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                                                                    EXHIBIT 4.19

                       RULES OF THE BOOKHAM TECHNOLOGY PLC

                         2001 APPROVED SHARESAVE SCHEME

        Established by ordinary resolution of shareholders of the Company

          On 13 March 2000 (amended on 26 April 2001 and 12 June 2002)

                          Inland Revenue Ref: SRS: 2484

                                      INDEX

<Table>
<Caption>
Rule
<S>                                                                                                <C>
1.       Definitions                                                                                1

2.       Invitations to Apply for Options                                                           6

3.       Exercise Price                                                                             7

4.       Applications for Options                                                                   7

5.       Acceptance and Scaling-Down of Applications                                                8

6.       Grant of Options                                                                           9

7.       Non-transferability of Options                                                            10

8.       Limits of the Scheme                                                                      10

9.       Limits on Individual Contributions                                                        11

10.      Relationship with Service Contract                                                        12

11.      Exercise of Options                                                                       12

12.      Manner of Exercise of Options                                                             14

13.      Reconstruction or Winding-Up                                                              17

14.      Change of Control                                                                         17

15.      Variation of Share Capital                                                                21

16.      Alteration of this Scheme                                                                 22

17.      Service of Documents                                                                      23

18.      Miscellaneous                                                                             24
</Table>

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                       RULES OF THE BOOKHAM TECHNOLOGY PLC

                         2001 APPROVED SHARESAVE SCHEME

1.       DEFINITIONS

1.1      In this Scheme (unless the context otherwise requires):-

         "ACQUISITION COST" means, in relation to the exercise of an Option, an
         amount equal to the product of:-

         (a)      the maximum  number of Scheme  Shares in respect of which that
                  Option could then be exercised (or any lower number specified
                  in the notice of exercise); and

         (b)      the Exercise Price of the Scheme Shares;

         "APPLICANT" means the person who, in response to an invitation to apply
         for an Option submits an application for an Option;

         "APPLICATION DATE" means, in relation to any invitation to apply for an
         Option, such date (being not less than 14 nor more than 21 days after
         the date on which that invitation was issued) as shall be determined by
         the Directors to be the last day upon which an application for an
         Option may be submitted;

         "APPROVAL DATE" means the date upon which the Company receives notice
         that this Scheme has been approved by the Inland Revenue under Schedule
         9;

         "ASSOCIATED COMPANY" means any company which, in relation to the
         Company, is an associated company as that term is defined for the
         purposes of paragraph 23 of Schedule 9 by section 187(2) of the Taxes
         Act;

         "AUDITORS" means the auditors for the time being of the Company;

         "BONUS DATE" means, in relation to any Employee's Savings Contract, the
         earliest date on which a bonus is due;

         "COMPANY" means Bookham Technology plc (company number 2298887) having
         its registered office at 90 Milton Park, Abingdon, Oxfordshire OX14
         4RY;

         "CONTRIBUTIONS" means, in relation to any Employee's Savings Contract,
         the monthly savings contributions paid, payable or proposed to be paid;

         "CONTROL" has the meaning given in section 840 of the Taxes Act;

         "DATE OF GRANT" means, in relation to any Option, the date on which
         that Option is granted;

         "DEALING DAY" means a day on which the London Stock Exchange is open
         for business;

         "DIRECTORS" means the board of directors of the Company or a duly
         constituted committee of that board;

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         "ELIGIBLE EMPLOYEE" means any Employee or Full-Time Director (other
         than a person precluded from participating in this Scheme by virtue of
         paragraph 8 or 26(3) of Schedule 9) who, in relation to an Option,
         either:-

         (a)      at the Date of Grant:-

                  (i)      has been such an Employee or Full-Time Director
                           throughout the period of 5 years ending with the Date
                           of Grant (or such shorter period immediately
                           preceding that date as the Directors may from time to
                           time determine); and

                  (ii)     is chargeable to tax in respect of his office or
                           employment under Case I of Schedule E; or

         (b)      is nominated by the Directors as an Eligible Employee for the
                  purposes of this Scheme;

         "EMPLOYEE" means an employee of any Participating Company;

         "EMPLOYEES' SAVING CONTRACT" means, in relation to an Eligible
         Employee or an Optionholder, the Savings Contract entered into by that
         person in connection with the grant to him of an Option (and any
         reference to 'his Savings Contract' shall be construed accordingly);

         "EMPLOYEES SHARE SCHEME" means the Bookham Technology 1998 Employee
         Share Option Scheme, the Bookham Technology plc 2001 Approved Employee
         Share Option Scheme, the Bookham Technology Employee Stock Purchase
         Plan together with any arrangement within the meaning of section 743
         Companies Act 1985;

         "EXERCISE PRICE" means, in relation to Scheme Shares subject to any
         Option, the price per Scheme Share payable upon the exercise of that
         Option;

         "FULL-TIME DIRECTOR" means an employee who is a director of any
         Participating Company and required under his contract of employment to
         work for not less than 25 hours per week (excluding meal breaks)
         disregarding holiday entitlement;

         "GRANTOR" means, in relation to an Option, the Company or, if
         different, the person or persons granting such Option (which may
         include the trustees of a trust for the benefit of employees of
         Participating Companies);

         "LONDON STOCK EXCHANGE" means London Stock Exchange Limited;

