<PAGE>

                                                                   EXHIBIT 10.03

                    [LOGO] THE CHAIN LINK TECHNOLOGIES LTD.


                      THE CHAIN LINK TECHNOLOGIES LIMITED

                          COMPANY SHARE OPTION SCHEME




               Chain Link Technologies Ltd. Share Option Scheme

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                 RULES OF THE CHAIN LINK TECHNOLOGIES LIMITED
                          COMPANY SHARE OPTION SCHEME

0. PURPOSE.  The purpose of this Scheme is to provide incentives to attract,
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company, its Parent and Subsidiaries, by
offering them an opportunity to participate in the Company's future performance
through awards of Share Options

1. DEFINITIONS

1.1 In these Rules the following words and expressions shall have the following
meanings

"Appropriate Period"     has the same meaning as in Paragraph 15(2) of Schedule
                         9 of ICTA 1988

"Approval Date"          the date on which the Scheme is approved by the Board
                         of Inland Revenue under Schedule 9.

"Associated Company"     has the same meaning as in Section 416 of ICTA 1988.

"Auditors"               the auditors for the time being of the Company (acting
                         as experts and not as arbitrators).

"Board"                  the Board of Directors of the Company or, except in
                         Rule 10.4, a duly constituted committee thereof.

"Cause"                  Termination because of (i) any wilful material
                         violation by the Eligible Employee of any law or
                         regulation applicable to the business of the Company or
                         a Parent or Subsidiary of the Company, the Eligible
                         Employee's conviction for, or guilty plea to, a felony
                         or a crime involving moral turpitude, any wilful
                         perpetration by the Eligible Employee of a common law
                         fraud or any unlawful use by the Eligible Employee of
                         drugs or other controlled substances, (ii) the Eligible
                         Employee's commission of an act of personal dishonesty
                         which involves personal profit in connection with the
                         Company or any other entity having a business
                         relationship with the Company, (iii) any material
                         breach by the Eligible Employee of any provision of any
                         agreement or understanding between the Company and the
                         Eligible Employee regarding the terms of the Eligible
                         Employee's service as an employee, director,
                         consultant, independent contractor or adviser to the
                         Company or a Parent or Subsidiary of the Company,
                         including without limitation, the wilful and continued
                         failure or refusal of the Eligible Employee to perform
                         the material duties required of such Eligible Employee
                         as an employee, director, consultant, independent
                         contractor or adviser of the Company or a Parent or
                         Subsidiary of the Company, other than as a result of
                         having a Disability, or a breach of any applicable
                         invention assignment and confidentiality agreement or
                         similar agreement between the Company and the Eligible
                         Employee, (iv) Eligible Employee's disregard of the
                         policies of the Company so as to cause loss, damage or
                         injury to the property, reputation or employees of the
                         Company or a Parent or Subsidiary of the Company, or
                         (v) any other misconduct by the Eligible Employee which
                         is materially injurious to the financial condition or
                         business reputation of, or is otherwise materially
                         injurious to, the Company or a Parent or Subsidiary of
                         the Company.

"Company"                CHAIN LINK TECHNOLOGIES LIMITED registered in England
                         No. 3810163 by whatever name known from time to time

"Control"                has the same meaning as in Section 840 of ICTA1988.

"Date of Grant"          the date on which an Option is, was, or is to be
                         granted under the Scheme.


               Chain Link Technologies Ltd. Share Option Scheme

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"Disability"             a disability, whether temporary or permanent, partial
                         or total, as determined by the Board.

"Eligible Employee"      any director of any Participating Company who is
                         required to devote to his duties not less than 25 hours
                         per week (excluding meal breaks) or any employee (other
                         than one who is a director) of any Participating
                         Company, provided that the director or employee is not
                         precluded by paragraph 8 of Schedule 9 from
                         participating in the Scheme.

"Expiration Date"        the date specified as such in the applicable Option
                         Certificate and on which date the Option shall expire.

"First Vesting Date"     the date specified as such in the applicable Option
                         Certificate and before which date the Option shall not
                         vest nor be exercisable.

