<PAGE>

                                                                    EXHIBIT 4.1





                            SEROLOGICALS CORPORATION









                              TRUST DEED AND RULES

                                       OF

                            SEROLOGICALS CORPORATION
                            UK SHARE INCENTIVE PLAN


   (As adopted by resolution of Serologicals Corporation on 11 November 2002
  and approved by the Inland Revenue under reference A1624/PC)




                            (THEODORE GODDARD LOGO)

<PAGE>

                SEROLOGICALS CORPORATION UK SHARE INCENTIVE PLAN



1.         TRUST DEED

2.         THE SEROLOGICALS CORPORATION UK SHARE INCENTIVE PLAN

3          DEED OF ADHERENCE

APPENDIX   PARTNERSHIP SHARE AGREEMENT

<PAGE>


1.         TRUST DEED

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                                      PAGE

<S>                                                                                                          <C>
1.    STATUS..................................................................................................1

2.    DECLARATION OF TRUST....................................................................................1

3.    NUMBER OF TRUSTEES......................................................................................2

4.    INFORMATION.............................................................................................2

5.    RESIDENCE OF TRUSTEES...................................................................................2

6.    CHANGE OF TRUSTEES......................................................................................2

7.    INVESTMENT AND DEALING WITH TRUST ASSETS................................................................2

8.    LOANS TO TRUSTEES.......................................................................................3

9.    SHARES FROM QUALIFYING SHARE OWNERSHIP TRUSTS...........................................................3

10.   TRUSTEES' OBLIGATIONS UNDER THE PLAN....................................................................4

11.   POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE........................................5

12.   POWER TO AGREE MARKET VALUE OF SHARES...................................................................5

13.   PERSONAL INTEREST OF TRUSTEES...........................................................................6

14.   TRUSTEES' MEETINGS......................................................................................6

15.   SUBSIDIARY COMPANIES....................................................................................6

16.   EXPENSES OF PLAN........................................................................................6

17.   TRUSTEES' LIABILITY AND INDEMNITY.......................................................................6

18.   COVENANT BY THE PARTICIPATING COMPANIES.................................................................7

19.   ACCEPTANCE OF GIFTS.....................................................................................7

20.   TRUSTEES' LIEN..........................................................................................7

21.   AMENDMENTS TO THE PLAN..................................................................................7

22.   TERMINATION OF THE PLAN.................................................................................8

23.   GOVERNING LAW...........................................................................................8

24.   COUNTERPARTS............................................................................................8
</TABLE>



<PAGE>


THIS DEED IS MADE ON 27 MARCH 2003

BETWEEN

(1)      The "COMPANY" (Serologicals Corporation);

(2)      The "PARTICIPATING COMPANIES" (Serologicals Limited with registered
         number 120833 and such other companies as shall pursuant to this Deed
         subsequently enter into a deed of adherence (as provided in clause 15
         of this Deed); and

(3)      The "TRUSTEE" (Abbey National AESOP Trustees Limited).

WHEREAS:

(A)      The Company and the Participating Companies wish to establish an all
         employee share plan to be known as the SEROLOGICALS CORPORATION UK
         SHARE INCENTIVE PLAN (the "PLAN") in accordance with the provisions of
         Schedule 8 to the Finance Act 2000 and constituting an employees'
         share scheme.

(B)      The Trustee has agreed to be the original trustee of the Plan.

NOW THIS DEED WITNESSESS as follows:

1.       STATUS

         The Plan consists of this Deed and the attached Rules and Appendix.
         The definitions in the Rules apply to this Deed. The Company shall
         from time to time determine which of parts A and B of the Rules shall
         have effect. Where the Company determines that part A shall have
         effect it shall also specify whether there is to be an Accumulation
         Period of up to 12 months, which shall apply equally to all Qualifying
         Employees in the Plan.

2.       DECLARATION OF TRUST

2.1      The Company and the Trustees have agreed that all the Shares and other
         assets which are issued to or transferred to the Trustees are to be
         held on the trusts declared by this Deed, and subject to the terms of
         the Rules. When Shares or assets are transferred to the Trustees by
         the Company with the intention of being held as part of the Plan they
         shall be held upon the trusts and provisions of this Deed and the
         Rules.

2.2      The Trustees shall hold the Trust Fund upon the following trusts
         namely:

         (a)      as to Shares which have not been awarded to Participants
                  ("UNAWARDED SHARES") upon trust during the Trust Period to
                  allocate those Shares in accordance with the terms of this
                  Deed and the Rules,

         (b)      as to Shares which have been awarded to a Participant ("PLAN
                  SHARES") upon trust for the benefit of that Participant on
                  the terms and conditions set out in the Rules,

         (c)      as to Partnership Share Money upon trust to purchase Shares
                  for the benefit of the contributing Qualifying Employee in
                  accordance with the Rules, and




<PAGE>

         (d)      as to other assets ("SURPLUS ASSETS") upon trust to use them
                  to purchase further Shares to be held on the trusts declared
                  in (a) above, at such time during the Trust Period and on
                  such terms as the Trustees in their absolute discretion think
                  fit.

2.3      The income of Unawarded Shares and Surplus Assets shall be accumulated
         by the Trustees and added to, and held upon the trusts applying to,
         Surplus Assets.