         "MARKET VALUE" means, in relation to a Scheme Share on a given date:-

         (a)      the market value of such Scheme Share on that date as
                  determined in accordance with Part VIII of the Taxation of
                  Chargeable Gains Act 1992 and agreed in advance with the
                  Scheme Shares Valuation Division of the Inland Revenue; or

         (b)      (if Scheme Shares in the Company are admitted on the Official
                  List) an amount which is equal to the average of the middle
                  market quotations of a Scheme

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                  Share as derived from the Official List on the last Dealing
                  Day immediately preceding the issue of the relevant
                  invitation;

         "MODEL CODE" means the Model Code for Securities Transactions by
         Directors of Listed Companies issued by the London Stock Exchange from
         time to time;

         "NASDAQ" means the Nasdaq stock market;

         "OFFICIAL LIST" means the Daily Official List of the London Stock
         Exchange;

         "OPTION" means a right to acquire Scheme Shares which:-

         (a)      is granted in accordance with, and is subject to the rules of,
                  this Scheme; and

         (b)      has neither been exercised nor ceased to be exercisable;

         "OPTION CERTIFICATE" means a certificate issued by the Grantor in
         respect of any Option;

         "OPTIONHOLDER" means a person who has been granted an Option or, if he
         has died, the personal representatives of such a person;

         "ORDINARY SHARE CAPITAL" means issued share capital of the Company
         other than fixed rate preference shares;

         "PARTICIPATING COMPANY" means the Company and any other company which
         is for the time being a Subsidiary to which the Directors have resolved
         that this Scheme shall extend for the time being;

         "PERSONAL REPRESENTATIVES" means, in relation to an Optionholder, the
         legal personal representatives of the Optionholder (being either the
         executors of his will to whom a valid grant of probate has been made or
         if he dies intestate the duly appointed administrator(s) of his estate)
         who have provided the Directors evidence of their appointment as such;

         "RELEVANT SAVINGS BODY" means, in relation to an Employee's Savings
         Contract, the Savings Body which is a party to that Contract;

         "REPAYMENT VALUE" means, in relation to an Employee's Savings Contract,
         the aggregate amount of all the Contributions payable thereunder
         together with the amount of such bonus as would be due on the Bonus
         Date;

         "SAVINGS BODY" means such bank or building society which operates an
         SAYE Scheme as is approved by the Directors for the purposes of this
         Scheme;

         "SAVINGS CONTRACT" means a three year savings contract entered into
         under an SAYE Scheme;

         "SAYE SCHEME" means a certified contractual savings scheme within the
         meaning of section 326 of the Taxes Act which has been approved by the
         Inland Revenue for the purposes of Schedule 9;

         "SCHEDULE 9" means Schedule 9 to the Taxes Act;

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         "THIS SCHEME" means the Bookham Technology plc 2001 Approved Sharesave
         Scheme as set out in these rules and as amended from time to time;

         "SCHEME SHARES" means fully-paid ordinary Scheme Shares in the capital
         of the Company which satisfy the conditions set out in paragraphs 10-14
         (inclusive) of Schedule 9;

         "SHARES" shares in the capital of the Company;

         "SUBSCRIPTION OPTIONS" means Options which are rights granted by the
         Company to subscribe for Scheme Shares;

         "SUBSIDIARY" means any company which is for the time being both a
         subsidiary (as defined in section 736 of the Companies Act 1985) of the
         Company and under the control of the Company;

         "TAXES ACT" means the Income and Corporation Taxes Act 1988.

1.2      Words and  expressions  not  defined in this rule 1 have the same
         meanings as in section 185 of the Taxes Act and Schedule 9

1.3      Reference to the provisions of any Act (including the Taxes Act) shall
         include any statutory consolidation, modification, amendment or
         re-enactment thereof or any subordinate legislation under it for the
         time being in force.

1.4      Any reference to the exercise of an Option includes a reference to the
         exercise of an Option in respect of a lesser number of Scheme Shares
         than the maximum permitted under rule 12.1.

1.5      Words denoting the masculine gender shall include the feminine.

1.6      Words denoting the singular shall include the plural and vice versa.

2.       INVITATIONS TO APPLY FOR OPTIONS

2.1      Subject to the following provisions of this rule 2, the Directors on
         behalf and with the consent of the Grantor may, if in their discretion
         they so decide, issue to all persons who are, or may at the intended
         Date of Grant be, Eligible Employees invitations in writing to apply
         for Options.

2.2      The invitations may be in the form of notices, advertisements,
         circulars or otherwise for the general attention of Employees and may
         be distributed in any manner that the Directors see fit, including
         without limitation, by way of mailshot, internal distribution, email or
         by notices issued with pay and salary slips.

2.3      Each invitation shall:-

         2.3.1    be in the same terms as all other such invitations issued on
                  the same occasion; and

         2.3.2    invite the person to whom it is addressed to apply for an
                  Option in respect of the whole number of Scheme Shares for
                  which the Acquisition Cost payable

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                  would be as nearly as may be equal to, but not exceed, the
                  amount which would be the Repayment Value of the Employee's
                  Savings Contract;

         2.3.3    specify  the form and  manner in which  each such  person  may
                  apply for an Option and the Application Date; and

         2.3.4    identify the Savings Body

         and otherwise be in such form as the Grantor may determine.

