`Exhibit 4.5

Amended Jan 2003
Amended 30 July and 28 August 2003





                                EBOOKERS.COM PLC





                                      RULES
                                       OF
                        THE EBOOKERS.COM EXECUTIVE SHARE
                               OPTION SCHEME 1999






                     Directors' Adoption:    21 October 1999
                     Expiry Date:            20 October 2009










RULES OF THE EBOOKERS.COM EXECUTIVE SHARE OPTION SCHEME 1999

1        MEANINGS OF WORDS USED

         In these Rules:

         "BUSINESS DAY" means a day on which the Nasdaq National Market and the
         Neuer Markt are open for the transaction of business;

         "COMPANY" means ebookers.com plc;

         "CONTROL" has the meaning given to it by Section 840 of the Taxes Act;

         "DATE OF GRANT" means the date on which the Directors resolve to grant
         an Option;

         "DIRECTORS" means the board of directors of the Company or a duly
         authorised committee of it;

         "ELIGIBLE EMPLOYEE" means any executive director, employee or class of
         employees of a Participating Company;

         "HOLDING COMPANY" means a company which is a holding company of the
         Company within the meaning given to it by section 736 of the Companies
         Act 1985;

         "MEMBER OF THE GROUP" means:

                  (i) the Company; and

                  (ii) its Subsidiaries from time to time; and

                  (iii) its Holding Company from time to time;

         "OPTION" means a right to acquire Shares granted under the Scheme;

         "OPTIONHOLDER" means a person holding an Option or his personal
         representatives;

         "OPTION PERIOD" means a period starting on the Date of Grant of an
         Option and ending at the end of the day before the 10th anniversary of
         the Date of Grant or such shorter period as may be specified on the
         Date of Grant;

         "OPTION PRICE" means the amount payable for each Share on the exercise
         of an Option calculated as described in Rule 3;

         "PARTICIPATING COMPANIES" means:

                  (i) the Company; and

                  (ii) any Subsidiary, and any Holding Company which in both
                  cases is designated by the Directors as a Participating
                  Company;

         "RULES" means these rules as changed from time to time;

         "SCHEME" means this scheme known as "The ebookers.com Executive Share
         Option Scheme 1999";

         "SHARES" means fully paid ordinary shares in the capital of the
         Company;

         "SUBSIDIARY" means a company which is a subsidiary of the Company
         within the meaning given to it by Section 736 of the Companies Act
         1985;

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



                                      -1-


2        GRANT OF OPTIONS

2.1      GRANT OF OPTIONS:

         The Directors may grant to any Eligible Employee an Option to acquire
         such number of Shares as they may determine.

2.2      TIME WHEN OPTIONS MAY BE GRANTED

         Options may be granted at any time before the tenth anniversary of the
         adoption of the Scheme by the Directors.

2.3      CONDITIONS ON EXERCISE:

         2.3.1    When granting an Option, the Directors may make its exercise
                  conditional on the satisfaction of certain Conditions. The
                  Conditions must be objective and specified at the Date of
                  Grant.

         2.3.2    The Directors may change or waive the Conditions in accordance
                  with the terms of the Conditions or if events occur which
                  cause the Directors reasonably to consider that:

                  o        the changed Conditions would be a fairer measure of
                           performance and would be no more difficult to satisfy
                           than the existing Conditions: or

                  o        the existing Conditions should be waived.

2.4      OPTION CERTIFICATES:

         Each Optionholder will receive an option certificate, executed as a
         deed, on or as soon as practicable after the Date of Grant. The
         Directors will set the form of the Option Certificate, but it must be
         consistent with these Rules.

2.5      NO PAYMENT:

         Optionholders are not required to pay for the grant of any Option.

2.6      DISCLAIMER OF OPTION:

         Any Optionholder may disclaim all or part of his Option by notice in
         writing to the Secretary of the Company, within 30 days after the Date
         of Grant. If this happens the Option will be deemed never to have been
         granted under the Scheme. No consideration is payable for the
         disclaimer.

2.7      DISPOSAL RESTRICTIONS:

         Except for the transmission of an Option on the death of an
         Optionholder to his personal representatives, neither an Option nor any
         rights in respect of it may be transferred, assigned or otherwise
         disposed of by an Optionholder to any other person.

3        OPTION PRICE

3.1      SETTING THE PRICE:

         The Directors will set the Option Price and state it at the Date of
         Grant. If the Shares are to be subscribed, the Option Price will be not
         less than the nominal value of a Share.