2.4      The income of Plan Shares and Partnership Share Money shall be dealt
         with in accordance with the Rules.

2.5      The perpetuity period in respect of the trusts and powers declared by
         this Deed and the Rules shall be the period of 80 years from the date
         of this Deed.

3.       NUMBER OF TRUSTEES

         Unless a corporate Trustee is appointed, there shall always be at
         least two Trustees. Where there is no corporate Trustee, and the
         number of Trustees falls below two, the continuing Trustee has the
         power to act only to achieve the appointment of a new Trustee.

4.       INFORMATION

         The Trustees shall be entitled to rely on information supplied by the
         Company in respect of the eligibility of any person to become or
         remain a Participant in the Plan.

5.       RESIDENCE OF TRUSTEES

         Every Trustee shall be resident in the United Kingdom. The Company
         shall immediately remove any Trustee who ceases to be so resident and,
         if necessary, appoint a replacement.

6.       CHANGE OF TRUSTEES

         The Company has the power to appoint or remove any Trustee for any
         reason. The change of Trustee shall be effected by executing a deed.
         Any Trustee may retire on one month's notice given in writing to the
         Company, provided that there will be at least two Trustees or a
         corporate Trustee immediately after the retirement.

7.       INVESTMENT AND DEALING WITH TRUST ASSETS

7.1      Save as otherwise provided for by the Plan the Trustees shall not sell
         or otherwise dispose of Plan Shares.

7.2      The Trustees shall obey any directions given by a Participant in
         accordance with the Rules in relation to his Plan Shares and any
         rights and income relating to those Shares. In the absence of any such
         direction, or provision by the Plan, the Trustees shall take no
         action.

7.3      The Company and Participating Companies shall, as soon as practicable
         after deduction from Salary, pass the Partnership Share Money to the
         Trustees who will put the money into an account with:




                                       2
<PAGE>

         (a)      an institution authorised under the Banking Act 1987;

         (b)      a building society; or

         (c)      a relevant European institution,

         until it is either used to acquire Partnership Shares on the
         Acquisition Date, or, in accordance with the Plan, returned to the
         individual from whose Salary the Partnership Share Money has been
         deducted.

         The Trustees shall pass on any interest arising on this invested money
         to the individual from whose Salary the Partnership Share Money has
         been deducted.

7.4      The Trustees may either retain or sell Unawarded Shares at their
         absolute discretion. The proceeds of any sale of Unawarded Shares
         shall form part of Surplus Assets.

7.5      The Trustees shall have all the powers of investment of a beneficial
         owner in relation to Surplus Assets.

7.6      The Trustees shall not be under any liability to the Participating
         Companies or to current or former Qualifying Employees by reason of a
         failure to diversify investments, which results from the retention of
         Plan or Unawarded Shares.

7.7      The Trustees may delegate powers, duties or discretions to any persons
         and on any terms. No delegation made under this clause shall divest
         the Trustees of their responsibilities under this Deed or under the
         Schedule.

         The Trustees may allow any Shares to be registered in the name of an
         appointed nominee provided that such Shares shall be registered in a
         designated account. Such registration shall not divest the Trustees of
         their responsibilities under this Deed or the Schedule.

         The Trustees may at any time, and shall if the Company so directs,
         revoke any delegation made under this clause or require any Plan
         assets held by another person to be returned to the Trustees, or both.

8.       LOANS TO TRUSTEES

         The Trustees shall have the power to borrow money for the purpose of:

         (a)      acquiring Shares; and

         (b)      paying any other expenses properly incurred by the Trustees in
                  administering the Plan.

9.       SHARES FROM QUALIFYING SHARE OWNERSHIP TRUSTS

         Where Shares are transferred to the Trustees in accordance with
         paragraph 76 of the Schedule, they shall award such Shares only as
         Matching Shares, and in priority to other available Shares.


                                       3
<PAGE>

10.      TRUSTEES' OBLIGATIONS UNDER THE PLAN

10.1     NOTICE OF AWARD OF MATCHING SHARES

         As soon as practicable after Matching Shares have been awarded to a
         Participant, the Trustees shall give the Participant a notice stating:

         (a)      the number and description of those Shares;

         (b)      their Initial Market Value on the date of Award; and

         (c)      the Holding Period applicable to them.

10.2     NOTICE OF AWARD OF PARTNERSHIP SHARES

         As soon as practicable after any Partnership Shares have been acquired
         for a Participant, the Trustees shall give the Participant a notice
         stating:

         (a)      the number and description of those Shares;

         (b)      the amount of money applied by the Trustees in acquiring those
                  shares on behalf of the Participant; and

         (c)      the Market Value at the Acquisition Date.

10.3     NOTICE OF ANY FOREIGN TAX DEDUCTED BEFORE DIVIDEND PAID

         Where any foreign cash dividend is received in respect of Plan Shares
         held on behalf of a Participant, the Trustees shall give the
         Participant notice of the amount of any foreign tax deducted from the
         dividend before it was paid.