2.4      On any occasion on which invitations are issued, the Directors may in
         their discretion (and acting with the consent of the Grantor where
         appropriate) determine and announce the minimum and maximum level of
         Contributions which may be paid (which contribution level shall not be
         less or more than respective such amounts as are permitted at the date
         of invitation by law or by the relevant Savings Contract) and/or the
         maximum number of Scheme Shares in respect of which Options will be
         granted in response to applications made under the invitations issued
         on that occasion.

2.5      No invitation may be issued after the tenth anniversary of the Approval
         Date.

3.       EXERCISE PRICE

3.1      Subject to any adjustment in accordance with rule 15, the price per
         Scheme Share payable upon the exercise of Options granted on any
         occasion shall be determined by the Grantor but shall be not less than
         85% (rounded up to the nearest whole penny) of the Market Value of a
         Scheme Share on the date of issue of the invitation.

3.2      The Exercise Price shall be the same in relation to all Options granted
         on the same occasion.

3.3      The  Exercise  Price of a  Subscription  Option  shall not be less than
         the nominal value of a Scheme Share.

4.       APPLICATIONS FOR OPTIONS

4.1      Any person to whom an invitation has been issued under rule 2 may apply
         for an Option by submitting to the person specified in the invitation
         an application which:-

         4.1.1    is  received  at such  address  as is  stipulated  in the
                  invitation not later than the Application Date;

         4.1.2    specifies the amount of the Contributions proposed to be paid
                  under the Employee's Savings Contract and authorises the
                  Applicant's Employer (from time to time) to deduct such amount
                  (or such lesser amount as may be determined under rule 5) from
                  his pay;

         4.1.3    includes an application for a Savings  Contract in a form
                  approved by the Relevant Savings Body;

         4.1.4    is duly completed and signed by the Applicant;

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         4.1.5    otherwise  complies  with such  terms and  conditions  as may
                  have been specified in the invitation;

         4.1.6    is subject to the Applicant being an Eligible Employee at the
                  Date of Grant; and

         4.1.7    is otherwise in such form as the Directors may determine.

4.2      The total number of Scheme Shares in respect of which any application
         for an Option shall be made shall be the whole number of Scheme Shares
         for which the Acquisition Cost payable would be as nearly as may be
         equal to, but not exceed, the amount which would be the Repayment Value
         of the Employee's Savings Contract if the amount of each of the
         Contributions payable under that Savings Contract was equal to the
         maximum amount specified by that Applicant in his application.

4.3      If no application is received by the Application Date in response to an
         invitation such invitation shall be deemed to have been declined.

5.       ACCEPTANCE AND SCALING-DOWN OF APPLICATIONS

5.1      Subject to rule 5.2, each application shall be accepted to the extent
         of the total number of Scheme Shares in respect of which that
         application is made.

5.2      If the total number of Scheme Shares in respect of which applications
         have been made would result in any of the limits in rule 2.4 or 8 being
         exceeded then the number of Scheme Shares in respect of which each
         application is accepted shall be reduced in accordance with the
         following provisions of this rule 5.

5.3      The number of Scheme Shares in respect of which each application shall
         be accepted shall be reduced as nearly as may be on a proportionate
         basis to the extent necessary to ensure that none of the limits in rule
         8 and, if appropriate, rule 2.4 is exceeded SAVE THAT the number of
         Scheme Shares in respect of which any application shall be accepted
         shall not be reduced below the number for which the Acquisition Cost
         payable would be as nearly as may be equal to, but not exceed, the
         Repayment Value of the Employee's Savings Contract if the Contributions
         were L 5 monthly or such lesser amount per month as may be specified
         from time to time in sub-paragraph (2)(b) of paragraph 24 of Schedule 9
         at the date of the invitation or permitted under the terms of the
         relevant Savings Contract ("the Minimum Number of Scheme Shares").

5.4      The provisions of rule 5.3 shall, if necessary, be applied repeatedly
         until either none of the limits in rules 2.4 and/or 8 will be exceeded
         or the number of Scheme Shares in respect of which each application
         would be accepted is reduced to the Minimum Number of Scheme Shares.

5.5      If, notwithstanding the provisions of rules 5.2 to 5.4 (inclusive) any
         one or more of the limits in rules 2.4 and/or 8 would still be exceeded
         then the selection of applications for acceptance shall be made by the
         Directors.

5.6      As soon as reasonably practicable after the Application Date in
         relation to invitations issued on any occasion, the Directors shall
         (acting with the consent of the Grantor where appropriate):-

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         5.6.1    determine the maximum number of Scheme Shares in respect of
                  which each application may be accepted; and

         5.6.2    cause each application for a Savings Contract to be submitted
                  to the Relevant Savings Body.

6.       GRANT OF OPTIONS

6.1      Subject to the following provisions of this rule 6, Options for which
         invitations are issued on any occasion shall be granted within the
         period of 30 days beginning with the first of the days (mentioned in
         rule 3.1) by reference to which the Exercise Price is determined on
         that occasion.

6.2      The Grantor (or, if the Grantor is the Company, the Directors) shall
         pass a resolution granting to each Applicant who is an Eligible
         Employee an Option to acquire the number of Scheme Shares in respect of
         which his application has been accepted and the date of such resolution
         shall be the Date of Grant.

6.3      If on any occasion it is necessary to reduce the number of Scheme
         Shares in respect of which any applications are accepted then rule 6.1
         shall take effect as if the reference therein to a period of 30 days
         was a reference to 42 days.