                                      -2-


4        SCHEME LIMIT

4.1      14.5 PER CENT. 10 YEAR LIMIT:

         The number of Shares which may be allocated under the Scheme on any day
         will not exceed an amount equal to 14.5 per cent. of the ordinary share
         capital of the Company in issue on that day, when added to the total
         number of shares which have been allocated in the previous 10 years
         under the Scheme.

5        VARIATIONS IN SHARE CAPITAL

5.1      ADJUSTMENT OF OPTIONS:

         It may happen that there is a variation in the equity share capital of
         the Company, including a capitalisation or rights issue, sub-division,
         consolidation or reduction of share capital. If this happens, the
         Directors may adjust the following in any way (including retrospective
         adjustments):

         5.1.1    the number or nominal amount of Shares comprised in each
                  Option; and

         5.1.2    the Option Price.

5.2      NOMINAL VALUE:

         The Option Price of an Option to acquire Shares may be adjusted to a
         price for each Share less than its nominal value. The Option Price of
         an Option to subscribe for Shares may only be adjusted to a price for
         each Share less than its nominal value, only if the Directors resolve
         to capitalise the reserves of the Company in an amount equal to the
         difference between the adjusted Option Price payable for the Shares to
         be issued on exercise, and the nominal value of such Shares on the date
         of allotment of the Shares.

5.3      DEMERGERS

         Options may also be adjusted as described in Rule 5.1 if the Company
         makes an exempt distribution by virtue of Section 213 of the Taxes Act
         or other distribution in specie including a demerger.

5.4      NOTICE:

         The Directors may notify Optionholders of any adjustment made under
         this Rule 5.

6        (1)EXERCISE AND LAPSE - GENERAL RULES

6.1      EXERCISE:

         Except where exercise is allowed as described in Rule 7, an Option can
         only be exercised:

         6.1.1    on or after the date as may be specified on the Date of Grant;

         6.1.2    so long as the Optionholder is a director or employee of a
                  Member of the Group and

         6.1.3    provided any conditions imposed in accordance with Rule 2.3
                  have been satisfied.

--------------
(1)      Amended by resolution of the Directors dated 30 July 2003 and 28 August
         2003 in respect of Options granted on or after 28 August 2003


                                      -3-


6.2      LAPSE:

         An Option will lapse on the earliest of:

         6.2.1    the date the Optionholder ceases to be a director or employee
                  of a Member of the Group, unless any of the provisions in Rule
                  7 apply in which case Options will lapse in accordance with
                  the first Rule which applies to any situation; or

         6.2.2    the expiry of the Option Period, unless Rule 7.2 applies
                  (death).

         For the purposes of Rule 6.2.1 above:

                  (i)      a woman who leaves employment due to pregnancy will
                           be regarded as having left employment on the date on
                           which she indicates that she does not intend to
                           return to work. If there is no such indication she
                           will be regarded as having left employment on the
                           last day on which she is entitled to return to work
                           under the Employment Rights Act 1996 or other
                           relevant national legislation or, if later, any other
                           date specified in her terms of employment;

                  (ii)     an Optionholder will not be treated as ceasing to be
                           a director or employee of a Member of the Group if on
                           that date he is employed by another Member of the
                           Group.

7        EXERCISE AND LAPSE - EXCEPTIONS TO THE GENERAL RULES

7.1      (2)CESSATION OF EMPLOYMENT:

         7.1.1    If an Optionholder ceases to be a director or an employee of
                  any Member of the Group for any of the reasons set out below,
                  he may exercise his Options to the extent that they have
                  vested in accordance with Rule 6.1 at the date of cessation
                  during the period of 6 months following the date of cessation.
                  The Directors may, however, extend this period at their
                  discretion up to the normal date of lapse of the Option under
                  Rule 6.2 above. The reasons are:

                  (i)      ill-health, injury, disability or redundancy (within
                           the meaning of the Employment Rights Act 1996) or
                           other applicable legislation; or

                  (ii)     retirement following the terms of an Optionholder's
                           contract of employment;

                  (iii)    early retirement by agreement with the Optionholder's
                           employer;

                  (iv)     the Optionholder's employing company ceasing to be
                           under the Control of the Company;

                  (v)      a transfer of the undertaking, or the part of the
                           undertaking in which the Optionholder, works to a
                           person who is neither under the Control of the
                           Company nor a Member of the Group.