10.4     RESTRICTIONS DURING THE HOLDING PERIOD

         During the Holding Period the Trustees shall not dispose of any
         Matching Shares (whether by transfer to the employee or otherwise)
         except as allowed by the following paragraphs of the Schedule:

         (a)      paragraph 32 (power of Trustees to accept general offers
                  etc.);

         (b)      paragraph 72 (power of Trustees to raise funds to subscribe
                  for rights issue);

         (c)      paragraph 73 (meeting PAYE obligations); and

         (d)      paragraph 121(5) (termination of plan: early removal of
                  shares with participant's consent).

10.5     PAYE LIABILITY ETC

         The Trustees may dispose of a Participant's Shares or accept a sum
         from the Participant in order to meet any PAYE liability in the
         circumstances provided in paragraph 95 of the Schedule (PAYE: shares
         ceasing to be subject to the plan).



                                       4
<PAGE>

         Where the Trustees receive a sum of money which constitutes a Capital
         Receipt in respect of which a Participant is chargeable to income tax
         under Schedule E, the Trustees shall pay to the employer a sum equal
         to that on which income tax is so payable.

         The Trustees shall maintain the records necessary to enable them to
         carry out their PAYE obligations, and the PAYE obligations of the
         employer company so far as they relate to the Plan.

         Where the Participant becomes liable to income tax under Schedule E,
         Case V of Schedule D, or Schedule F, the Trustees shall inform the
         Participant of any facts which are relevant to determining that
         liability.

10.6     MONEY'S WORTH RECEIVED BY TRUSTEES

         The Trustees shall pay over to the Participant as soon as is
         practicable, any money or money's worth received by them in respect of
         or by reference to any shares, other than new shares within paragraph
         115 of the Schedule (company reconstructions).

         This is subject to:

         (a)      the provisions of Part VII of the Schedule (dividend
                  reinvestment);

         (b)      the Trustees obligations under paragraphs 95 and 96 of the
                  Schedule (PAYE: obligations to make payments to employer
                  etc); and

         (c)      the Trustees' PAYE obligations.

10.7     GENERAL OFFERS ETC

         If any offer, compromise, arrangement or scheme is made which affects
         the Matching Shares the Trustees shall notify Participants. Each
         Participant may direct how the Trustees shall act in relation to that
         Participant's Plan Shares. In the absence of any direction, the
         Trustees shall take no action.

11.      POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE

         If instructed by Participants in respect of their Plan Shares the
         Trustees may dispose of some of the rights under a rights issue
         arising from those Shares to obtain enough funds to exercise the
         remaining rights.

         The rights referred to are the rights to buy additional shares or
         rights in the same company.

12.      POWER TO AGREE MARKET VALUE OF SHARES

         Where the Market Value of Shares falls to be determined for the
         purposes of the Schedule, the Trustees may agree with the Inland
         Revenue that it shall be determined by reference to such date or
         dates, or to an average of the values on a number of dates, as
         specified in the agreement.



                                       5
<PAGE>

13.      PERSONAL INTEREST OF TRUSTEES

         Trustees, and directors, officers or employees of a corporate Trustee,
         shall not be liable to account for any benefit accruing to them by
         virtue of their:

         (a)      participation in the Plan as a Qualifying Employee;

         (b)      ownership, in a beneficial or fiduciary capacity, of any
                  shares or other securities in any Participating Company;

         (c)      being a director or employee of any Participating Company,

         (d)      being a creditor, or being in any other contractual
                  relationship with any such Company.

14.      TRUSTEES' MEETINGS

         The Trustees shall hold meetings as often as is necessary for the
         administration of the Plan. There shall be at least two Trustees
         present at a meeting except where the sole Trustee is a corporate
         Trustee and the Trustees shall give due notice to all the Trustees of
         such a meeting. Decisions made at such a meeting by a majority of the
         Trustees present shall be binding on all the Trustees. A written
         resolution signed by all the Trustees shall have the same effect as a
         resolution passed at a meeting.

15.      SUBSIDIARY COMPANIES

         Any Subsidiary may with the agreement of the Company become a party to
         this Deed and the Plan by executing a Deed of Adherence agreeing to be
         bound by the Deed and Rules.

         Any company which ceases to be a Subsidiary shall cease to be a
         Participating Company.

16.      EXPENSES OF PLAN

         The Participating Companies shall meet the costs of the preparation
         and administration of this Plan.

17.      TRUSTEES' LIABILITY AND INDEMNITY

17.1     The Participating Companies shall jointly and severally indemnify each
         of the Trustees (except a remunerated Trustee) against any expenses
         and liabilities which are incurred through acting as a Trustee of the
         Plan and which cannot be recovered from the Trust Fund. This does not
         apply to expenses and liabilities which are incurred through fraud or
         wilful wrongdoing or are covered by insurance under clause 17.3.

17.2     No Trustee except a remunerated Trustee shall be personally liable for
         any breach of trust (other than through fraud or wilful wrongdoing)
         over and above the extent to which the Trustee is indemnified by the
         Participating Companies in accordance with clause 17.1 above.



                                       6
<PAGE>

17.3     A non-remunerated Trustee may insure the Plan against any loss caused
         by him or any of his employees, officers, agents or delegates. A
         non-remunerated Trustee may also insure himself and any of these
         persons against liability for breach of trust not involving fraud or
         wilful wrongdoing or negligence of the Trustee or the person
         concerned.