6.4      No payment shall be required in respect of the grant of any Option.

6.5      As soon as reasonably practicable after the Date of Grant, the Grantor
         shall issue to each Optionholder an Option Certificate in such form as
         it may determine which specifies:-

         6.5.1    the Grantor;

         6.5.2    the Date of Grant;

         6.5.3    the maximum number of Scheme Shares in respect of which the
                  Option is granted; and

         6.5.4    the Exercise Price.

7.       NON-TRANSFERABILITY OF OPTIONS

7.1      During his lifetime only the individual to whom an Option is granted
         may exercise that Option.

7.2      An Option shall immediately cease to be exercisable if:-

         7.2.1    it is transferred or assigned (other than to personal
                  representatives upon the death of the Optionholder),
                  mortgaged, charged or otherwise disposed of by the
                  Optionholder;

         7.2.2    a bankruptcy order or an interim order is made against the
                  Optionholder or he enters into an arrangement or composition
                  with his creditors; or

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         7.2.3    the Optionholder is otherwise deprived (other than on death)
                  of the legal or beneficial ownership of the Option by
                  operation of law or doing or omitting to do anything which
                  causes him to be so deprived.

8.       LIMITS OF THE SCHEME

8.1      Subject to Rules 8.2, 8.3 and 8.4, the number of Shares which may be
         allocated under this Scheme on any day shall not, when aggregated with
         the number of Shares which have been allocated in the previous ten
         years under this Scheme and any other Employees Share Scheme adopted by
         the Company, exceed such number as represents ten per cent (10%) of the
         ordinary share capital of the Company in issue immediately prior to
         that day.

8.2      References in rule 8.1 to "allocation" of Shares shall mean:

         8.2.1    in the case of any share option scheme:

                  8.2.1.1  the placing of unissued Shares under option;  and

                  8.2.1.2  in so far as not taken into account under rule
                           8.2.1.1 above, any subscription for Shares which are
                           issued for the purposes of satisfying any option; and

         8.2.2    in relation to other types of Employees Share Scheme, shall
                  mean the issue and allotment of Shares,

         and references to "allocated" shall be construed accordingly.

8.3      In applying the limit contained in rule 8.1 no account will be taken of
         Shares subject to an option or other right which has lapsed or been
         released, surrendered or cancelled.

8.4      All options and other rights granted prior to April 18, 2000, the date
         of the Company's initial public offering, shall be disregarded for the
         purposes of rule 8.1.

9.       LIMITS ON INDIVIDUAL CONTRIBUTIONS

9.1      The aggregate amount of an Employee's monthly savings contributions
         under his Savings Contract, when added to the aggregate amount of his
         monthly savings contributions under any other Savings Contracts, may
         not at any time exceed the sum specified in rule 9.2.

9.2      The sum mentioned in rule 9.1 is L 250 or such other amount as is
         specified in the relevant Savings Contract or such other maximum amount
         (not exceeding such other maximum amount per months specified from time
         to time in paragraph 24(2)(a) of Schedule 9) as the Grantor may
         determine SAVE THAT if on any occasion the Grantor shall determine for
         these purposes a sum ("the new limit") which is less than the maximum
         aggregate for the monthly contributions applicable on any previous
         occasion then that determination shall be made without prejudice to any
         Option previously granted to an Optionholder or to any Employee's
         Savings Contract previously entered into by any Optionholder if the
         aggregate monthly savings contributions payable by that Optionholder
         under such Saving Contract would thereby exceed the new limit.

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9.3      The minimum amount of an Employee's Contribution is L 10 per month.

10.      RELATIONSHIP WITH SERVICE CONTRACT

10.1     The grant of an Option does not form part of the Optionholder's
         entitlement to remuneration or benefits under his contract of
         employment nor does the existence of a contract of employment between
         any person and the Company or any Subsidiary or Associated Company or
         former Subsidiary or former Associated Company give such person any
         right or entitlement to have an Option granted to him in respect of any
         number of Scheme Shares or any expectation that an Option might be
         granted to him whether subject to any conditions or at all.

10.2     The rights and obligations of an Optionholder under the terms of his
         contract of employment with the Company or any Subsidiary or Associated
         Company or former Subsidiary or former Associated Company shall not be
         affected by the grant of an Option.

10.3     The rights granted to an Optionholder upon the grant of an Option shall
         not afford the Optionholder any rights or additional rights to
         compensation or damages in consequence of the loss or termination of
         his office or employment with the Company or any Subsidiary or
         Associated Company or former Subsidiary or former Associated Company
         for any reason whatsoever.

10.4     An Optionholder shall not be entitled to any compensation or damages
         for any loss or potential loss which he may suffer by reason of being
         unable to exercise an Option in consequence of the loss or termination
         of his office or employment with the Company or any Subsidiary or
         Associated company or former Subsidiary or former Associated Company
         for any reason whatsoever.

11.      EXERCISE OF OPTIONS

11.1     Subject to the following provisions of this rule 11 and rules 12, 13
         and 14, an option shall only be exercisable within the period of 6
         months after the Bonus Date and if it is not then exercised shall lapse
         and cease to be exercisable at the end of that period.