"ICTA 1988"              The Income and Corporation Taxes Act 1988.

"Market Value"           On any day the market value of a Share determined in
                         accordance with the provisions of Part Vlll of the
                         Taxation of Chargeable Gains Act 1992 and agreed for
                         the purposes of the Scheme with the Inland Revenue
                         Shares Valuation Division on or before that day.

"Option"                 a right to subscribe for Shares granted (or to be
                         granted) in accordance with the Rules of this Scheme

"Option Holder"          an individual to whom an Option has been granted or his
                         personal representatives.

"Participating Company"  the Company and any other company of which the Company
                         has Control and which is for the time being nominated
                         by the Board to be a Participating Company .

"Schedule 9"             Schedule 9 ICTA 1988.

"Scheme"                 the employee share option scheme constituted and
                         governed by these rules as from time to time amended.

"Share"                  a $0.001 Common Stock share in the capital of CHAIN
                         LINK TECHNOLOGIES INC, (incorporated in Delaware,
                         U.S.A.), which satisfies the conditions specified in
                         paragraphs 10-14 inclusive of Schedule 9.

"Subscription Price"     the price at which each Share subject to an Option may
                         be acquired on the exercise of that Option determined
                         in accordance with Rule 2.

"Subsisting Option"      an option which has neither lapsed nor been exercised.

"Termination" or         means with respect to an Eligible Employee, that the
"Terminated"             Eligible Employee has for any reason ceased to provide
"Termination Date"       services as an employee, officer, director or
                         consultant to the Company or a Parent or Subsidiary of
                         the Company. An employee will not be deemed to have
                         ceased to provide services in the case of (i) sick
                         leave, (ii) statutory leave, or (iii) any other leave
                         of absence approved by the Committee, provided that
                         such leave is for a period of not more than 90 days
                         unless reemployment upon the expiration of such leave
                         is guaranteed by contract or statute, or unless
                         provided otherwise pursuant to formal policy adopted
                         from time to time by the Company and issued and
                         promulgated to employees in writing. In the case of any
                         employee on an approved leave of absence, the Committee
                         may make such provisions respecting suspension of
                         vesting of the Option while on leave from the employ of
                         the Company or a Subsidiary as it may deem appropriate,
                         except that in no event may an Option be exercised
                         after


               Chain Link Technologies Ltd. Share Option Scheme

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                         the expiration of the term set forth in the Option
                         Certificate. The Committee will have sole discretion to
                         determine whether an Eligible Employee has ceased to
                         provide services and the effective date on which the
                         Eligible Employee ceased to provide services (the
                         "Termination Date").

1.2  Where the context so admits the singular shall include the plural and vice
versa and the masculine shall include the feminine.
1.3  Any reference in the Scheme to any enactment includes a reference to that
enactment as from time to time modified, extended or re-enacted.
1.4  These rules are governed by and shall be construed in accordance with the
law of England and references herein to any statutes or statutory instruments or
any part or parts thereof are references to statutes or statutory instruments of
the United Kingdom unless otherwise specified.
1.5  These rules, together with all the model documents attached hereto,
constitute the entire agreement and understanding of the parties with respect to
the subject matter of the CHAIN LINK TECHNOLOGIES LIMITED COMPANY SHARE OPTION
SCHEME, and supersede all prior understandings and agreements, whether oral or
written, between the parties hereto with respect to the specific subject matter
hereof.

2. INVITATION TO APPLY FOR OPTIONS

2.1  At any time or times not earlier than the Approval Date the Board may in
its absolute discretion select any number of individuals who may at the intended
Date of Grant be Eligible Employees and invite them to apply for the grant of
Options to acquire Shares in CHAIN LINK TECHNOLOGIES INC.
2.2  Each invitation shall specify
i.   the date (being neither earlier than 7 nor later than 14 days after the
issue of the invitation) by which an application must be made,
ii.  the maximum number of Shares over which that individual may on that
occasion apply for an Option, being determined at the absolute discretion of the
Board save that it shall not be so large that the grant of the Option over that
number of Shares would cause the limit specified in Rule 5.1 to be exceeded,
iii. the Subscription Price at which Shares may be acquired on the exercise of
any Option granted in response to the application,
iv.  the First Vesting Date, and
v.   the Expiration Date
2.3  Each invitation shall be accompanied by an application in such form, not
inconsistent with these Rules, as the Board may determine.
2.4
i.   The Subscription Price shall not be less than the nominal value of a Share.
ii.  Subject to Rule 8, the Subscription Price shall not be less than the Market
Value of a Share on the day the invitation to apply for an Option was issued
pursuant to Rule 2.1.