17.4     A Trustee who carries on a profession or business may charge for
         services rendered on a basis agreed with the Company. A firm or
         company in which a Trustee is interested or by which he is employed
         may also charge for services rendered on this basis.

18.      COVENANT BY THE PARTICIPATING COMPANIES

         The Participating Companies hereby jointly and severally covenant with
         the Trustees that they shall pay to the Trustees all sums which they
         are required to pay under the Rules and shall at all times comply with
         the Rules.

19.      ACCEPTANCE OF GIFTS

         The Trustees may accept gifts of Shares and other assets which shall
         be held upon the trusts declared by clause 2(1) or 2(4) as the case
         may be.

20.      TRUSTEES' LIEN

         The Trustees' lien over the Trust Fund in respect of liabilities
         incurred by them in the performance of their duties (including the
         repayment of borrowed money and tax liabilities) shall be enforceable
         subject to the following restrictions:

         (a)      the Trustees shall not be entitled to resort to Partnership
                  Share Money for the satisfaction of any of their liabilities;
                  and

         (b)      the Trustees shall not be entitled to resort to Plan Shares
                  for the satisfaction of their liabilities except to the
                  extent that this is permitted by the Plan.

21.      AMENDMENTS TO THE PLAN

         The Company may, with the Trustees' written consent, from time to time
         amend the Plan provided that:

         (a)      no amendment which would adversely prejudice to a material
                  extent the rights attaching to any Plan Shares awarded to or
                  acquired by Participants may be made nor may any alteration
                  be made giving to Participating Companies a beneficial
                  interest in Plan Shares, and

         (b)      if the Plan is approved by the Inland Revenue at the time of
                  an amendment or addition, any amendment or addition to a "key
                  feature" (as defined in paragraph 118(3)(a) of the Schedule)
                  of the Plan shall not have effect unless and until the
                  written approval of the Inland Revenue has been obtained in
                  accordance with paragraph 4 of the Schedule.



                                       7
<PAGE>

22.      TERMINATION OF THE PLAN

22.1     The Plan shall terminate:

         (a)      in accordance with a Plan Termination Notice issued by the
                  Company to the Trustees under paragraph 120 of the Schedule,
                  or

         (b)      if earlier, on the expiry of the Trust Period.

22.2     The Company shall immediately upon executing a Plan Termination Notice
         provide a copy of the notice to the Trustees, the Inland Revenue and
         each individual who has Plan Shares or who has entered into a
         Partnership Share Agreement which was in force immediately before the
         Plan Termination Notice was issued.

22.3     Upon the issue of a Plan Termination Notice or upon the expiry of the
         Trust Period paragraph 121 of the Schedule shall have effect.

22.4     Any Shares or other assets which remain undisposed of after the
         requirements of paragraph 121 of the Schedule have been complied with
         shall be held by the Trustees upon trust to pay or apply them to or
         for the benefit of the Participating Companies as at the termination
         date in such proportion, having regard to their respective
         contributions, as the Trustees shall in their absolute discretion
         think appropriate.

23.      GOVERNING LAW

         This Deed shall be governed and construed in accordance with the laws
         of England.

24.      COUNTERPARTS

         This Deed may be entered into in any number of counterparts and by the
         parties to it 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 Deed.




                                       8
<PAGE>


IN WITNESS of which this Deed has been executed and delivered as a deed by the
parties on the date which first appears in page 3.


EXECUTED and DELIVERED as a DEED by         )
SEROLOGICALS CORPORATION                    )
acting by                                   )

/s/ Robert P. Collins
---------------------
Robert P. Collins
Vice President

/s/ Jeffrey D. Linton
---------------------
Jeffrey D. Linton
Secretary

EXECUTED and DELIVERED as a DEED by         )
ABBEY NATIONAL AESOP TRUSTEES LIMITED       )
acting by                                   )

/s/ Peter Robins
---------------------
Peter Robins

/s/ Stuart Bailey
---------------------
Stuart Bailey






                                       9
<PAGE>

2.         THE SEROLOGICALS CORPORATION UK SHARE INCENTIVE PLAN

                                   CONTENTS


<TABLE>
<CAPTION>


RULE                                                                                            PAGE

<S>                                                                                              <C>
1.    DEFINITIONS.................................................................................10

2.    PURPOSE OF THE PLAN.........................................................................12

3.    PLAN LIMITS.................................................................................12

4.    ELIGIBILITY OF INDIVIDUALS..................................................................13

5.    PARTICIPATION ON SAME TERMS.................................................................13

6.    PARTNERSHIP SHARES..........................................................................14

7.    MATCHING SHARES.............................................................................16

8.    COMPANY RECONSTRUCTIONS.....................................................................17

9.    RIGHTS ISSUES...............................................................................18

10.   GOVERNING LAW...............................................................................18
</TABLE>







<PAGE>

1.       DEFINITIONS

1.1      The following words and expressions have the following meanings:

         "ACCUMULATION PERIOD" means in relation to Partnership Shares, the
         period during which the Trustees accumulate a Qualifying Employee's
         Partnership Share Money before acquiring Partnership Shares or
         repaying it to the employee;