                  To the extent that the Options held by such an Optionholder
                  are unvested at the date of cessation, they shall lapse on the
                  date of cessation, save that the Directors may in their
                  discretion, acting fairly and reasonably, determine that they
                  may be exercised to such extent as the Directors may allow
                  during the period of 6 months after the date of cessation (or
                  such other period as the Directors may determine), after which
                  they shall lapse.



                                      -4-


                  Subject to Rule 7.1.2 and 7.1.3, if an Optionholder ceases to
                  be a director or an employee of any Member of the Group for
                  any reason other than those set out above, the Options
                  (whether vested or unvested) shall lapse on the date of
                  cessation, save that the Directors may in their discretion,
                  acting fairly and reasonably, determine that the Options may
                  be exercised to such extent as the Directors may allow during
                  a period specified by them. This period may, but need not, be
                  the same as the period set out in this Rule 7.1.1.

         7.1.2    If an Optionholder elects to resign his position as a director
                  or employee of a Member of the Group all his Options (whether
                  vested or unvested) will lapse on the date of cessation of
                  employment.

         7.1.3    If an Optionholder ceases to be a director or employee of any
                  Member of the Group for reasons involving misconduct or poor
                  performance all his Options (whether vested or unvested) will
                  lapse on the date the directors notify the Optionholder of
                  such cessation. The decision of the Directors on this matter
                  will be conclusive.

         7.1.4    To the extent that any Option exercisable under this Rule 7.1

                  (i)      cannot be exercised after the end of the Option
                           Period; or

                  (ii)     is not exercised within the period specified,

                  it will lapse at the end of the relevant period.

7.2      (3)DEATH:

         If an Optionholder dies, his Options may be exercised to the extent
         that they have vested in accordance with Rule 6.1 at the date of death
         by his personal representatives within one year of his death. To the
         extent that any Option exercisable under this Rule 7.2 is not so
         exercised, it will lapse at the end of the one year period.

         To the extent that the Options are unvested at the date of death, they
         shall lapse on the date of death, save that the Directors may in their
         discretion, acting fairly and reasonably, determine that they may be
         exercised to such extent as the Directors may allow during the period
         of one year after the date of death (or such shorter period as the
         Directors may determine), after which they shall lapse.

7.3      TAKEOVERS:

         It may happen that, as a result of any offer made to the holders of
         Shares, the Directors become aware that the right to cast more than 50
         per cent. of the votes which may ordinarily be cast on a poll at a
         general meeting of the Company has or will become vested in the
         offeror, any company controlled by the offeror and any person
         associated with or acting in concert with the offeror. If this happens,
         the Directors will notify every Optionholder of this within 14 days of
         becoming so aware.

         Each Optionholder will be entitled at any time during the Change of
         Control Period (see below) to exercise those Options, which have vested
         and to exercise 50% of those options which will vest within 2 years of
         the date of change of control. The Options will only lapse at the end
         of

------------
2        Amended by resolution of the Directors dated 30 July 2003 and 28 August
         2003 in respect of Options granted on or after 28 August 2003.
3        Amended by resolution of the Directors dated 30 July 2003 and 28 August
         2003 in respect of Options granted on or after 28 August 2003.


                                      -5-


         the Change of Control Period if the Directors give notice to the
         Optionholder before the end of the Change of Control Period specifying
         that the Options will lapse.

         "CHANGE OF CONTROL PERIOD" means whichever of the two periods set out
         below ends first:

         7.3.1    3 months starting on the later of:

                  (i)      the date of the Directors' notification under this
                           Rule 7.3, and

                  (ii)     the date on which the person making the offer obtains
                           Control of the Company.

         7.3.2    21 days starting on the date on which a notice has, or could
                  have been given, under Sections 429(1) or (2) and 430A(3) of
                  the Companies Act 1985 to or by any member of the Company.

         The Directors will, as soon as possible, notify every Optionholder of
         the last date of the Change of Control Period.

7.4      COMPANY RECONSTRUCTIONS:

         It may happen that under Section 425 of the Companies Act 1985 a court
         directs that a meeting of the holders of Shares be convened to consider
         a scheme of arrangement involving the reconstruction of the Company or
         its amalgamation with any other company or companies. If this happens:

         7.4.1    Optionholders may conditionally exercise their Options from
                  the day on which the court orders a shareholders' meeting to
                  12 noon on the day before the day of that meeting. Any Option
                  not exercised by the end of that period will become
                  unexercisable and will lapse; and

         7.4.2    the Directors will try to arrange for the proposals relating
                  to the holders of the Shares, to apply to each Optionholder
                  who will have conditionally exercised his Options before 12
                  noon on the day before the day of the shareholders' meeting.

