future Value Determinations. So long as the Company is
                  privately-owned, an internationally recognized investment
                  banking firm annually shall determine the Fair Market Value of
                  the Option Shares as at December 31, and deliver to the
                  Company and the Participants a certificate setting forth the
                  fair market value of the Option Shares as soon as practicable
                  after the completion of the audit of the financial statements
                  of the Company, but no later than March 15 of the immediately
                  following year, such Fair Market Value shall be applicable for
                  purposes of the Plan for the immediately following
                  twelve-month period..

4.       ADMINISTRATION OF THE PLAN.

         (a)      Procedure.  The Plan shall be administered by the Committee
                  which shall consist of three (3) members of the Board and who
                  shall serve subject to the direction of the Board and such
                  terms and conditions as the Board may prescribe. Members of
                  the Committee may not hold or receive an Option. Once
                  appointed, the Committee shall continue to serve until
                  otherwise directed by the Board. From time to time, the Board
                  may increase the size of the Committee, remove members (with
                  or without cause), and appoint replacement or additional
                  members of the Committee. The Board also may remove all
                  members of the Committee and, thereafter, directly administer
                  the Plan.

         (b)      Powers of the Committee.  Subject to the provisions of the
                  Plan, the Committee shall have discretionary authority to: (i)
                  grant Options to Employees; (ii) determine the number of
                  Shares represented by Receipts to be issued upon exercise of
                  each Option; (iii) interpret the Plan; (iv) prescribe, amend
                  and rescind


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                  rules and regulations relating to the Plan; (v) establish the
                  terms and conditions of each Option granted under the Plan
                  (which terms and conditions need not be identical in any two
                  Options); (vi) with the consent of the holder thereof, modify
                  or amend any Option; (vii) authorize any person to execute on
                  behalf of the Company any instruments required to effect the
                  grant of an Option awarded by the Committee; (viii) accelerate
                  or (with the consent of an Optionee) defer an exercise date of
                  any Option subject to the provisions of Section 7(a) of the
                  Plan; (ix) make changes to the Plan which are required to
                  comply with any applicable securities law; and (x) to make all
                  other determinations deemed necessary or advisable for the
                  administration of the Plan. The Committee shall also
                  constitute the governing board of the Trust.

         (c)      Indemnification.  No member of the Committee shall be liable
                  for any action or determination made in good faith with
                  respect to the Plan or any Option awarded under it. To the
                  maximum extent permitted by applicable law, each member of the
                  Committee shall be indemnified and held harmless by the
                  Company against any cost or expense (including legal fees) or
                  liability (including any sum paid in settlement of a claim
                  with the approval of the Company) arising out of any act or
                  omission to act in connection with the Plan unless arising out
                  of such member's own fraud or bad faith. Such indemnification
                  shall be in addition to any rights of indemnification the
                  members may have as members of the Board or under the by-laws
                  of the Company.

         (d)      Effect of the Committee's Decision. All decisions,
                  determinations and interpretations of the Committee shall be
                  final and binding on all potential or actual Optionees, any
                  other holder of an Option, Receipt or other equity security of
                  the Company, and all other persons. The Committee may employ
                  counsel to advise it on any matter. In any controversy
                  regarding the administration of the Plan, any arbitrator or
                  court reviewing any decision, determination or interpretation
                  of the Committee shall not set aside or modify such decision,
                  determination or interpretation unless it is arbitrary,
                  capricious or clearly contrary to the terms of the Plan.

5.       ELIGIBILITY.

         (a)      Persons Eligible to Participate. Options under the Plan shall
                  be granted only to Employees. Each Employee who is nominated
                  for a grant of Initial Options shall, as a condition to such
                  grant, surrender and agree to the termination of any Original
                  Options granted pursuant to the Original Plan.

         (b)      No Right to Continuing Employment. Neither the establishment
                  nor operation of the Plan shall confer upon any Optionee or
                  any other person any right with respect to continuation of
                  employment or other service with the Company, any parent,
                  subsidiary or division, nor shall the Plan interfere in any
                  way with the right of the Optionee or other person or the
                  right of the Company, parent, subsidiary or division to
                  terminate such employment or service at any time.




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6.       TERM OF PLAN. The Plan shall become effective upon its adoption by the
Board and shall continue in effect until 6 December, 2004, unless terminated
earlier by the Board pursuant to Section 10 of the Plan.

7.       TERM AND CONDITIONS OF OPTIONS. Each Option shall be evidenced by an
Option Agreement, in form and substance as shall be determined by the Committee,
and shall be subject to the following terms and conditions and to such other
terms and conditions determined by the Committee:

         (a)      Term. The term of each Option, except Initial Options, granted
                  under the Plan shall be ten (10) years from the date of grant
                  of such Option unless terminated earlier under the terms
                  hereof or the applicable Option Agreement. The term of any
                  Initial Option shall be ten (10) years from the date of grant
                  of the Original Option it replaces. Upon the expiration of the
                  term of each Option and without any action by the Company or
                  Committee, no Option shall be exercisable after the expiration
                  of its term.