         "ACQUISITION DATE" means in relation to Partnership Shares the meaning
         given by paragraph 42(3) of the Schedule;

         "ASSOCIATED COMPANY" has the same meaning as in section 416 of ICTA
         1988;

         "AWARD DATE" means in relation to Matching Shares, the date on which
         such Shares are awarded;

         "AWARD" means:

         (a)      in relation to Matching Shares, the appropriation of Matching
                  Shares in accordance with the Plan; and

         (b)      in relation to Partnership Shares, the acquisition of
                  Partnership Shares on behalf of Qualifying Employees in
                  accordance with the Plan;

         "CAPITAL RECEIPT" has the same meaning as in paragraph 79 of the
         Schedule;

         "CLOSE COMPANY" has the same meaning as in section 414 of ICTA 1988;

         "COMPANY" means Serologicals Corporation with its head office at 5655
         Spalding Drive, Norcross, Georgia 30092;

         "CONNECTED COMPANY" has the same meaning as in paragraph 16(4) of the
         Schedule;

         "CONTROL" has the same meaning as in section 840 of ICTA 1988;

         "DEED" means this trust deed as amended from time to time;

         "DEED OF ADHERENCE" means a deed substantially in the form set out in
         the Schedule;

         "HOLDING PERIOD" means in relation to Matching Shares, the period
         specified by the Company as mentioned in Rule 7.5;

         "ICTA 1988" means the Income and Corporation Taxes Act 1988;

         "INITIAL MARKET VALUE" means the Market Value of a Share on an Award
         Date. Where the Share is subject to a restriction or risk of
         forfeiture, the Market Value shall be determined without reference to
         that restriction or risk;

         "MARKET VALUE" on any day the market value of a Share determined in
         accordance with the provisions of Part VIII of the Taxation of
         Chargeable Gains Act 1992 and





                                      10
<PAGE>

         agreed for the purposes of the Plan with Inland Revenue Shares
         Valuation on or before that day;

         "MATCHING SHARES" means Shares awarded under Part B of the Plan and
         which are subject to the Plan;

         "MATERIAL INTEREST" has the same meaning as in paragraph 15 of the
         Schedule;

         "NICS" means National Insurance Contributions;

         "PARTICIPANT" means an individual who has received under the Plan an
         Award of Matching Shares or Partnership Shares;

         "PARTICIPATING COMPANY" means the Company and such of its Subsidiaries
         as have executed a Deed of Adherence to the Plan under clause 15 of
         the Trust Deed;

         "PARTNERSHIP SHARES" means Shares awarded under Part A of the Plan and
         which are subject to the Plan;

         "PARTNERSHIP SHARE AGREEMENT" means an agreement in the terms set out
         in Appendix A;

         "PARTNERSHIP SHARE MONEY" means money deducted from a Qualifying
         Employee's Salary pursuant to a Partnership Share Agreement and held
         by the Trustees to acquire Partnership Shares or to be returned to
         such a person;

         "PLAN" means the Serologicals Corporation UK Share Incentive Plan;

         "PLAN SHARES" means:

         (a)      Matching Shares or Partnership Shares awarded to
                  Participants; and

         (b)      shares in relation to which paragraph 115(5) (company
                  reconstructions: new shares) of the Schedule applies,

         that remain subject to the Plan;

         "PLAN TERMINATION NOTICE" means a notice issued under paragraph 120 of
         the Schedule;

         "PROFIT SHARING SCHEME" means a profit-sharing scheme approved by the
         Board of Inland Revenue under Schedule 9 of ICTA 1988;

         "QUALIFYING COMPANY" has the same meaning as in Paragraph 14 of the
         Schedule;

         "QUALIFYING CORPORATE BOND" has the same meaning as in section 117 of
         the Taxation of Chargeable Gains Act 1992;

         "QUALIFYING Employee" means an employee who must be invited to
         participate in an award in accordance with Rule 4.4 and any employee
         who the Company has invited in accordance with Rule 4.5;



                                      11
<PAGE>

         "QUALIFYING PERIOD" means in the case of Partnership Shares and
         Matching Shares 6 months before the start of the Accumulation Period;

         "REDUNDANCY" has the same meaning as in the Employment Rights Act
         1996;

         "RELEVANT EMPLOYMENT" means employment by the Company or any
         Associated Company;

         "RETIREMENT AGE" means age 65;

         "SALARY" has the same meaning as in paragraph 48 of the Schedule;

         "SCHEDULE" means Schedule 8 to the Finance Act 2000 as amended by
         Schedule 13 to the Finance Act 2001;

         "SHARES" means ordinary shares in the capital of the Company that
         comply with the conditions set out in paragraph 59 of the Schedule;

         "SUBSIDIARY" means any company which is for the time being under the
         Control of the Company;

         "TAX YEAR" means a year beginning on 6 April and ending on the
         following 5 April;

         "TRUSTEES" means the trustees or trustee of the Plan;

         "TRUST FUND" means all assets transferred to the Trustees to be held
         on the terms of the Trust Deed and the assets from time to time
         representing such assets, including any accumulations of income; and

         "TRUST PERIOD" means the period of 80 years beginning with the date of
         the Deed.