7.5      DEMERGERS AND OTHER SIGNIFICANT DISTRIBUTIONS:

         It may happen that the Directors become aware that the Company is or is
         expected to be affected by any demerger, dividend in specie, super
         dividend or other transaction which, in the opinion of the Directors,
         would affect the current or future value of any Option. If this
         happens, the Directors, may, acting fairly, reasonably and objectively,
         in their discretion, allow some or all Options to be exercised. The
         Directors will specify the period of exercise of such Options and
         whether the Options will lapse at the end of the period. In exercising
         their discretion, the Directors may take into account considerations
         relating to the Company and other Members of the Group, and other
         employees and Optionholders.

         The Directors will notify any Optionholder who is affected by the
         Directors exercising their discretion under this Rule.

7.6      WINDING-UP:

         7.6.1    It may happen that notice is duly given to Members of a
                  resolution for the voluntary winding-up of the Company. If
                  this happens, Options may be exercised until the start of the
                  winding-up within the meaning of the Insolvency Act 1986 (but
                  the exercise of any Option in these circumstances will be of
                  no effect if the resolution is not passed). All Options will
                  lapse on a winding-up of the Company unless exercised before
                  the winding-up starts.



                                      -6-


         7.6.2    It may happen the Company is wound-up by the court. If this
                  happens, Options may be exercised within 2 months after the
                  date of the winding-up order. However, the liquidator or the
                  court (if appropriate) must authorise the issue of Shares
                  after such exercise, and the Optionholder must apply for this
                  authority and pay his application costs. Any Options not
                  exercised during the 2 month period will lapse at the end of
                  the period.

7.7      OVERSEAS TRANSFER:

         It may happen that an Optionholder is transferred to work in another
         country, still continues to hold an office or employment with a Member
         of the Group. and, as a result of that transfer, the Optionholder may
         either:

         7.7.1    suffer a tax disadvantage in relation to his Options (this
                  being shown to the satisfaction of the Directors); or

         7.7.2    become subject to restrictions on his ability to exercise his
                  Options or to hold or deal in the Shares or the proceeds of
                  the sale of the Shares acquired on exercise because of the
                  security laws or exchange control laws of the country to which
                  he is transferred.

         If this happens, the Optionholder may exercise the Option during the
         period starting 3 months before and ending 3 months after the transfer
         takes place. If he does not exercise his Options, following this Rule,
         the usual exercise Rules will apply to them at the appropriate times.

7.8      PRIORITY:

         If there is any conflict between any of the provisions of Rules 6 and
         7, the provision which results in the shortest exercise period or the
         earliest lapse of the Option or both will prevail.

8        EXERCISE OF OPTIONS

8.1      EXERCISE:

         An Optionholder can exercise his Option validly only in the way
         described in, and subject to, this Rule 8.

8.2      MANNER OF EXERCISE:

         Options must be exercised by notice in writing delivered to the
         Secretary of the Company or other duly appointed agent. The notice of
         exercise of the Option must be completed, signed by the Optionholder or
         by his appointed agent, and must be accompanied by:

         8.2.1    a completed Broker's form; or the relevant option certificate;
                  and correct payment in full of the Option Price for the number
                  of Shares being acquired.

8.3      OPTION EXERCISE DATE:

         8.3.1    Subject to Rule 8.3.2 the Option Exercise Date will be the
                  date of receipt by the Secretary of the Company of the
                  documents and payment referred to in Rule 8.2

         8.3.2    It may happen that any statute, regulation or code adopted by
                  the Company prohibits the exercise of Options, or the Company
                  Secretary reasonably believes it so prohibits. If this
                  happens, the date of exercise will be either the date
                  described in Rule 8.3, or, if later, the date when the
                  Optionholder is permitted or the Company Secretary believes



                                      -7-


                  the Optionholder is permitted to exercise an Option. However,
                  this Rule does not extend any period in which an Option is
                  exercisable.

8.4      ISSUE OR TRANSFER:

         Subject to Rule 8.6 (consents):

         8.4.1    Shares to be issued following the exercise of an Option will
                  be issued within 30 days of the Option Exercise Date.

