Exhibit 10.9


SKILLSOFT
PLC




2002
SHARE OPTION PLAN




(Amended
December 5, 2006)




1.           Purposes of the
Plan.  The purposes of this 2002 Share Option Plan
are:




·
            to
      attract and retain the best available personnel for positions of
      substantial responsibility,




·
            to
      provide additional incentive to Employees, Inside Directors and
      Consultants, and




·
            to
      promote the success of the Company’s
business.




Options
granted under the Plan may be Incentive Share Options or Nonstatutory Share
Options, as determined by the Administrator at the time of grant.




2.           Definitions.  As
used herein, the following definitions shall apply:




(a)           “Administrator”
means the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 of the Plan.




(b)           “Applicable
Laws” means the requirements relating to the administration of stock option
plans under U.S. state corporate laws, U.S. federal and state securities laws,
the Code, any stock exchange or quotation system on which the Ordinary Shares
are listed or quoted and the applicable laws of any foreign country or
jurisdiction where Options are, or will be, granted under the Plan and the laws
of Ireland.




(c)           “Board
“ means the Board of Directors of the Company.




(d)           “Change
in Control” means the occurrence of any of the following events:




(i)           Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the Company’s then
outstanding voting securities; or




(ii)           The
consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets;




(iii)           A
change in the composition of the Board occurring within a two-year period, as a
result of which fewer than a majority of the directors are Incumbent
Directors.  “Incumbent Directors” means directors who either
(A) are Directors as of the effective date of the Plan, or (B) are
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of the Incumbent Directors at the time of such election or
nomination (but will







not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company);or




(iv)           The
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.




(e)           “Code”
means the Internal Revenue Code of 1986, as amended.




(f)           “Committee”
means a committee of Directors appointed by the Board in accordance with
Section 4 of the Plan.




(g)           “Company”
means SkillSoft Public Limited Company, a public limited company organized under
the laws of Ireland.




(h)           “Consultant”
means any natural person, including an advisor, engaged by the company or a
Parent or Subsidiary to render services to such entity.




(i)           “Director”
means a member of the Board.




(j)           “Disability”
means total and permanent disability as defined in Section 22(e)(3) of the
Code.




(k)           “Employee”
means any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company.  A Service Provider shall not
cease to be an Employee in the case of (i) any leave of absence approved by
the Company or (ii) transfers between locations of the Company or between
the Company, its Parent, any Subsidiary, or any successor.  For
purposes of Incentive Share Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract.  If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, then three (3) months following
the 91st day of such leave any Incentive Share Option held by the Optionee shall
cease to be treated as an Incentive Share Option and shall be treated for tax
purposes as a Nonstatutory Share Option.  Neither service as a
Director nor payment of a director’s fee by the Company shall be sufficient to
constitute “employment” by the Company.




(l)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.




(m)           “Fair
Market Value” means, as of any date, the value of Ordinary Shares determined as
follows:







(i)           If
the Ordinary Shares are listed on any established stock exchange or a national
market system, including without limitation the Nasdaq National Market or The
Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall
be the




closing
sales price for such Ordinary Shares (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the date of determination (or
on the most recent market trading day if neither the closing sales price nor the
closing bid for the Ordinary Shares is quoted for the day of determination), as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable;




(ii)           If
the Ordinary Shares are regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a Share shall be the
mean between the high bid and low asked prices for Ordinary Shares on the day of
determination (or on the most recent market trading day if the bid and asked
prices for the Ordinary Shares are not quoted for the day of determination), as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or




(iii)           In
the absence of an established market for Ordinary Shares, the Fair Market Value
shall be determined in good faith by the Administrator.




(n)           “Incentive
Share Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.




(o)           “Inside
Director” means a Director who is an Employee.




(p)           “Nonstatutory
Share Option” means an Option not intended to qualify as an Incentive Share
Option.




(q)           “Notice
of Grant” means a written or electronic notice evidencing certain terms and
conditions of an individual Option.  The Notice of Grant is part of
the Option Agreement.




(r)           “Officer”
means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.




(s)           “Option”
means an option for Ordinary Shares granted pursuant to the




Plan.


(t)           “Option
Agreement” means an agreement between the Company and an Optionee evidencing the
terms and conditions of an individual Option grant.  The Option
Agreement is subject to the terms and conditions of the Plan.




(u)           “Option
Exchange Program” means a program whereby outstanding Options are surrendered in
exchange for Options with a lower exercise price.




(v)           “Optioned
Share” means one of the Ordinary Shares subject to an Option.




(w)           “Optionee”
means the holder of an outstanding Option granted under the Plan.