1.2      References to any Act, or Part, Chapter or section (including ICTA
         1988) shall include any statutory modification, amendment or
         re-enactment of that Act, for the time being in force.

1.3      Words of the feminine gender shall include the masculine and vice
         versa and words in the singular shall include the plural and vice
         versa unless, in either case, the context otherwise requires or it is
         otherwise stated.

2.       PURPOSE OF THE PLAN

         The Plan is intended to provide a method whereby employees of the
         Company's UK subsidiaries have an opportunity to acquire a proprietary
         interest in the Company through the purchase of its Shares. It is the
         intention of the Company to have the Plan qualify as an Inland
         Revenue-approved Share Incentive Plan under the Schedule. The Company
         is offering to sell Shares to eligible employees pursuant to the terms
         and conditions set forth in this Plan.

3.       PLAN LIMITS

3.1      The number of Shares in respect of which an Award may be granted on a
         given date when added to the number of Awards in respect of Shares in
         respect of which





                                      12
<PAGE>

         Awards have previously been granted under the Plan shall not exceed
         100,000. This is subject to adjustments upon changes in the
         capitalisation of the Company as provided in section 10(d) of the US
         Internal Revenue Code 1986.

4.       ELIGIBILITY OF INDIVIDUALS

4.1      Individuals are eligible to participate in an Award only if:

         (a)      they are full-time or part-time employees of a Participating
                  Company;

         (b)      they have been employees of a Qualifying Company at all times
                  during any Qualifying Period;

         (c)      they are eligible on the date(s) set out in paragraph 13(1)
                  of the Schedule; and

         (d)      they do not fail to be eligible under any of Rules 4.2 or
                  4.3.

4.2      Individuals are not eligible to participate in an Award of Shares if
         they have, or within the preceding twelve months have had, a Material
         Interest in:

         (a)      a Close Company whose Shares may be appropriated or acquired
                  under the Plan; or

         (b)      a company which has Control of such a company or is a member
                  of a consortium which owns such a company.

4.3      Individuals are not eligible to participate in an Award of Partnership
         Shares or Matching Shares in any Tax Year if in that Tax Year they
         have received (or are to receive at the same time) an award under
         another share incentive plan established by the Company or a Connected
         Company and approved under the Schedule or if they would have received
         such an award but for their failure to meet a performance target (see
         paragraph 25 of the Schedule).

         EMPLOYEES WHO MUST BE INVITED TO PARTICIPATE IN AWARDS

4.4      Individuals shall be eligible to receive an Award of Shares under the
         Plan if they meet the requirements in Rule 4.1 and are chargeable to
         income tax in respect of their employment under Case I of Schedule E.

         In this case they shall be invited to participate in any Awards of
         Partnership Shares or Matching Shares as are set out in the Plan.

         EMPLOYEES WHO MAY BE INVITED TO PARTICIPATE IN AWARDS

4.5      The Company may also invite any employee who meets the requirements in
         Rule 4.1 to participate in any Award of Partnership Shares or Matching
         Shares as are set out in the Plan.

5.       PARTICIPATION ON SAME TERMS

5.1      Every Qualifying Employee shall be invited to participate in an Award
         on the same terms. All who do participate in an Award shall do so on
         the same terms.



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<PAGE>




                                     PART A

6.       PARTNERSHIP SHARES

6.1      The Company may at any time invite every Qualifying Employee to enter
         into an agreement with the Company (a "PARTNERSHIP SHARE AGREEMENT")
         in the terms of the draft in Appendix A of these Rules.

6.2      Partnership Shares shall not be subject to any provision under which
         they may be forfeit.

         MAXIMUM AMOUNT OF DEDUCTIONS

6.3      The amount of Partnership Share Money deducted from an employee's
         Salary shall not exceed (pound)125 in any month. If the Salary is not
         paid monthly, the (pound)125 limit shall be calculated
         proportionately.

6.4      The amount of Partnership Share Money deducted from an employee's
         Salary over an Accumulation Period shall not exceed 10 per cent. of
         the total of the payments of Salary made to such employee over that
         Accumulation Period.

6.5      Any amount deducted in excess of that allowed by Rule 6.3 or 6.4 shall
         be paid over to the employee, subject to both deduction of income tax
         under PAYE and NICs, as soon as practicable.

         MINIMUM AMOUNT OF DEDUCTIONS

6.6      The minimum amount to be deducted under the Partnership Share
         Agreement in any month shall be the same in relation to all
         Partnership Share Agreements entered into in response to invitations
         issued on the same occasion. It shall not be greater than (pound)10.

         NOTICE OF POSSIBLE EFFECT OF DEDUCTIONS ON BENEFIT ENTITLEMENT

6.7      Every Partnership Share Agreement shall contain a notice under
         paragraph 38 of the Schedule.

         RESTRICTION IMPOSED ON NUMBER OF SHARES AWARDED

6.8      The Company may specify the maximum number of Shares to be included in
         an Award of Partnership Shares.

6.9      The Partnership Share Agreement shall contain an undertaking by the
         Company to notify each Qualifying Employee of any restriction on the
         number of Shares to be included in an Award.

6.10     The notification in Rule 6.9 above shall be given before the beginning
         of the Accumulation Period relating to the Award.