3. APPLICATIONS FOR OPTIONS

3.1  Not later than the date specified in the invitation each Eligible Employee
to whom an invitation has been issued in accordance with Rule 2 above may apply
to the Board, using the application form supplied, for an Option over a number
of Shares not exceeding the number specified in the invitation .


4. GRANT OF OPTIONS

4.1  Not later than the twenty-first day following the issue of invitations the
Board may grant to each applicant who is still an Eligible Employee an Option
over the number of Shares specified in his application.
4.2  As soon as possible after Options have been granted the Board shall issue
an option certificate in respect of each Option in such form, not inconsistent
with these Rules, as the Board may determine.
4.3  No Option may be transferred, assigned or charged and any purported
transfer, assignment or charge shall cause the Option to lapse forthwith. Each
option certificate shall carry a statement to this effect.
4.4  Subject to Rules 8 and 15, the total number of Shares reserved and
available for grant and issuance pursuant to this Sceme will be 750,000 ( seven
hundred and fifty thousand) Shares or such lesser number of Shares as permitted
under Section 260.140.45 of Title 10 of the California Code of Regulations.
Subject Rules 8 and 15, Shares that: (a) are subject to issuance upon exercise
of an Option but cease to be subject to such Option for any reason other than
exercise of such Option or (b) are subject to an Option that otherwise
terminates without Shares being issued will again be available for grant and
issuance in connection with future Options under this Plan. At all times the
Company will reserve and keep available a sufficient number of Shares as will be
required to satisfy the requirements of all Options granted under this Plan.

               Chain Link Technologies Ltd. Share Option Scheme

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5. LIMITATIONS ON GRANTS

5.1  Any option granted to an Eligible Employee shall be limited and take effect
so that the aggregate Market Value of Shares subject to that Option, when
aggregated with the Market Value of shares subject to Subsisting Options, shall
not exceed (Pounds)30,000.
5.2  For the purposes of Rule 5.1
i.   Options shall include all Options granted under this Scheme and all options
granted under any other scheme, not being a savings-related share option scheme,
approved under Schedule 9 and established by the Company or any Associated
Company thereof.
ii.  The Market Value of shares shall be calculated as at the time the options
in relation to those shares were granted or such earlier time as may have been
agreed in writing with the Board of Inland Revenue.


6. EXERCISE OF OPTIONS

6.1  Subject to Rule 9 below, and provided the Eligible Employee continues to
provide services to the Company or any Subsidiary or Parent of the Company, any
Option which has not lapsed will become vested and exercisable as to portions of
the Shares as follows:
(i)  the Option shall not vest nor be exercisable with respect to any of the
Shares until the First Vesting Date; (ii) on the First Vesting Date the Option
will become vested and exercisable as to twenty-five percent (25%) of the
Shares; (iii) thereafter at the end of each full succeeding month the Option
will become vested and exercisable as to 2.08% of the Shares until the Shares
are vested with respect to one hundred percent (100%) of the Shares.  If
application of the vesting percentage causes a fractional share, such share
shall be rounded down to the nearest whole share for each month except for the
last month in such vesting period, at the end of which last month this Option
shall become exercisable for the full remainder of the Shares.

6.2  An Option shall lapse on the earliest of the following dates or events, or
earlier as provided elsewhere in these rules
i.   the Expiration Date
ii.  the Option Holder being adjudicated bankrupt
iii. the tenth anniversary of the date the Option is granted.