(x)           “Ordinary
Shares” means the Ordinary Shares and/or related American Depository Shares of
the Company.




(y)           “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.




(z)           “Plan”
means this 2002 Share Option Plan.




(aa)           “Rule
16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as
in effect when discretion is being exercised with respect to the
Plan.




(bb)           “Section 16(b)”
means Section 16(b) of the Exchange Act.




(cc)           “Service
Provider” means an Employee, Inside Director or Consultant.




(dd)           “Share”
means a share of the Ordinary Shares, as adjusted in accordance with
Section 13 of the Plan.




(ee)           “Subsidiary”
means a “subsidiary corporation”, whether now or hereafter existing, as defined
in Section 424(f) of the Code.




3.           Ordinary Shares Subject to
the Plan.  Subject to the provisions of Section 12 of the
Plan, the maximum aggregate number of Ordinary Shares that may be optioned and
sold under the Plan is 8,850,000 Ordinary Shares.  The Ordinary Shares
shall be authorized, but unissued Ordinary Shares.




If an
Option expires or becomes unexercisable without having been exercised in full,
or is surrendered pursuant to an Option Exchange Program, the unpurchased
Ordinary Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated); provided,
however, that Ordinary Shares that have actually been issued under the Plan,
upon exercise of an Option, shall not be returned to the Plan and shall not
become available for future distribution under the Plan.




4.           Administration of the
Plan.




(a)           Procedure.




(i)           Multiple
Administrative Bodies.  Different Committees with respect to different
groups of Service Providers may administer the Plan.




(ii)           Section 162(m).  To
the extent that the Administrator determines it to be desirable to qualify
Options granted hereunder as “performance-based compensation” within the meaning
of Section 162(m) of the Code, the Plan shall be administered by a
Committee of two or more “outside directors” within the meaning of
Section 162(m) of the Code.







(iii)           Rule
16b-3.  To the extent desirable to qualify transactions hereunder as
exempt under Rule 16b-3, the transactions contemplated hereunder shall be
structured to satisfy the requirements for exemption under Rule
16b-3.




(iv)           Other
Administration.  Other than as provided above, the Plan shall be
administered by (A) the Board or (B) a Committee, which committee
shall be constituted to satisfy Applicable Laws.




(b)           Powers of the
Administrator.  Subject to the provisions of the Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:




(i)           to
determine the Fair Market Value;




(ii)           to
select the Service Providers to whom Options may be granted




hereunder;


(iii)           to
determine the number of Ordinary Shares to be covered by each Option granted
hereunder;




(iv)           to
approve forms of agreement for use under the Plan;




(v)           to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Option granted hereunder.  Such terms and conditions include,
but are not limited to, the exercise price, the time or times when Options may
be exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option or the Ordinary Shares relating thereto, based
in each case on such factors as the Administrator, in its sole discretion, shall
determine;




(vi)           to
reduce the exercise price of any Option to the then current Fair Market Value if
the Fair Market Value of the Ordinary Shares covered by such Option shall have
declined since the date the Option was granted;




(vii)           to
institute an Option Exchange Program;




(viii)                      to
construe and interpret the terms of the Plan and awards granted pursuant to the
Plan;




(ix)           to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws;




(x)           to
modify or amend each Option (subject to Section 14(c) of the Plan),
including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the
Plan;




(xi)           to
authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Option previously granted by the
Administrator;







(xii)           to
make all other determinations deemed necessary or advisable for administering
the Plan.




(c)           Effect of Administrator’s
Decision.  The Administrator’s decisions, determinations and
interpretations shall be final and binding on all Optionees and any other
holders of Options.




5.           Eligibility.  Nonstatutory
Share Options may be granted to Service Providers.  Incentive Share
Options may be granted only to Employees.




6.           Limitations.




(a)           Each
Option shall be designated in the Option Agreement as either an Incentive Share
Option or a Nonstatutory Share Option.  However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Ordinary
Shares with respect to which Incentive Share Options are exercisable for the
first time by the Optionee during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Share Options.  For purposes of this
Section 6(a), Incentive Share Options shall be taken into account in the
order in which they were granted.  The Fair Market Value of the
Ordinary Shares shall be determined as of the time the Option with respect to
such Ordinary Shares is granted.




(b)           Neither
the Plan nor any Option shall confer upon an Optionee any right with respect to
continuing the Optionee’s relationship as a Service Provider with the Company,
nor shall they interfere in any way with the Optionee’s right or the Company’s
right to terminate such relationship at any time, with or without
cause.