         (b)      Exercise Price. The price at which a Receipt for an Option
                  Share may be purchased pursuant to the exercise of an Option
                  shall be determined by the Committee at the time of grant of
                  such Option provided that except with respect to the Initial
                  Options, such exercise price shall not be less than the Fair
                  Market Value of that underlying Option Share on the date of
                  the grant of the Option

         (c)      Vesting Period. Any Option granted hereunder shall be
                  exercisable at such times and under such conditions as
                  determined by the Committee and as shall be permissible under
                  the terms of the Plan, but only after the Optionee shall have
                  satisfied all applicable conditions to such exercise. Unless
                  the Committee specifically determines otherwise in the Option
                  Agreement at the time of the grant of the Option, each Initial
                  Option shall vest and become exercisable in accordance with
                  the vesting provision of the Original Options granted to each
                  Employee under the Original Plan.

         (d)      Exercise Procedures. An Option shall be deemed to be exercised
                  when written notice of such exercise has been given to the
                  Company and to the member (designated by the Company) of the
                  Committee (which also serves as governing Board of the Trust)
                  in accordance with the terms of the applicable Option
                  Agreement by the person entitled to exercise the Option, and
                  full payment for the Receipts for Option Shares with respect
                  to which the Option is exercised has been received by the
                  Company. As soon as administratively practicable following the
                  exercise of an Option in the manner set forth herein, the
                  Committee shall cause the Trust to issue Receipts for the
                  Option Shares represented thereby. An Optionee shall be deemed
                  to be the beneficial holder of the number of the Option Shares
                  underlying the Receipts acquired pursuant to the exercise of
                  an Option as of the date of exercise of the Option. When
                  Options have been duly exercised hereunder and under the
                  Option Agreements, the Company shall issue to the Trust for
                  the benefit of the Optionee a number of Option Shares to the
                  Trust equal to the number of Receipts issued to such Optionee.



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         (e)      Consideration. The consideration to be paid for the Receipts
                  upon exercise of an Option shall be made either (i) in cash or
                  cash equivalent, including cashiers' check; (ii) by surrender
                  to the Purchase Office of previously-acquired Receipts of
                  which underlying Option Shares have a Fair Market Value at the
                  time of such surrender at least equal to the Exercise Price of
                  the Options; (iii) through the withholding by the Company of
                  Receipts of which underlying Option Shares have a Fair Market
                  Value at the time of withholding at least equal to the
                  Exercise Price of the Options; or (iv) by a combination of the
                  foregoing.

         (f)      Adjustments Upon Changes in Capitalization.

                   (i)    Subject to any required action by the shareholders of
                          the Company, the number of Receipts for Option Shares
                          covered by each outstanding Option and the per-Receipt
                          exercise price for each such Option, shall be
                          proportionately adjusted for any increase or decrease
                          in the number of issued Shares resulting from a stock
                          split, reverse stock split, combination,
                          reclassification, the payment of a stock dividend on
                          the Stock of the Company, or any other increase or
                          decrease in the number of Shares of the Company
                          effected without receipt of consideration by the
                          Company; provided, however, that conversion of any
                          convertible securities of the Company shall not cause
                          such adjustment. Such adjustments shall be made by the
                          Committee, whose determination in that respect shall
                          be final, binding and conclusive. Except as expressly
                          provided herein, no issue by the Company of shares of
                          stock of any class, or securities convertible into
                          shares of stock of any class, shall affect (and no
                          adjustment by reason thereof shall be made with
                          respect to) the number and price of Receipts subject
                          to an Option or the number or price of related Option
                          Shares.

                   (ii)   The Committee may, if it so determines in the exercise
                          of its sole discretion, also make provision for
                          adjusting the number of Receipts or number or class of
                          securities underlying Receipts covered by any Option,
                          as well as the price paid therefor, in the event of
                          the Company's effecting one or more reorganizations,
                          recapitalizations, rights offerings, or other
                          increases or reductions of the number of Shares of its
                          outstanding Stock, or in the event of the Company's
                          consolidation with or merger into any other
                          corporation.

                  (iii)   Unless otherwise determined by the Board, upon the
                          dissolution or liquidation of the Company, the Options
                          granted hereby shall terminate and thereupon become
                          unexercisable, null and void. Optionees shall be given
                          not less than ten (10) days' notice of an anticipated
                          dissolution or liquidation and exercisability of each
                          outstanding Option shall be accelerated so that the
                          Optionee may within such period exercise up to the
                          entire unexercised portion of his or her Option.
                          Optionees shall not be entitled hereunder to any
                          payment, severance, consideration or damages
                          whatsoever as a result of such dissolution or
                          liquidation.