                                      14
<PAGE>

         PLAN WITH ACCUMULATION PERIOD

6.11     The Trustees shall acquire Shares on behalf of the Qualifying
         Employee, on the Acquisition Date, using the Partnership Share Money.

6.12     The number of Shares acquired on behalf of each Participant shall be
         determined by reference to the lower of:

         (a)      the Market Value of the Shares at the beginning of the
                  Accumulation Period; and

         (b)      the Market Value of the Shares on the Acquisition Date.

6.13     If a transaction occurs during an Accumulation Period which results in
         a new holding of shares being equated for the purposes of capital
         gains tax with any of the shares to be acquired under the Partnership
         Share Agreement, the employee may agree that the Partnership Share
         Agreement shall have effect after the time of that transaction as if
         it were an agreement for the purchase of shares comprised in the new
         holding.

         SURPLUS PARTNERSHIP SHARE MONEY

6.14     Any surplus Partnership Share Money remaining after the acquisition of
         Shares by the Trustees:

         (a)      may, with the agreement of the Participant, be carried
                  forward to the next Accumulation Period or the next
                  deduction; and

         (b)      in any other case, shall be paid over to the Participant,
                  subject to both deduction of income tax under PAYE and NICs,
                  as soon as practicable.

         SCALING DOWN

6.15     If the Company receives applications for Partnership Shares exceeding
         the Award maximum determined in accordance with Rule 6.8 then the
         following steps shall be taken in sequence until the excess is
         eliminated.

         Step 1.  the excess of the monthly deduction chosen by each
                  applicant over(pound)10 shall be reduced pro rata

         Step 2.  all monthly deductions shall be reduced to(pound)10;

         Step 3.  applications shall be selected by lot, each based on a
                  monthly deduction of(pound)10.

         Each application shall be deemed to have been modified or withdrawn in
         accordance with the foregoing provisions, and each employee who has
         applied for Partnership Shares shall be notified of the change.

         WITHDRAWAL FROM PARTNERSHIP SHARE AGREEMENT

6.16     An employee may withdraw from a Partnership Share Agreement at any
         time by notice in writing to the Company. Unless a later date is
         specified in the notice, such




                                      15
<PAGE>

         a notice shall take effect 30 days after the Company receives it. Any
         Partnership Share Money then held on behalf of an employee shall be
         paid over to that employee as soon as practicable. This payment shall
         be subject to income tax under PAYE and NICs.

         REPAYMENT OF PARTNERSHIP SHARE MONEY ON WITHDRAWAL OF APPROVAL OR
         TERMINATION

6.17     If approval to the Plan is withdrawn or a Plan Termination Notice is
         issued in respect of the Plan, any Partnership Share Money held on
         behalf of employees shall be repaid to them as soon as practicable,
         subject to deduction of income tax under PAYE and NICs.

                                     PART B

7.       MATCHING SHARES

7.1      The Partnership Share Agreement sets out the basis on which a
         Participant is entitled to Matching Shares in accordance with this
         Part of the Rules.

         GENERAL REQUIREMENTS FOR MATCHING SHARES

7.2      Matching Shares shall:

         (a)      be Shares of the same class and carrying the same rights as
                  the Partnership Shares to which they relate;

         (b)      subject to Rule 7.4, be awarded on the same day as the
                  Partnership Shares to which they relate are acquired on
                  behalf of the Participant; and

         (c)      be awarded to all Participants on exactly the same basis.

         RATIO OF MATCHING SHARES TO PARTNERSHIP SHARES

7.3      The Partnership Share Agreement shall specify the ratio of Matching
         Shares to Partnership Shares for the time being offered by the Company
         and that ratio shall not exceed 2:1. The Company may vary the ratio
         before Partnership Shares are acquired. Employees shall be notified of
         the terms of any such variation before the Partnership Shares are
         awarded under the Partnership Share Agreement.

7.4      If the Partnership Shares on that day are not sufficient to produce a
         Matching Share, the match shall be made when sufficient Partnership
         Shares have been acquired to allow at least one Matching Share to be
         appropriated.

         HOLDING PERIOD FOR MATCHING SHARES

7.5      The Company shall, in relation to each Award Date, specify a Holding
         Period throughout which a Participant shall be bound by the terms of
         the Partnership Share Agreement.

7.6      The Holding Period shall, in relation to each Award, be a specified
         period of not less than three years nor more than five years,
         beginning with the Award Date and shall




                                      16
<PAGE>

         be the same for all Participants who receive an Award at the same
         time. The Holding Period shall not be increased in respect of Matching
         Shares awarded under the Plan.