         8.4.2    The Directors will procure the transfer of Shares to be
                  transferred following the exercise of an Option within 30 days
                  of the Option Exercise Date.

8.5      RIGHTS:

         8.5.1    Shares issued on the exercise of an Option will rank equally
                  in all respects with the Shares in issue on the date of
                  allotment. They will not rank for any rights attaching to
                  Shares by reference to a record date preceding the date of
                  allotment.

         8.5.2    Where Shares are to be transferred on the exercise of an
                  Option, Optionholders will be entitled to all rights attaching
                  to the Shares by reference to a record date on or after the
                  transfer date. They will not be entitled to rights before that
                  date.

8.6      CONSENTS:

         All allotments, issues and transfers of Shares will be subject to any
         necessary consents under any relevant enactments or regulations for the
         time being in force in the United Kingdom or elsewhere. The
         Optionholder will be responsible for complying with any requirements to
         be fulfilled in order to obtain or avoid the necessity for any such
         consent.

8.7      ARTICLES OF ASSOCIATION:

         Any Shares acquired on the exercise of Options will be subject to the
         Articles of Association of the Company from time to time in force.

8.8      (4)EQUITY SETTLED OPTION

         8.8.1    If the Company so determines at any time before exercise, in
                  respect of any Option granted otherwise than in accordance
                  with the Approved Schedule, it may invoke the equity settled
                  option set out in this Rule 8.8.

         8.8.2    If this is the case, the Company shall notify the Optionholder
                  in writing and, on exercise of the Option in accordance with
                  Rule 8.2, shall issue such number of Shares to the
                  Optionholder, subject to any deductions made in accordance
                  with Rule 9.10, as represents the difference between the
                  Market Value of a Share on the Option Exercise Date and the
                  Option Price.

         8.8.3    In such circumstances, the amount of the aggregate Option
                  Price paid by the Optionholder in accordance with Rule 8.2
                  will be returned to the Optionholder in full.

         8.8.4    If this Rule applies, any reference to Shares will be to such
                  number of Shares as calculated in accordance with this Rule
                  8.8.

         8.8.5    For the purposes of this Rule 8.8, "MARKET VALUE" on any
                  particular day means:

-------------
(4)      Amended by resolution of the Directors dated 30 July 2003 in respect of
         Options granted on or after that date.

                                      -8-


                  (i)      where Shares of the same class are not quoted on the
                           London Stock Exchange or the New York Stock Exchange,
                           the market value of a share calculated as described
                           in Part VIII of the Taxation of Chargeable Gains Act
                           1992 and agreed in advance with the Shares Valuation
                           Division of the Inland Revenue; and

                  (ii)     where Shares of the same class are so listed, the
                           average of the middle market quotations derived from
                           the daily list on the three immediately preceding
                           Business Days.

9        GENERAL

9.1      NOTICES:

         Any notice or other document which has to be given under or in
         connection with the Scheme may be delivered to an Optionholder or sent
         by post to him at his home address according to the records of his
         employing company or such other address which the Company considers
         appropriate. Any notice or other document which has to be given to the
         Company under or in connection with the Scheme may be delivered or sent
         by post to it at its registered office (or such other place as the
         Directors may from time to time decide and notify to Optionholders).
         Notices sent by post will be deemed to have been given on the second
         day after the date of posting. However, notices sent by or to an
         Optionholder who is working outside of the UK will be deemed to have
         been given on the seventh day after the date of posting.

9.2      DOCUMENTS SENT TO SHAREHOLDERS:

         The Company may send to Optionholders copies of any documents or
         notices normally sent to the holders of its Shares, at the same time as
         issuing them to the holders of its Shares.

9.3      AVAILABILITY OF SHARES:

         The Company will keep available for allotment sufficient unissued
         Shares for all Options under which Shares may be subscribed or will
         procure that sufficient Shares are available for transfer for all
         Options under which Shares may be acquired.

9.4      DIRECTORS' DECISIONS FINAL AND BINDING:

         The decision of the Directors on the interpretation of the Rules or in
         any dispute relating to an Option or matter relating to the Scheme will
         be final and conclusive.

9.5      COSTS:

         The Company will pay the costs of introducing and administering the
         Scheme.

9.6      REGULATIONS:

         The Directors have the power from time to time to make or vary
         regulations for the administration and operation of the Scheme but
         these must be consistent with the Rules.