7. TERMINATION

7.1  If the Eligible Employee is terminated for any reason, except death,
Disability or Cause, the Option, to the extent (and only to the extent) that it
would have been exercisable by the Eligible Employee on the Termination Date,
may be exercised by the Eligible Employee, no later than three (3) months after
the Termination Date, but in any event no later than the Expiration Date.
7.2  If the Eligible Employee is terminated because of death or Disability of
the Eligible Employee (or the Eligible Employee dies within three (3) months of
termination when termination is for any reason other than the Eligible
Employee's disability or for cause) the Option, to the extent that it is
exercisable by the Eligible Employee on the Termination Date, may be exercised
by the Eligible Employee (or the Eligible Employee's legal representative), no
later than twelve (12) months after the Termination Date, but in any event no
later than the Expiration Date.
7.3  If the Eligible Employee is terminated for Cause, then the Option will
expire on The Eligible Employee's Termination Date, or at such later time and on
such conditions as are determined by the Board.
7.4  Nothing in the rules shall confer on the Eligible Employee any right to
continue in the employ of, or other relationship with, the Company or any Parent
or Subsidiary of the Company, or limit in any way the right of the Company or
any Parent or Subsidiary of the Company to terminate the Eligible Employee's
employment or other relationship at any time, with or without Cause.


               Chain Link Technologies Ltd. Share Option Scheme

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8. VARIATION OF SHARE CAPITAL

In the event of any variation of the share capital of the CHAIN LINK
TECHNOLOGIES INC by way of capitalisation or rights issue, consolidation,
subdivision or reduction of capital or otherwise, the number of Shares subject
to any Option and the Subscription Price for each of those Shares shall be
adjusted in such manner as the Auditors confirm in writing to be fair and
reasonable provided that i. the aggregate amount payable on the exercise of an
Option in full is not increased
ii. the Subscription Price for a Share is not reduced below its nominal value
iii. no adjustment shall be made without the prior approval of the Board of
Inland Revenue and
iv. following the adjustment the Shares continue to satisfy the conditions
specified in paragraphs 10 to 14 inclusive of Schedule 9.


9. MANNER OF EXERCISE OF OPTIONS

9.1 No Option may be exercised by an individual at any time when he is precluded
by paragraph 8 of Schedule 9 from participating in the Scheme.
9.2 No Option may be exercised at any time when the shares which may be thereby
acquired do not satisfy the conditions specified in paragraphs 10-14 of Schedule
9.
9.3 An Option shall be exercised by the Option Holder giving notice to the
Company in writing of the number of Shares in respect of which he wishes to
exercise the Option accompanied by the appropriate payment and the relevant
option certificate and shall be effective on the date of its receipt by the
Company.
9.4 Shares shall be allotted and issued pursuant to a notice of exercise within
30 days of the date of exercise and a definitive share certificate issued to the
Option Holder in respect thereof. Save for any rights determined by reference to
a date preceding the date of allotment, such Shares shall rank pari passu with
the other shares of the same class in issue at the date of allotment.
9.5 When an Option is exercised only in part, the balance shall remain
exercisable on the same terms as originally applied to the whole Option and a
new option certificate shall be issued accordingly by the CHAIN LINK
TECHNOLOGIES INC as soon as possible after the partial exercise.


10. ADMINISTRATION AND AMENDMENT

10.1 The Scheme shall be administered by the Board whose decision on all
disputes shall be final.
10.2 The Board may from time to time amend these Rules provided that:
i. no amendment may materially affect an Option Holder as regards an Option
granted prior to the amendment being made
ii. no amendment may be made which would make the terms on which Options may be
granted materially more generous or would increase the limit specified in Rule
5.1 without the prior approval of the Company in general meeting and iii. no
amendment shall have effect until approved by the Board of Inland Revenue.
10.3 The cost of establishing and operating the Scheme shall be borne by the
Participating Companies in such proportions as the Board shall determine.
10.4 The Board may establish a committee consisting of not less than three Board
members to whom any or all of its powers in relation to the Scheme may be
delegated. The Board may at any time dissolve the Committee, alter its
constitution or direct the manner in which it shall act.
10.5 Any notice or other communication under or in connection with the Scheme
may be given by the Company either personally or by post to the secretary; items
sent by post shall be prepaid and shall be deemed to have been received 72 hours
after posting.
10.6 The CHAIN LINK TECHNOLOGIES INC shall at all times keep available
sufficient authorised and unissued Shares to satisfy the exercise to the full
extent still possible of all Options which have neither lapsed nor been fully
exercised, taking account of any other obligations of the CHAIN LINK
TECHNOLOGIES INC to issue unissued Shares.