7.7      A Participant may during the Holding Period direct the Trustees:

         (a)      to accept an offer for any of their Matching Shares if the
                  acceptance or agreement shall result in a new holding being
                  equated with those original Shares for the purposes of
                  capital gains tax; or

         (b)      to accept an offer of a Qualifying Corporate Bond (whether
                  alone or with other assets or cash or both) for their
                  Matching Shares if the offer forms part of such a general
                  offer as is mentioned in paragraph (c);

         (c)      to accept an offer of cash, with or without other assets, for
                  their Matching Shares if the offer forms part of a general
                  offer which is made to holders of shares of the same class as
                  their Shares or to the holders of shares in the same company,
                  and which is made in the first instance on a condition such
                  that if it is satisfied the person making the offer shall
                  have control of that company, within the meaning of section
                  416 of ICTA 1988; or

         (d)      to agree to a transaction affecting their Matching Shares or
                  such of them as are of a particular class, if the transaction
                  would be entered into pursuant to a compromise, arrangement
                  or scheme applicable to or affecting;

                  (i)      all of the ordinary share capital of the company or,
                           as the case may be, all the shares of the class in
                           question; or

                  (ii)     all the shares, or all the shares of the class in
                           question, which are held by a class of shareholders
                           identified otherwise than by reference to their
                           employment or their participation in a plan approved
                           under the Schedule.

8.       COMPANY RECONSTRUCTIONS

8.1      The following provisions of this Rule apply if there occurs in
         relation to any of a Participant's Plan Shares (referred to in this
         Rule as the "ORIGINAL HOLDING"):

         (a)      a transaction which results in a new holding (referred to in
                  this Rule as the "NEW HOLDING") being equated with the
                  Original Holding for the purposes of capital gains tax; or

         (b)      a transaction which would have that result but for the fact
                  that what would be the new holding consists of or includes a
                  Qualifying Corporate Bond,

8.2      If an issue of shares of any of the following descriptions (in respect
         of which a charge to income tax arises) is made as part of a company
         reconstruction, those shares shall be treated for the purposes of this
         Rule as not forming part of the New Holding:

         (a)      redeemable shares or securities issued as mentioned in
                  section 209(2)(c) of ICTA 1988;


                                      17
<PAGE>

         (b)      share capital issued in circumstances such that section
                  210(1) of ICTA 1988 applies; or

         (c)      share capital to which section 249 of ICTA 1988 applies.

8.3      In this Rule:

         "CORRESPONDING SHARES" in relation to any New Shares, means the Shares
         in respect of which the New Shares are issued or which the New Shares
         otherwise represent;

         "NEW SHARES" means shares comprised in the New Holding which were
         issued in respect of, or otherwise represent, shares comprised in the
         Original Holding.

8.4      Subject to the following provisions of this Rule, references in this
         Plan to a Participant's Plan Shares shall be respectively construed,
         after the time of the company reconstruction, as being or, as the case
         may be, as including references to any New Shares.

8.5      For the purposes of the Plan:

         (a)      a company reconstruction shall be treated as not involving a
                  disposal of Shares comprised in the Original Holding; and

         (b)      the date on which any New Shares are to be treated as having
                  been appropriated to or acquired on behalf of the Participant

         shall be that on which Corresponding Shares were so appropriated or
         acquired.

8.6      In the context of a New Holding, any reference in this Rule to shares
         includes securities and rights of any description which form part of
         the New Holding for the purposes of Chapter II of Part IV of the
         Taxation of Chargeable Gains Act 1992.

9.       RIGHTS ISSUES

9.1      Any shares or securities allotted under clause 11 of the Trust Deed
         shall be treated as Plan Shares identical to the shares in respect of
         which the rights were conferred. They shall be treated as if they were
         awarded to or acquired on behalf of the Participant under the Plan in
         the same way and at the same time as those shares.

9.2      Rule 9.1 does not apply:

         (a)      to shares and securities allotted as the result of taking up
                  a rights issue where the funds to exercise those rights were
                  obtained otherwise than by virtue of the Trustees disposing
                  of rights in accordance with this rule; or

         (b)      where the rights to a share issue attributed to Plan Shares
                  are different from the rights attributed to other ordinary
                  shares of the company.

10.      GOVERNING LAW

10.1     The Plan shall be governed by and construed in accordance with the
         laws of England.




                                      18
<PAGE>






3        DEED OF ADHERENCE



THIS DEED is made this on                      20[  ]

BETWEEN:

(1)   [               ] (registered number [             ])("the COMPANY");

(2)   [               ] (registered number [             ])("the Trustee"); and

(3)   [NEW PARTICIPATING COMPANY] (registered number [         ])

and is supplemental to the Trust Deed and Rules ("THE TRUST DEED") of the
[                        ] Share Incentive Plan ("the PLAN") executed by the
Company and the Trustee on the [                 ] 200[ ].

WHEREAS:

(1)   [New Participating Company] was incorporated on the [            ] 200[ ]
      and on [                   ] 200[   ] became a Subsidiary of the Company;

(2)   [New Participating Company] wishes to become a Participating Company
      under, and to invite its Eligible Employees to participate in, the Plan.

NOW THIS DEED WITNESSETH as follows:

(1)   Terms and expressions used in this Deed shall, unless the context
      otherwise requires, have the same meaning as in the Trust Deed.

(2)   [New Participating Company] agrees to become a Participating Company and
      to be bound by the terms of the Trust Deed.

IN WITNESS of which this Deed has been executed by the parties on the date
written above.

EXECUTED and DELIVERED as a DEED by         )
[NEW PARTICIPATING COMPANY]                 )
acting by                                   )


EXECUTED and DELIVERED as a DEED by         )
[                       ]                   )
acting by                                   )


EXECUTED and DELIVERED as a DEED by         )
[                       ]                   )
acting by                                   )