(c)           The
following limitations shall apply to grants of Options:




(i)           No
Service Provider shall be granted, in any fiscal year of the Company, Options to
purchase more than 2,000,000 Ordinary Shares.




(ii)           In
connection with his or her initial service, a Service Provider may be granted
Options to purchase up to an additional 500,000 Ordinary Shares, which shall not
count against the limit set forth in subsection (i) above.




(iii)           The
foregoing limitations shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in
Section 12.




(iv)           If
an Option is cancelled in the same fiscal year of the Company in which it was
granted (other than in connection with a transaction described in
Section 12), the cancelled Option will be counted against the limits set
forth in subsections (i) and (ii) above.  For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.




7.           Term of
Plan.  Subject to Section 18 of the Plan, the Plan shall
become effective upon its adoption by the Board.  It shall continue in
effect for a term of ten (10) years unless terminated earlier under
Section 14 of the Plan.







8.           Term of
Option.  The term of each Option shall be stated in the Option
Agreement.  In the case of an Incentive Share Option, the term shall
be up to ten (10) years from the date of grant or such shorter term as may be
provided in the Option Agreement.  Moreover, in the case of an
Incentive Share Option granted to an Optionee who, at the time the Incentive
Share Option is granted, owns Ordinary Shares representing more than ten percent
(10%) of the total combined voting power of all classes of Ordinary Shares of
the Company or any Parent or Subsidiary, the term of the Incentive Share Option
shall be five (5) years from the date of grant or such shorter term as may be
provided in the Option Agreement.




9.           Option Exercise Price and
Consideration.




(a)           Exercise
Price.  The per share exercise price for the Ordinary Shares to
be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:




(i)           In
the case of an Incentive Share Option (A) granted to an Employee who, at
the time the Incentive Share Option is granted, owns Ordinary Shares
representing more than ten percent (10%) of the voting power of all classes of
Ordinary Shares of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the Fair Market Value per Share on
the date of grant, (B) granted to any Employee other than an Employee
described in paragraph (A) immediately above, the per Share exercise price
shall be no less than 100% of the Fair Market Value per Share on the date of
grant.




(ii)           In
the case of a Nonstatutory Share Option, the per Share exercise price shall be
determined by the Administrator, subject to compliance with Applicable
Laws.  In the case of a Nonstatutory Share Option intended to qualify
as “performance-based compensation” within the meaning of Section 162(m) of
the Code, the per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.




(iii)           Notwithstanding
the foregoing, Options may be granted with a per Share exercise price of less
than 100% of the Fair Market Value per Share on the date of grant pursuant to a
merger or other corporate transaction, subject to compliance with Applicable
Laws.




(b)           Waiting Period and Exercise
Dates.  At the time an Option is granted, the Administrator
shall fix the period within which the Option may be exercised and shall
determine any conditions that must be satisfied before the Option may be
exercised.




(c)           Form of
Consideration.  The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment, subject to compliance with Applicable Laws.  In the case
of an Incentive Share Option, the Administrator shall determine the acceptable
form of consideration at the time of grant.  Such consideration may
consist entirely of:




(i)           cash;




(ii)           check;




(iii)           promissory
note;







(iv)           consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan;




(v)           a
reduction in the amount of any Company liability to the Optionee, including any
liability attributable to the Optionee’s participation in any Company-sponsored
deferred compensation program or arrangement;




(vi)           any
combination of the foregoing methods of payment; or




(vii)           such
other consideration and method of payment for the issuance of Ordinary Shares to
the extent permitted by Applicable Laws.




10.           Exercise of
Option.




(a)           Procedure for Exercise;
Rights as a Shareholder.  Any Option granted hereunder shall be
exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Option
Agreement.  Unless the Administrator provides otherwise, vesting of
Options granted hereunder shall be suspended during any unpaid leave of
absence.  An Option may not be exercised for a fraction of a
Share.




An Option
shall be deemed exercised when the Company receives: (i) written or
electronic notice of exercise (in accordance with the Option Agreement) from the
person entitled to exercise the Option, and (ii) full payment for the
Ordinary Shares with respect to which the Option is exercised.  Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the
Plan.  Shares issued upon exercise of an Option shall be issued in the
name of (i) the Optionee, or if requested by the Optionee, in the name of the
Optionee and his or her spouse, or in the name of a third party as the
Optionee’s nominee to hold the shares issued on exercise on Optionee’s behalf
and subject to the Optionee’s directions.  Until the Ordinary Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a Shareholder shall exist with respect to the
Optioned Shares, notwithstanding the exercise of the Option.  The
Company shall issue (or cause to be issued) such Ordinary Shares promptly after
the Option is exercised.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 12 of the Plan.