9.7      TERMS OF EMPLOYMENT:

         Nothing in this Scheme will in any way be construed as imposing on a
         Participating Company a contractual obligation as between the
         Participating Company and an Eligible Employee to offer participating
         in this Scheme.



                                      -9-


         Any person who ceases to be an employee of any Member of the Group
         because of dismissal or termination of employment (however caused) or
         who is under notice of termination of employment will in no
         circumstances be entitled to claim any compensation in respect of the
         operation of the Scheme or the provisions of any tax laws. If necessary
         that person's terms of employment will be varied accordingly.

9.8      REPLACEMENT OPTION CERTIFICATES:

         If any option certificate is worn out, defaced or lost, the Directors
         may replace it on such conditions as they wish to set. If an Option is
         exercised in part, and the balance remains exercisable, the Directors
         may provide the Optionholder with a balance certificate.

9.9      EMPLOYEE TRUST:

         The Company and any Subsidiary of the Company may provide money to the
         trustee of any trust or any other person to enable them or him to
         acquire shares to be held for the purposes of the Scheme, or enter into
         any guarantee or indemnity for those purposes, to the extent permitted
         by Section 153 of the Companies Act 1985.

9.10     WITHHOLDING:

         The Company, any employing company or the trustees of any employee
         benefit trust may withhold any amount and make any such arrangements as
         it considers necessary to meet any liability to taxation or social
         security contributions in respect of Options granted to the
         Optionholder pursuant to this Scheme including, where it is lawful, any
         liability of any employing company for National Insurance Contributions
         arising as a result of exercise of an option. These arrangements may
         include the sale of any Shares on behalf of an Optionholder, unless the
         Optionholder discharges the liability himself.

10       CHANGING THE SCHEME AND TERMINATION

10.1     DIRECTORS' POWERS:

         The Directors may change the Scheme and the terms of Options as they
         think fit PROVIDED THAT no changes may be made to the Scheme after the
         Inland Revenue Approved Schedule to the Scheme has been approved under
         Parts I, II and IV of Schedule 9 to the Taxes Act which would affect
         the Schedule or any Options granted under it without obtaining the
         prior consent of the Inland Revenue.

10.2     OVERSEAS EMPLOYEES:

         Notwithstanding any other provision of the Scheme, the Directors may
         amend or add to the provisions of the Scheme and the terms of Options
         as they consider necessary or desirable to take account of, or to
         mitigate, or to comply with relevant overseas taxation, securities or
         exchange control laws, provided that the terms of Options granted to
         such Eligible Employees are not more favourable overall than the terms
         of Options granted to other Eligible Employees.

10.3     NOTICE:

         As soon as possible after making any change, the Directors will give
         written notice to any Optionholder affected by the change.



                                      -10-


10.4     TERMINATION OF THE SCHEME:

         The Directors may terminate the Scheme at any time. If this is not
         done, the Scheme will terminate on 20 October 2009 but Options granted
         before such termination will continue to be valid and exercisable as
         described in these Rules.

11       GOVERNING LAW:

         English law governs the Scheme and all Options and their construction.



                                      -11-



                 EBOOKERS.COM EXECUTIVE SHARE OPTION SCHEME 1999

                        INLAND REVENUE APPROVED SCHEDULE

The Rules of the ebookers.com Executive Share Option Scheme 1999 (the "MAIN
SCHEME") shall apply to Options granted under this Schedule, subject to the
following alterations:

1        DEFINITIONS

         The following definitions replace the definitions given for the same
         terms in the Main Scheme.

         "ELIGIBLE EMPLOYEE" means any person who EITHER is an employee of a
         Participating Company, OR is a director of a Participating Company who
         is required, under the terms of his of office or employment with a
         Participating Company, to devote not less than 25 hours a week
         excluding meal breaks and, in either case, is not excluded from
         participation in the Scheme because of paragraph 8 of Schedule 9 to the
         Taxes Act (material interest provisions);

         "PARTICIPATING COMPANIES" means

         (i)      the Company; and

         (ii)     any Subsidiary, and any other company which is permitted by
                  the Inland Revenue to participate in the Scheme, and which in
                  both cases is designated by the Directors as a Participating
                  Company;

         "SHARES" means fully paid ordinary shares in the capital of the
         Company, which comply with the requirements of paragraphs 10 to 14
         (inclusive) of Schedule 9 to the Taxes Act;

         "SUBSIDIARY" means a company which is :

         (iii)    a subsidiary of the Company within the meaning given to it by
                  Section 736 of the Companies Act 1985; and

         (iv)     under the Control of the Company

2        GRANT OF OPTIONS

         This paragraph 2 applies in addition to the Main Scheme.