11. WITHOLDING TAXES

Whenever Shares are to be issued in satisfaction of Options granted under this
Scheme, the Company may require the Option Holder to remit to the Company an
amount sufficient to satisfy any withholding tax requirements prior to the
delivery of any certificate or certificates for such Shares.


               Chain Link Technologies Ltd. Share Option Scheme

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12. PRIVILEGES OF SHARE OWNERSHIP: VOTING AND DIVIDENDS

No Option Holder will have any of the rights of a shareholder with respect to
any Shares until the Shares are issued to the Option Holder. After Shares are
issued to the Option Holder, the Option Holder will be a shareholder and have
all the rights of a shareholder with respect to such Shares, including the right
to vote and receive all dividends or other distributions made or paid with
respect to such Shares.


13.  TRANSFERABILITY

Options granted under this Scheme, and any interest therein, will not be
transferable or assignable by the Eligible Employee, and may not be made subject
to execution, attachment or similar process, otherwise than by will or by the
laws of descent and distribution. During the lifetime of the Eligible Employee
an Option will be exercisable only by the Eligible Employee, and any elections
with respect to an Option may be made only by the Eligible Employee.


14. NO OBLIGATION TO EMPLOY

Nothing in this Scheme or any Option granted under this Scheme will confer or be
deemed to confer on any Option Holder any right to continue in the employ of, or
to continue any other relationship with, the Company or any Parent or Subsidiary
of the Company or limit in any way the right of the Company or any Parent or
Subsidiary of the Company to terminate Option Holder's employment or other
relationship at any time, with or without Cause.


15. TAKEOVERS AND LIQUIDATIONS

15.1 If any person obtains Control of CHAIN LINK TECHNOLOGIES INC as a result of
making

i. a general offer to acquire the whole of the issued share capital of CHAIN
LINK TECHNOLOGIES INC which is made on a condition such that if it is satisfied
the person making the offer will have Control of CHAIN LINK TECHNOLOGIES INC or

ii. a general offer to acquire all the shares in CHAIN LINK TECHNOLOGIES INC
which are of the same class as the Shares

then any Subsisting Option may subject to Rule 15.4 below be exercised within
six months of the time when the person making the offer has obtained Control of
CHAIN LINK TECHNOLOGIES INC and any condition subject to which the offer is made
has been satisfied.

15.2 If under Section 425 of the Companies Act 1985 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 with any other
company or companies, any Subsisting Option may subject to Rule 15.4 below be
exercised within six months of the Court sanctioning the compromise or
arrangement.

15.3 If any person becomes bound or entitled to acquire shares in the Company
under Section 428 to 430 of the said Act of 1985 any Subsisting Option may
subject to Rule 15.4 below be exercised at any time when that person remains so
bound or entitled.

15.4 If as a result of the events specified in Rules 15.1 or 15.2 a company has
obtained Control of CHAIN LINK TECHNOLOGIES INC or of the Company, or if a
company has become bound or entitled as mentioned in Rule 15.3, the Option
Holder may, by agreement with that other company (the "Acquiring Company"),
within the Appropriate Period, release each Subsisting Option (the "Old Option")
for an option (the "New Option") which satisfies the conditions that it

i. is over shares in the Acquiring Company or some other company falling within
paragraph (b) or paragraph (c) of Paragraph 10, Schedule 9 which satisfy the
conditions specified in Paragraphs 10 to 14 inclusive of Schedule 9

ii. is a right to acquire such number of such shares as has on acquisition of
the New Option an aggregate Market Value equal to the aggregate Market Value of
the shares subject to the Old Option on its release

               Chain Link Technologies Ltd. Share Option Scheme

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iii. has a subscription price per share such that the aggregate price payable on
the complete exercise equals the aggregate price which would have been payable
on complete exercise of the Old Option and

iv. is otherwise identical in terms to the Old Option.
The New Option shall, for all other purposes of this scheme, be treated as
having been acquired at the same time as the Old Option.