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         (g)      Disability of Optionee. In the event of an Optionee's
                  Disability during the Term of an Option, any vested Option
                  held by the Optionee at the time of Disability may be
                  exercised at any time within one (1) year following the date
                  of Disability to the extent that the Optionee was entitled to
                  exercise the Option at the date of the Disability provided
                  that such Optionee is at the time of such Disability, or was
                  within the 90-day period prior thereto, an Employee of the
                  Company in Continuous Employment of the Company from the date
                  of the grant of the Option until the date of such Disability,
                  and provided further that no Option may be exercised after the
                  expiration of the term of the Option.

         (h)      Retirement of Option. In the event of the Retirement of an
                  Optionee during the Term of a vested Option, such Option may
                  be exercised by the Optionee at any time within ninety (90)
                  days following the Retirement date to the extent that the
                  Optionee was entitled to exercise the Option at the time of
                  his or her retirement; provided that such Optionee is at the
                  time of such Retirement, or was within the 90-day period
                  immediately prior thereto, an Employee of the Company in
                  Continuous Employment with the Company from the date of the
                  grant of the Option until the date of Retirement; and provided
                  further that no Option may be exercised after the expiration
                  of the Term of the Option.

         (i)      Death of Optionee. In the event of the death of an Optionee
                  during the Term of a vested Option, the Option may be
                  exercised by the estate or other legal representative of the
                  Optionee for a period of up to one (1) year following the
                  Optionee's date of death to the extent that the Optionee was
                  entitled to exercise the Option at the time of the death
                  provided that no Option may be exercised after the expiration
                  of the Term of the Option.

         (j)      Optionee's Termination for Cause. In the event that an
                  Optionee is terminated as an Employee of the Company for Cause
                  during the Term of an Option, all Options previously granted
                  to the Employee shall immediately terminate and become
                  unexercisable, null and void, and no Receipts for Option
                  Shares shall be issued with respect to any Option held by the
                  Optionee.

         (k)      Other Termination. Unless otherwise determined by the
                  Committee at or after a grant of an Option, if an Optionee
                  shall cease to be an Employee for any reason other than
                  Disability, Retirement, death, or for Cause, such individual's
                  Option shall automatically terminate; provided that, if the
                  Optionee is involuntarily terminated without Cause, any vested
                  Options held by such Optionee may be exercised for the lesser
                  of three months or the balance of such Option's Term. Except
                  as specifically set forth herein, all Options held by an
                  Employee shall automatically terminate and no longer be
                  exercisable as of the date of such Employee's termination of
                  employment with the Company.


         (l)      Change in Control. An Option Agreement may contain provisions
                  for accelerated vesting of the Option upon certain
                  circumstances arising subsequent to a change


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                  in control of or over the Company. The existence and terms and
                  conditions of such provisions shall be at the sole and
                  absolute discretion of the Committee as determined at the time
                  the Option is granted and set forth in the applicable Option
                  Agreement.

         (m)      Tax Withholding.  When an Optionee is required to pay to the
                  Company an amount with respect to income or employment tax
                  withholding obligations in connection with the exercise of an
                  Option granted under the Plan, the Optionee may elect, prior
                  to the date the amount of such withholding is determined (the
                  "Tax Date") to make such payment, or an increased payment by
                  delivering cash or irrevocably directing the Trust to withhold
                  from the Receipts, which would otherwise be issued upon
                  exercise of the Option, such number of Receipts representing
                  Option Shares having a Fair Market Value equal to the amount
                  of tax required or elected to be withheld (a "Withholding
                  Election"). If an Optionee's Tax Date is deferred beyond the
                  date of exercise and the Optionee makes a Withholding
                  Election, the Optionee will receive the full number of
                  Receipts otherwise issuable upon exercise of the Option minus
                  the number of Receipts necessary to satisfy his or her minimum
                  withholding requirements measured on the date the Option is
                  exercised (or such higher payment as he or she may have
                  elected to make) with adjustments to be made in cash after the
                  Tax Date. Optionees shall be responsible for any income or
                  other taxes triggered by the grant, exercise or transfer of
                  Options and for any such taxes resulting from the Trust's sale
                  of Option Shares.

8.       NON-TRANSFERABILITY OF OPTIONS AND RECEIPTS FOR OPTION SHARES.

         (a)      Options. An Option may not be sold, pledged, assigned,
                  hypothecated, transferred or disposed of in any manner other
                  than by will or by the laws of descent and distribution and
                  may be exercised, during the lifetime of the Optionee, only by
                  the Optionee. If the Option Agreement permits, the Optionee
                  may designate a beneficiary who may (i) exercise an Option
                  under Section 7(d) above, or (ii) receive Receipts for Option
                  Shares issued pursuant to the exercise of an Option where the
                  death of an Optionee occurs between the date on which the
                  Optionee exercises the Option and the date the Company issues
                  the Receipt.