11.2     If an Optionholder ceases to be an Employee by reason of:

         11.2.1   injury or disability (evidenced to the satisfaction of the
                  Directors); or

         11.2.2   dismissal by reason of redundancy (within the meaning of the
                  Employment Rights Act 1996); or

         11.2.3   retirement on reaching either aged 65 or any other age at
                  which he is bound to retire in accordance with the terms of
                  his contract of employment; or

         11.2.4   the company with which he holds office or employment by virtue
                  of which he is eligible to participate in this Scheme ceasing
                  to be a Subsidiary; or

         11.2.5   the fact that the office or employment by virtue of which he
                  is eligible to participate in this Scheme relates to a
                  business or part of a business which is transferred to a
                  person which is neither an Associated Company nor a Subsidiary

<Page>

         then (without prejudice to any rights the Optionholder has under the
         Employees' Saving Contract to make independent arrangements with the
         Savings Body to continue to make Contributions following cessation of
         his employment) his Option may be exercised, to the extent permitted by
         rule 12.1.2 only during the period of 6 months commencing on the date
         on which the Optionholder shall have ceased to be an Employee, and if
         it is not then exercised that Option shall lapse and cease to be
         exercisable at the end of that period.

11.3     If before an Option has lapsed or otherwise been exercised the
         Optionholder attains age 65 but continues to be an Employee he may
         exercise the Option to the extent permitted by rule 12.1.2 during the
         period of 6 months commencing on his attaining such age.

11.4     If an Optionholder dies, his Personal Representatives may exercise that
         Option:

         11.4.1   if he dies before the Bonus Date, to the extent permitted by
                  rule 12.1.2 during the period of 12 months commencing on the
                  date of his death;

         11.4.2   if he dies within the period of 6 months after the Bonus Date,
                  during the period of 12 months commencing on the Bonus Date

         and if it is not then exercised that Option shall lapse and cease to be
         exercisable at the end of that period.

11.5     Subject to rule 11.7, if at any time an Optionholder ceases to be an
         Employee otherwise than as mentioned in rule 11.2, 11.3 or 11.4, any
         Option which he holds shall lapse and cease to be exercisable upon such
         cessation.

11.6     No Optionholder shall be treated for the purposes of rule 11.1 or 11.5
         as ceasing to be an Employee until he no longer holds any office or
         employment in a Participating Company or any Associated Company or any
         other company of which the Company has control.

11.7     If, at the Bonus Date,  an  Optionholder  holds an office or
         employment in a company which is not a Participating Company but is:

         11.7.1   an Associated Company; or

         11.7.2   any other company of which the Company has control

         then the Optionholder may exercise an Option within the period of 6
         months after the Bonus Date and if it is not then exercised it shall
         lapse and cease to be exercisable at the end of that period.

11.8     If the Optionholder obtains repayment of the Contributions under his
         Savings Contract the relevant Option shall immediately cease to be
         exercisable unless such Option is then exercisable by reason of rules
         11, 13 or 14.

11.9     Except as provided in rule 11.4,  no Option  shall be capable of being
         exercised later than 6 months after the Bonus Date.

11.10    No Option may be exercised more than once.

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11.11    No Option may be exercised by (or by the Personal Representatives of)
         any Optionholder who is (or at the date of his death was):

         11.11.1  not an Employee (unless the Option is or was at the date of
                  his death exercisable under rules 11.2, 11.3, 11.4, 11.5 or
                  11.7); or

         11.11.2  ineligible to participate in the Scheme at that time by virtue
                  of paragraph 8 of Schedule 9.

12.      MANNER OF EXERCISE OF OPTIONS

12.1     An Option  may only ever be  exercised  in  respect of such  number of
         Scheme Shares as is mentioned below:

         12.1.1   where the Option is exercisable under rule 11.1, 11.4.2 or
                  11.7, the maximum number of Scheme Shares in respect of which
                  it shall subsist; or

         12.1.2   where the Option is exercisable under rules 11.2, 11.3,
                  11.4.1, 13 or 14, that number of Scheme Shares for which the
                  Acquisition Cost payable is most nearly equal to but does not
                  exceed the aggregate amount of Contributions paid under the
                  Employee's Saving Contract (excluding the amount of any
                  monthly or weekly contribution the due date of payment of
                  which is more than one calendar month or, as appropriate, one
                  week after the date on which repayment is made under the
                  Employee's Saving Contract) together with the amount of any
                  bonus and interest received or due thereunder as at that date
                  or (if less) the maximum number of Scheme Shares in respect of
                  which the Option shall subsist; or

         12.1.3   in either case, such lesser number of Scheme Shares as the
                  Optionholder may specify in the notice of exercise given under
                  rule 12.2.

12.2     An Option may be exercised by the Optionholder giving notice in writing
         to the Company (or to such person at such address as may from time to
         time be notified to Optionholders by the Grantor) which:

         12.2.1   is given at any time when the Option is exercisable;

         12.2.2   specifies the number of Scheme Shares in respect of which the
                  Option is being exercised in accordance with rule 12.1 (save
                  that this rule 12.2.2 shall not apply if the Option is
                  exercised before the Bonus Date);

         12.2.3   unless the Directors otherwise permit, is accompanied by the
                  Option Certificate relating to that Option;

         12.2.4   is accompanied by a duly completed application to the Relevant
                  Savings Body for payment of the Repayment Value of the
                  Employee's Savings Contract; and

         12.2.5   is in such form and accompanied by such documents as the
                  Directors may determine.