Where any New Options are granted pursuant to this clause 15.4, Rules 4.3, 6, 8,
9, 10.1, 10.3 to 10.6, and 15 shall, in relation to the New Options, be
construed as if references to the CHAIN LINK TECHNOLOGIES INC or the Company (as
appropriate) and to the Shares were references to the Acquiring Company or, as
the case may be, to the other company to whose shares the New Options relate,
and to the shares in that other company, but references to Participating Company
shall continue to be construed as if references to the Company were references
to CHAIN LINK TECHNOLOGIES INC or to CHAIN LINK TECHNOLOGIES LIMITED (as
appropriate).

15.5 If the to CHAIN LINK TECHNOLOGIES INC or Company passes a resolution for
voluntary winding up, any Subsisting Option may be exercised within six months
of the passing of the resolution.

15.6 For the purposes of this Rule 15, other than Rule 15.4, a person shall be
deemed to have obtained Control of a company if he and others acting in concert
with him have together obtained Control of it.

15.7 The exercise of an Option pursuant to the preceding provisions of this Rule
15 shall be subject to the provisions of Rule 9 above.

15.8 Where in accordance with Rule 15.4 Subsisting Options are released and New
Options granted the New Options shall not be exercisable in accordance with Rule
15.1, 15.2, and 15.3 above by virtue of the event by reason of which the New
Options were granted.

               Chain Link Technologies Ltd. Share Option Scheme

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MODEL LETTER OF INVITATION



ON LETTERHEAD OF CHAIN LINK TECHNOLOGIES LIMITED


NAME_________________________________
ADDRESS______________________________
_______________________________________
_______________________________________
_______________________________________
Date ___________________



Dear ___________________

THE CHAIN LINK TECHNOLOGIES LIMITED COMPANY SHARE OPTION SCHEME ("the Scheme")

The Board has decided to invite you to apply for an Option to acquire
[_______________] Common Stock Shares of $0.001 each in the capital of the CHAIN
LINK TECHNOLOGIES INC under the terms of the Scheme Rules.

The grant of the Option will be subject to the Rules of the Scheme, a copy of
which is attached for your consideration.

The subscription price per share payable upon the exercise of the Option will be
______________________ [insert subscription price].

The First Vesting Date will be _______________________ [Insert First Vesting
Date]

The Expiration Date will be _______________________ [Insert Expiration Date]

If you wish to accept this invitation, as to all or part of the shares
specified, please complete the attached application form and send it to the
Company so as to arrive by NOT LATER THAN _______________[insert date required
by the Scheme Rules].

Yours sincerely

 ...........................
Name_______________________

 ...........................
Name_______________________

 ...........................
Name_______________________
[signed by the Directors of CHAIN LINK TECHNOLOGIES LIMITED]

and

Agreed by a duly authorised representative of the CHAIN LINK TECHNOLOGIES INC


 ...........................
Name_______________________
[signed by a duly authorised representative of the CHAIN LINK TECHNOLOGIES INC]

               Chain Link Technologies Ltd. Share Option Scheme

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MODEL APPLICATION FORM



               _______________________________  Home address of
               _______________________________  eligible employee
               _______________________________
               _______________________________
               _______________________________



Date _____________________



To: The Directors,
THE CHAIN LINK TECHNOLOGIES LIMITED

________________________________Address of
________________________________CHAIN LINK TECHNOLOGIES LIMITED
_______________________________
_______________________________
_______________________________



Dear Sirs

THE CHAIN LINK TECHNOLOGIES LIMITED COMPANY SHARE OPTION SCHEME

With reference to your letter of [_____________] I hereby apply for the grant of
an Option under the above Scheme to subscribe for [_____________*] Common Stock
Shares of $0.001 each in the capital of the CHAIN LINK TECHNOLOGIES INC at a
subscription price of [________________ insert subscription price].