         (b)      Receipts and Option Shares.

                  (i)     The Committee may impose such other restrictions on
                          Receipts and Option Shares as it deems advisable. The
                          certificates, if any, representing the Receipts or
                          Option Shares shall bear a legend which shall give
                          notice of such restrictions on the transferability of
                          the such Receipts or Option Shares.

                  (ii)    Except as otherwise provided by the Committee, if
                          there is no public market for the Option Shares at the
                          time the Optionee wishes to sell any Receipts, the
                          Optionee shall first offer to sell such Receipts to
                          the Purchase Office at the Fair Market Value of the
                          Option Shares represented



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                          by such Receipts. If the Purchase Office fails to
                          accept the offer to purchase such Receipts within
                          forty-five (45) days after receipt of such offer, the
                          Optionee shall be free to sell or transfer such
                          Receipts in compliance with applicable law. If the
                          Optionee does not sell or transfer such Receipts
                          within ninety (90) days, then the Optionee may not
                          sell such Receipts without again offering the Receipts
                          to the Purchase Office pursuant to the terms of this
                          Paragraph. If the Purchase Office accepts the
                          Optionee's initial or later offer(s), the Purchase
                          Office shall pay the Optionee the purchase price for
                          all accepted Receipts within thirty six (36) months of
                          the Receipts tendered payable, such payment to be made
                          in four equal annual installments commencing on the
                          date of such acceptance by the Purchase Office. The
                          Purchase Office may make payments for purchasing the
                          Receipts in cash, stock of Global TeleSystems Group,
                          Inc. (provided its stock is publicly traded) or both.
                          Determinations by the Purchase Office whether to
                          accept the offer of an Optionee to purchase Receipts
                          shall be made by the Committee.

                  (iii)   If there is a public market for the Option Shares,
                          then the Receipts shall be freely transferable by the
                          Optionee to the extent permitted by applicable law.

9.       TIME OF GRANTING OPTIONS. Unless otherwise specified by the Committee,
the effective date of grant of an Option under the Plan shall be the later of
(i) the date on which the Committee makes the determination to grant such
Option; or (ii) the date on which any conditions precedent to such grant are
satisfied; provided that, notwithstanding the foregoing or any contrary
provision herein, the deemed date of grant of an Initial Option for the purposes
of calculating its vesting and termination date(s) shall be the date of grant of
the Employee's Original Option replaced by such Initial Option.

10.      AMENDMENT AND TERMINATION OF THE PLAN. The Board may amend or terminate
the Plan from time to time in such respects as the Board may deem advisable,
except that, without approval of the Company's shareholders, no such amendment
or modification shall increase the number of Shares subject to the Plan or add
any material rights or modifications to Options under the Plan. The Committee
may amend the Plan from time to time to ensure the Plan's compliance with
applicable securities laws, regulations or rulings. Any amendment or termination
of the Plan, other than any amendment required by applicable securities laws,
regulations or rulings, shall not affect Options already granted; and such
Options shall remain in full force and effect as if the Plan had not been
amended or terminated.

11.      CONDITIONS UPON ISSUANCE OF RECEIPTS, OPTION SHARES. Notwithstanding
anything to the contrary herein, Receipts shall not be issued unless the
exercise of the associated Option and the issuance and delivery of such Receipts
pursuant thereto shall comply with all relevant provisions of law and the
requirements of any stock exchange upon which the related Option Shares may then
be listed. The Company reserves the right to obtain the approval of counsel for
the Company with respect to such compliance prior to the issuance of any
Receipts.


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12.       RESERVATION OF OPTION SHARES. During the term of this Plan, the
Company will keep available and reserve the number of Option Shares required to
satisfy its obligations hereunder. No Optionee (individually or as a member of a
group), and no beneficiary or other person claiming under or through such
Optionee, shall have any right, title or interest in or to any Stock allocated
or reserved for purposes of the Plan or subject to any Option, except as to
Shares , if any, as shall have been issued to the Trust.

13.      INFORMATION TO OPTIONEE. During the term of any Option, the Company
shall provide or otherwise make available to each Optionee a copy of its annual
report and such other financial information that is provided to its shareholders
in accordance with the provisions of the Company's Bylaws and applicable law.

14.      SHAREHOLDER APPROVAL. This Plan shall be subject to approval by the
affirmative vote of the holders of a majority of the securities of the Company
present, or represented, and entitled to vote at a meeting duly held.

15.      BINDING EFFECT. This Plan and any Option Agreement issued hereunder
shall be binding upon the Company, its legal representatives, successors and
assigns.

16.      GOVERNING LAW. The construction and effect of the Plan and any
agreement hereunder shall be determined in accordance with the laws of The
Netherlands.






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