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12.3     Not later than 30 days after the date on which the Grantor shall have
         received the Acquisition Cost the Grantor shall either allot and issue
         (if the Grantor is the Company), or procure the transfer, to the
         Optionholder of the number of Scheme Shares in respect of which the
         Option is then exercised and as soon as reasonably practicable
         thereafter:

         12.3.1   if at that time Scheme Shares are listed on the Official List
                  or Nasdaq, procure that Scheme Shares allotted to the
                  Optionholder are admitted to the Official List or Nasdaq; and

         12.3.2   issue a definitive share certificate or such other
                  acknowledgement of shareholding as is prescribed from time to
                  time in respect of the Scheme Shares so allotted or
                  transferred.

12.4     If the amount received by the Grantor is greater than the Acquisition
         Cost of the Scheme Shares in relation to which the Optionholder has
         served a notice of exercise under rule 12.2, the Grantor on issuing a
         share certificate or other acknowledgement of shareholding under rule
         12.3.2 shall refund the excess amount to the Optionholder.

12.5     The Grantor may, if the Optionholder so requests in writing, allot and
         issue or transfer some or all of such Scheme Shares to:

         12.5.1   a nominee of the Optionholder provided that beneficial
                  ownership of such Scheme Shares shall be vested in the
                  Optionholder; or

         12.5.2   to an account manager (or his nominee) of an account on terms
                  that such Scheme Shares shall be in the beneficial ownership
                  of the Optionholder notwithstanding that title to such Scheme
                  Shares shall be vested in the account manager or his nominee
                  or jointly in one of them and the Optionholder

         and for the purposes of this rule the terms "ACCOUNT MANAGER" and
         "ACCOUNT" shall have the meanings they bear in the Individual Savings
         Account Regulations 1998 (SI No 1870 as amended).

12.6     All Scheme Shares allotted or transferred upon the exercise of any
         Option shall rank equally in all respects with the Scheme Shares for
         the time being in issue save as regards any rights attaching to such
         Scheme Shares by reference to a record date prior to the date of such
         allotment or transfer.

12.7     The allotment or transfer of Scheme Shares under the exercise of an
         Option shall be subject to the Memorandum and Articles of Association
         of the Company and to any necessary consents of any governmental or
         other authorities (whether in the United Kingdom or elsewhere) under
         any enactments or regulations from time to time in force and it shall
         be the responsibility of the Optionholder to comply with any
         requirements to be fulfilled in order to obtain or obviate the
         necessity for any such consent.

13.      RECONSTRUCTION OR WINDING-UP

13.1     If the court sanctions a compromise or arrangement proposed for the
         purposes of or in connection with a scheme for the reconstruction of
         the Company or its amalgamation under section 425 of the Companies Act
         1985 the Optionholder may exercise his

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         Option to the extent permitted by rule 12.2.2 during the period of 6
         months commencing on the date on which the court sanctions the
         compromise or arrangement, and thereafter the Option shall lapse and
         cease to be exercisable.

13.2     If notice is given to the holders of Scheme Shares of a resolution for
         the voluntary winding-up of the Company, the same notice shall be given
         by the Directors to all Optionholders and each Optionholder may
         exercise his Option to the extent permitted by rule 12.1.2 at any time
         within the period of 6 months commencing on the date on which the
         resolution is passed.

13.3     All  Options  shall  immediately  lapse  and  cease  to be  exercisable
         upon the commencement of a winding-up of the Company.

14.      CHANGE OF CONTROL

14.1     If, as a result of either:

         14.1.1   a general offer to acquire the whole of the Ordinary Share
                  Capital which is made on a condition such that if it is
                  satisfied the person making the offer will have control of the
                  Company; or

         14.1.2   a general offer to acquire all the shares in the Company of
                  the same class as the Scheme Shares

         the Company shall come under the control of another person or person,
         then the Grantor shall as soon as reasonably practicable thereafter
         notify every Optionholder accordingly and the Optionholder may exercise
         his Option to the extent permitted by rule 12.1.2 within 6 months of
         the date when the person making the offer has obtained control of the
         Company and condition to which the offer is made has been satisfied
         (but not in any event more than 6 months after the Bonus Date) and to
         the extent the Option has not been exercised it shall upon the
         expiration of that period cease to be exercisable and shall only remain
         in existence for the purpose of forming the subject of an offer (if
         any) made under rule 14.3 and shall lapse upon the expiry of the
         "appropriate period" as defined in rule 14.4 if such offer is made but
         is not accepted by the Option holder.

14.2     If at any time any person becomes entitled or bound to acquire Scheme
         Shares under sections 428 to 430F of the Companies Act 1985 the
         Optionholder may exercise his Option to the extent permitted in rule
         12.1.2 at any time when that person remains so entitled or bound but
         not in any event more than 6 months after the Bonus Date and to the
         extent the Option has not been exercised it shall upon the expiration
         of that period cease to be exercisable and shall only remain in
         existence for the purpose of forming the subject of an offer (if any)
         made under rule 14.3 and shall lapse upon the expiry of the
         "appropriate period" as defined in rule 14.4 if such offer is made but
         is not accepted by the Option holder.