If my application is accepted I agree to comply with and be bound by the Rules
of the Scheme and by any amendments or variations thereto.

Yours faithfully
                    Signed......................................
                                   [Eligible Employee]

          Full Name of Employee ____________________________________



 *Applications must be for no more than the number of shares specified in the
                             Letter of Invitation.

               Chain Link Technologies Ltd. Share Option Scheme

                                                                   Page 10 of 10
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MODEL OPTION CERTIFICATE

ON LETTERHEAD OF CHAIN LINK TECHNOLOGIES LIMITED

THE CHAIN LINK TECHNOLOGIES LIMITED
COMPANY SHARE OPTION SCHEME

OPTION CERTIFICATE

This is to certify that.............................................is the
holder of an Option to acquire up to a maximum of ............ Common Stock
shares of $0.001 each of CHAIN LINK TECHNOLOGIES INC at a price of
 .................per ordinary share.

This Option was granted on ..............................................under
the Rules of the CHAIN LINK TECHNOLOGIES LIMITED COMPANY Share Option Scheme.

The Option is exercisable in accordance with the terms of the Scheme Rules.

The First Vesting Date is _______________________ [Insert First Vesting Date]

The Expiration Date is _______________________ [Insert Expiration Date]

If there is to be no charge to United Kingdom income tax on the exercise of an
Option then, in addition to complying with the rules of the Scheme, the
exercises must be . made at a time when the Scheme retains Inland Revenue
approval . not earlier than 3 or later than 10 years after the Option was
granted and . not earlier than 3 years following the latest previous exercise by
the Eligible Employee of an Option (obtained under this or any other Option
Scheme (except a savings related Share Option Scheme) approved by the Inland
Revenue) which enjoyed relief from income tax.

It is not transferable, and will lapse upon the occasion of an assignment,
charge, disposal or other dealing with the rights conveyed by it in any other
circumstances.

In witness wherof the common seal of CHAIN LINK TECHNOLOGIES LIMITED has been
hereunto affixed this ___________ day of ___________________________

In the presence of


               Signed ..........................

               Name_____________________________
                            Director



               Signed ..........................

               Name_____________________________
                           Secretary

and

Agreed by a duly authorised representative of the CHAIN LINK TECHNOLOGIES INC


 ...........................
Name_______________________
[signed by a duly authorised representative of the CHAIN LINK TECHNOLOGIES INC]

THIS CERTIFICATE IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE

               Chain Link Technologies Ltd. Share Option Scheme

                                                                   Page 11 of 11
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MODEL NOTICE OF EXERCISE OF OPTION






To: The Secretary
THE CHAIN LINK TECHNOLOGIES LIMITED

________________________________Address of
________________________________CHAIN LINK TECHNOLOGIES LIMITED
________________________________
________________________________
________________________________



From: ......................................(name in BLOCK CAPITALS)
 ............................................(ADDRESS)
 ............................................
 ............................................
 ............................................






(1) I hereby give notice to CHAIN LINK TECHNOLOGIES LIMITED that immediately
upon your receipt of this certificate and the enclosed remittance I am
exercising the Option, granted in the attached Option Certificate, to acquire
 .....................................Common Stock shares of $0.001 each in CHAIN
LINK TECHNOLOGIES INC at the subscription price stated of $______________

(2) I enclose herewith a cheque drawn in favour of CHAIN LINK TECHNOLOGIES INC
for ..............being the amount payable in full for those shares.