         In respect of the first operation of the Scheme no Options shall be
         granted under this Schedule until it has been approved by the Inland
         Revenue.

3        OPTION PRICE

3.1      SETTING THE PRICE

         This sub-paragraph 3.1 replaces Rule 3.1 of the Main Scheme.

         The Directors will set the Option Price and state it at the Date of
         Grant. The Option Price will be:

         3.1.1    not less than the Market Value of a Share on the Date of Grant
                  or such other date as may be agreed in advance with the Inland
                  Revenue; and

         3.1.2    if the Shares are to be subscribed, not less than the nominal
                  value of a Share.

3.2      MARKET VALUE

         This sub-paragraph 3.2 applies in addition to the Main Scheme.



                                      -12-


         "MARKET VALUE" on any particular day means:

         3.2.1    where Shares of the same class are not quoted on the London
                  Stock Exchange or the New York Stock Exchange, the market
                  value of a share calculated as described in Part VIII of the
                  Taxation of Chargeable Gains Act 1992 and agreed in advance
                  with the Shares Valuation Division of the Inland Revenue; and

         3.2.2    where Shares of the same class are so listed, the average of
                  the middle market quotations derived from the daily list on
                  the three immediately preceding Business Days.

4        REVENUE APPROVAL

         This paragraph 4 applies in addition to the Main Scheme.

         For the purposes of this Schedule and Options granted under this
         Schedule, no change to the Scheme made after it has been approved under
         Parts I, II and IV of Schedule 9 to the Taxes Act will have effect
         until such change is approved by the Inland Revenue.

5        CONDITIONS ON EXERCISE

         This paragraph 5 applies in addition to the Main Scheme.

         Any conditions must be set out in documentation which documentation is
         approved in advance by the Inland Revenue.

         No Options may be granted to or exercised by any person at any time
         when he has, or has within the preceding 12 months had, a material
         interest for the purposes of paragraph 8 of Schedule 9 to the Taxes Act
         1988.

6        REVENUE LIMIT

         This paragraph 6 applies in addition to the Main Scheme.

6.1      LIMIT:

         The Directors may not grant an Option to an Eligible Employee which
         would cause the market value of the Shares subject to the Option to
         exceed the amount permitted under paragraph 28(1) of Schedule 9 to the
         Taxes Act (currently (pound)30,000). When considering whether this
         amount has been reached the Directors must take into account the market
         value of Shares subject to the Option which they intend to grant him,
         as well as the market value of shares which he may acquire on
         exercising his Options under the Scheme or his options under any other
         Inland Revenue approved scheme established by the Company or by any of
         its associated companies (as defined in Section 187 of the Taxes Act)
         but shall exclude options granted under a scheme approved under Part
         III of Schedule 9 to the Taxes Act.

6.2      ADMINISTRATIVE ERRORS:

         If the Directors try to grant an Option which is inconsistent with
         sub-paragraph 6.1, the Option will be limited and will take effect from
         the Date of Grant on a basis consistent with sub-paragraph 6.1.

7        ADJUSTMENT OF OPTIONS

         This paragraph amends Rule 5 of the Main Scheme.



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7.1      ADJUSTMENT:

         No adjustment of Options may be made under Rule 5 of the Main Scheme
         without the prior approval of the Inland Revenue.

7.2      DEMERGERS:

         Rule 5.3 of the Main Scheme shall not apply to Options granted under
         this Schedule.

8        (5)EXERCISE OF OPTIONS

         This paragraph amends Rule 8 of the main Scheme.

8.1      EQUITY SETTLED OPTIONS

         Rule 8.8 of the Main Scheme shall not apply to this Schedule or to
         Options granted under this Schedule.

9        AMENDING THE SCHEME

         This paragraph amends Rule 10.2 of the Main Scheme.

9.1      OVERSEAS EMPLOYEES:

         Rule 10.2 of the Main Scheme shall not apply to this Schedule or to
         Options granted under this Schedule.


--------------
(5)      Amended by resolution of the Directors dated 30 July 2003 in respect of
         Options granted on or after that date.



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