14.3     If any company (in this rule referred to as "THE ACQUIRING COMPANY"):-

         14.3.1   obtains control of the Company as a result of making a general
                  offer:-

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                  14.3.1.1    to acquire the whole of the Ordinary Share
                              Capital of the Company which is made on a
                              condition such that if it is satisfied the
                              person making the offer will have control of the
                              Company; or

                  14.3.1.2    to  acquire  all the shares in the  Company  which
                              are of the same class as the Scheme Shares;

         14.3.2   obtains control of the Company in pursuance of a compromise or
                  arrangement sanctioned by the court made under section 425 of
                  the Companies Act 1985; or

         14.3.3   becomes bound or entitled to acquire Scheme Shares under
                  sections 428 to 430F (inclusive) of the Companies Act 1985

         an Optionholder may, at any time within the appropriate period as
         mentioned in rule 14.4, by agreement with the acquiring company,
         release his rights under his Option in consideration of the grant to
         him of rights to acquire shares in the acquiring company or any other
         company falling within sub-paragraphs (b) or (c) of paragraph 10 of
         schedule 9 (read and construed as if references in those provisions to
         the company were references to the acquiring company) PROVIDED THAT:-

         (a)     such rights will be exercisable only in accordance with the
                 provisions of this Scheme as it had effect immediately before
                 the release of the rights referred to above (read and
                 construed as mentioned in rule 14.5);

         (b)     the shares to which the new rights relate satisfy the
                 provisions of paragraphs 10 to 14 of schedule 9; and

         (c)     the total market value, immediately before such release, of the
                 Scheme Shares in respect of which the Option then subsists is
                 equal to the total market value, immediately after such grant,
                 of the shares in respect of which new rights are granted to the
                 Optionholder; and

         (d)     the total amount payable by the Optionholder for the
                 acquisition of shares upon exercise of the new rights is equal
                 to the total amount that would have been payable for the
                 acquisition of Scheme Shares upon exercise of the Option.

14.4     In rule 14.3 "THE APPROPRIATE PERIOD" means:

         14.4.1   in a case falling within rule 14.3.1 the period of 6 months
                  beginning with the time when the person making the offer has
                  obtained control of the Company and any condition or
                  conditions subject to which the offer is made has or have been
                  satisfied or waived; and

         14.4.2   in a case falling within rule 14.3.2 the period of 6 months
                  beginning with the time when the court sanctions the
                  compromise or arrangement; and

         14.4.3   in a case falling within rule 14.3.3 the period during which
                  the acquiring company remains bound or entitled as mentioned
                  in that paragraph.

14.5     For the purposes  mentioned in rule 14.3(a) the  provisions of this
         Scheme shall be read and construed as if:

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         14.5.1   references to 'the Company' in the definition of 'the Grantor'
                  and in rules 12, 13, 14 and 18 were references to the company
                  in respect of whose shares the new rights were granted;

         14.5.2   references to 'Scheme Shares' and 'Shares' in rules 8, 12, 13,
                  14, 15 and 18 were references to such shares;

         14.5.3   reference to 'Option' in rules 7, 11, 12, 13, 14, 15 and 18
                  were references to such rights;

         14.5.4   references to 'Optionholder' in rules 7, 11, 12, 13, 14, 15,
                  16, 17 and 18 were references to the persons to whom such
                  rights are granted;

         14.5.5   references to 'Ordinary Share Capital' in rules 14 and 15 were
                  references to the ordinary share capital (other than fixed
                  rate preference shares) of such company; and

         14.5.6   references to 'the Directors' in rules 13, 15 and 17 were
                  references to the directors of such company; and

         14.5.7   references to the 'the Exercise Price' in rule 15 were
                  references to the price per share payable upon the exercise of
                  such new rights

14.6     Rights granted under rule 14.3 shall be regarded for the purposes of
         section 185 to the Taxes Act and Schedule 9 and for the purposes of the
         subsequent application of the provisions of this Scheme as having been
         granted on the Date of Grant of the corresponding rights released as
         mentioned in rule 14.3.

14.7     Apart from rules 14.3 and 14.4 a person shall be deemed to have control
         of a company if he and others acting in concert with him have together
         obtained control of it.

15.      VARIATION OF SHARE CAPITAL

15.1     If there is any alteration of the Ordinary Share Capital by way of a
         capitalisation or rights issue or by way of a sub-division,
         consolidation, reduction or any other variation in the share capital of
         the Company the Directors (on behalf of the Grantor) may make such
         adjustment as they consider appropriate:

         15.1.1   to the aggregate number of Scheme Shares subject to any
                  Option; and/or

         15.1.2   to the Exercise Price payable for each Scheme Share under any
                  such Option; and/or

         15.1.3   where an Option has been exercised but no Scheme Shares have
                  been allotted or transferred in accordance with rule 12.3, to
                  the number of Scheme Shares which may be so allotted or
                  transferred and the Acquisition Cost in relation to such
                  Scheme Shares

         PROVIDED THAT:

         (a)     no such adjustment is made without the prior approval of the
                 Board of Inland Revenue;

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         (b)     except in the case of a capitalisation issue any such
                 adjustment is confirmed in writing by the Auditors to be in
                 their opinion fair and reasonable;

         (c)     the aggregate Acquisition Cost payable by an Optionholder on
                 the exercise of all his Options is not materially altered;

         (d)     except insofar as the Directors (on behalf of the Company)
                 agree to capitalise the Company's reserves and apply the same
                 at the time of exercise of the Option in paying up the
                 difference between the Exercise Price and the nominal value of
                 the Scheme Shares, the Exercise Price in relation to any
                 Subscription Option is not reduced below the nominal value of
                 a Scheme Share;

         (e)     the number of Scheme Shares as so adjusted has been rounded
                 down to the nearest whole number and the Exercise Price as so
                 adjusted has been rounded up to the nearest whole penny; and

         (f)     no adjustment is made without the consent of the Grantor, if it
                 is someone other than the Company.