(3)  I UNDERSTAND THAT I MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF MY
PURCHASE OR DISPOSITION OF THE SHARES. I REPRESENT: (i) THAT I HAVE CONSULTED
WITH ANY TAX ADVISER THAT I DEEM ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND (ii) THAT I AM NOT RELYING ON THE COMPANY OR ITS
ADVISORS FOR ANY TAX ADVICE

(4.1) I understand and acknowledge that the Shares have not been registered with
the United States SEC under the United States Securities Act and that,
notwithstanding any other provision of the CHAIN LINK TECHNOLOGIES LIMITED
Company Share Option Scheme to the contrary, the exercise of any rights to
purchase any Shares is expressly conditioned upon compliance with the said
Securities Act and all applicable United States state securities laws. I agree
to cooperate with the Company and the CHAIN LINK TECHNOLOGIES INC to ensure
compliance with such laws. The Shares are being issued under the said Securities
Act pursuant to the exemption provided by United States SEC Rule 701.

(4.2) I understand and acknowledge that the CHAIN LINK TECHNOLOGIES LIMITED
Company Share Option Scheme, including the Letter of Invitation, Application
Form, Option Certificate and this Notice of Exercise of Option are intended to
comply with Section 25102(o) of the California Corporations Code and any rules
(INCLUDING COMMISSIONER RULES, IF APPLICABLE) or regulations promulgated
thereunder BY THE CALIFORNIA DEPARTMENT OF CORPORATIONS (the "REGULATIONS"). Any
provision of this Notice of Exercise of Option which is inconsistent with
Section 25102(o) shall, without further act or amendment by the Company or the
Board, be reformed to comply with the requirements of Section 25102(o). THE SALE
OF THE SECURITIES THAT ARE THE SUBJECT OF

               Chain Link Technologies Ltd. Share Option Scheme

                                                                   Page 12 of 12
<PAGE>

THIS NOTICE OF EXERCISE OF OPTION, IF NOT YET QUALIFIED WITH THE CALIFORNIA
COMMISSIONER OF CORPORATIONS AND NOT EXEMPT FROM SUCH QUALIFICATION, IS SUBJECT
TO SUCH QUALIFICATION, AND THE ISSUANCE OF SUCH SECURITIES, AND THE RECEIPT OF
ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL
UNLESS THE SALE IS EXEMPT. THE RIGHTS OF THE PARTIES TO THIS EXERCISE AGREEMENT
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION
BEING AVAILABLE.

(5) I understand that I may not transfer any Shares unless such Shares are
registered under the United States Securities Act or qualified under applicable
United States state securities laws or unless, in the opinion of counsel to the
Company or to CHAIN LINK TECHNOLOGIES INC , exemptions from such registration
and qualification requirements are available. I understand that only the CHAIN
LINK TECHNOLOGIES INC may file a registration statement with the United States
SEC and that CHAIN LINK TECHNOLOGIES INC is under no obligation to do so with
respect to the Shares. I have also been advised that exemptions from
registration and qualification may not be available or may not permit me to
transfer all or any of the Shares in the amounts or at the times proposed by me.

(5.2) In addition, I have been advised that United States SEC Rule 144
promulgated under the said Securities Act, which permits certain limited sales
of unregistered securities, is not presently available with respect to the
Shares and, in any event, requires that the Shares be held for a minimum of one
(1) year, and in certain cases two (2) years, after they have been purchased and
paid for (within the meaning of Rule 144). I understand that Rule 144 may
indefinitely restrict transfer of the Shares so long as I remain an "affiliate"
of the Company or if "current public information" about the Company (as defined
in Rule 144) is not publicly available.

(6) Market Standoff Agreement:  I agree in connection with any registration of
CHAIN LINK TECHNOLOGIES INC's securities that, upon the request of the Company
or CHAIN LINK TECHNOLOGIES INC or the underwriters managing any public offering
of the CHAIN LINK TECHNOLOGIES INC's securities, I will not sell or otherwise
dispose of any Shares without the prior written consent of CHAIN LINK
TECHNOLOGIES INC or such underwriters, as the case may be, for such period of
time (not to exceed one hundred eighty (180) days) after the effective date of
such registration requested by such managing underwriters and subject to all
restrictions as the Company or CHAIN LINK TECHNOLOGIES INC or the underwriters
may specify. I further agree to enter into any agreement reasonably required by
the underwriters to implement the foregoing.




          Signed ..............................


          Date Signed__________________________


               Chain Link Technologies Ltd. Share Option Scheme

                                                                   Page 13 of 13