15.2     As soon as reasonably practicable after making any adjustment under
         rule 15 the Grantor shall give notice in writing thereof to every
         Optionholder affected thereby and may call in any option certificates
         for endorsement or replacement.

16.      CHANGING THE SCHEME

16.1     Prior to the Approval Date the Directors may make any alteration or
         addition to this Scheme as may be necessary or appropriate to take
         account of comments of the London Stock Exchange or Nasdaq and to
         ensure that this Scheme complies with the conditions for approval of
         this Scheme by the Board of Inland Revenue as set out in Schedule 9.

16.2     The Directors  may at any time after the Approval  Date alter or add to
         any of the provisions of this Scheme in any respect PROVIDED THAT:

         16.2.1   no alteration or addition to any provision of this Scheme
                  shall take effect until the Inland Revenue have confirmed in
                  writing that such alteration or addition shall not affect the
                  approved status of this scheme;

         16.2.2   no such alteration or addition shall be made to the advantage
                  of existing or new Optionholders without the prior approval by
                  ordinary resolution of the shareholders of the Company in
                  general meeting SAVE THAT the provisions of this rule 16.2.2
                  shall not apply to the extent that such alteration or addition
                  is in the opinion of the Directors a minor amendment:

                  16.2.2.1 to benefit the administration of this Scheme; or

                  16.2.2.2    to take account of a change in legislation or to
                              maintain Inland Revenue approval or obtain or
                              maintain favourable tax, exchange control or
                              regulatory treatment for existing or new
                              Optionholders or for the Company or any
                              Subsidiary; and

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                  16.2.2.3    no such alternation or addition to any provision
                              of this Scheme shall be made in relation to
                              Options granted by a body other than the Company
                              without the consent of such grantor.

16.3     If any Optionholders are materially affected by an alteration or
         addition to this Scheme, the Directors shall give notice in writing of
         it to them.

17.      SERVICE OF DOCUMENTS

17.1     Except as otherwise provided in this Scheme, any notice or document to
         be given by, or on behalf of, the Company or other Grantor to any
         person in accordance or in connection with this Scheme shall be duly
         given:

         17.1.1   if he is a director or employee of any member of the Group or
                  any Associated Company by delivering it to him at his place of
                  work; or

         17.1.2   by sending it through the post in a pre-paid envelope to the
                  address as known to the Company to be his address and, if so
                  sent, it shall be deemed to have been duly given on the date
                  of posting; or

         17.1.3   if he holds office or employment with any member of the Group
                  or any Associated Company, by sending a facsimile transmission
                  or any other electronic communication to a current facsimile
                  or electronic communication number addressed to him at his
                  place of work or his address last known to the Company and if
                  so sent it shall be deemed to have been duly given at the time
                  of transmission.

17.2     Any notice or document so sent to an Optionholder shall be deemed to
         have been duly given notwithstanding that such Optionholder is then
         deceased (and whether or not the Company or other Grantor has notice of
         his death) except where his Personal Representatives have established
         their title to the satisfaction of the Company and supplied to the
         Company an address to which documents are to be sent.

17.3     Any notice in writing or document to be submitted or given to the
         Directors, the Committee, the Company or other Grantor in accordance or
         in connection with this Scheme may be delivered, sent by post, telex,
         or facsimile transmission but shall not in any event be duly given
         unless it is actually received by the secretary of the Company or such
         other individual as may from time to time be nominated by the Directors
         and whose name and address is notified to Optionholders.

18.      MISCELLANEOUS

18.1     The Company shall at all time keep available sufficient authorised but
         unissued Scheme Shares to satisfy the exercise in full of all the
         Subscription Options for the time being remaining capable of being
         exercised under this Scheme.

18.2     No Option to purchase existing Scheme Shares shall be granted by any
         person unless that person beneficially owns such Scheme Shares at the
         Date of Grant or otherwise satisfies the Directors that sufficient
         Scheme Shares will be made available to satisfy the exercise in full of
         all Options granted or to be granted by that person.

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18.3     The Directors may from time to time make and vary such rules and
         regulations not inconsistent herewith and establish such procedures for
         the administration and implementation of this Scheme as they think fit.
         If there is any dispute or disagreement as to the interpretation of
         this Scheme or of those rules, regulations or procedures or as to any
         question or right arising from or related to this Scheme, the decision
         of the Directors shall (except as regards any matter required to be
         determined by the Auditors hereunder) be final and binding upon all
         persons.

18.4     In any matter in which they are required to act hereunder, the Auditors
         shall be deemed to be acting as experts and not as arbitrators and the
         Arbitration Acts 1950-1979 shall not apply hereto.

18.5     The Company shall not be obliged to provide Optionholders with copies
         of any notices, circulars or other documents sent to holders of Scheme
         Shares.

18.6     The costs of the administration and implementation of this Scheme shall
         be borne by the Company.