Exercising
an Option in any manner shall decrease the number of Ordinary Shares thereafter
available, both for purposes of the Plan and for sale under the Option, by the
number of Ordinary Shares as to which the Option is exercised.




(b)           Termination of Relationship
as a Service Provider.  If an Optionee ceases to be a Service
Provider, other than upon the Optionee’s death or Disability, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for three (3) months following the Optionee’s
termination.  If, on the date of termination, the Optionee is not
vested







as to his
or her entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan.  If, after termination, the Optionee does
not exercise his or her Option within the time specified by the Administrator,
the Option shall terminate, and the Ordinary Shares covered by such Option shall
revert to the Plan.




(c)           Disability of
Optionee.  If an Optionee ceases to be a Service Provider as a
result of the Optionee’s Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement to the extent
the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option
Agreement).  In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee’s termination.  If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Ordinary Shares
covered by the unvested portion of the Option shall revert to the
Plan.  If, after termination, the Optionee does not exercise his or
her Option within the time specified herein, the Option shall terminate, and the
Ordinary Shares covered by such Option shall revert to the Plan.




(d)           Death of
Optionee.  If an Optionee dies while a Service Provider, the
Option may be exercised following the Optionee’s death within such period of
time as is specified in the Option Agreement to the extent that the Option is
vested on the date of death (but in no event may the option be exercised later
than the expiration of the term of such Option as set forth in the Option
Agreement), by the Optionee’s designated beneficiary, provided such beneficiary
has been designated prior to the Optionee’s death in a form acceptable to the
Administrator.  If no such beneficiary has been designated by the
Optionee, then such Option may be exercised by the personal representative of
the Optionee’s estate or by the person(s) to whom the Option is transferred
pursuant to the Optionee’s will or in accordance with the laws of descent and
distribution.  In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee’s death.  If, at the time of death, the Optionee is not
vested as to his or her entire Option, the Ordinary Shares covered by the
unvested portion of the Option shall immediately revert to the
Plan.  If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Ordinary Shares covered by such
Option shall revert to the Plan.




11.           Transferability of
Options.  Unless determined otherwise by the Administrator, an
Option may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Optionee, only by
the Optionee.  If the Administrator makes an Option transferable, such
Option shall contain such additional terms and conditions as the Administrator
deems appropriate.




12.           Adjustments Upon Changes in
Capitalization, Merger or Change inControl.




(a)           Changes in
Capitalization.  Subject to any required action by the
shareholders of the Company, the number of Ordinary Shares that have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option and the number of Ordinary Shares as well as the price per Ordinary
Shares covered by each such outstanding Option shall be







proportionately
adjusted for any increase or decrease in the number of issued Ordinary Shares
resulting from a share split, reverse share split, share dividend, combination
or reclassification of the Ordinary Shares, or any other increase or decrease in
the number of issued Ordinary Shares effected without receipt of consideration
by the Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been “effected without receipt of
consideration.” Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive.  Except as
expressly provided herein, no issuance by the Company of shares of any class, or
securities convertible into shares of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Ordinary
Shares subject to an Option.




(b)           Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon
as practicable prior to the effective date of such proposed
transaction.  The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option until ten (10) days
prior to such transaction as to all of the Optioned Shares covered thereby,
including Ordinary Shares as to which the Option would not otherwise be
exercisable. To the extent it has not been previously exercised, an Option will
terminate immediately prior to the consummation of such proposed
action.




(c)           Merger or Change in
Control.  In the event of a merger of the Company with or into
another corporation, or a Change in Control, each outstanding Option shall be
assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor
corporation.  In the event that the successor corporation refuses to
assume or substitute for the Option, the Optionee shall fully vest in and have
the right to exercise the Option as to all of the Optioned Shares, including
Ordinary Shares as to which it would not otherwise be vested or
exercisable.  If an Option becomes fully vested and exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Administrator shall notify the Optionee in writing or electronically that
the Option shall be fully vested and exercisable for a period of fifteen (15)
days from the date of such notice, and the Option shall terminate upon the
expiration of such period.




For the
purposes of this subsection (c), the Option shall be considered assumed if,
following the merger or Change in Control, the option or right confers the right
to purchase or receive, for each Share subject to the Option immediately prior
to the merger or Change in Control, the consideration (whether Ordinary Shares,
cash, or other securities or property) received in the merger or Change in
Control by holders of Ordinary Shares for each Share held on the effective date
of the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
Ordinary Shares); provided, however, that if such consideration received in the
merger or Change in Control is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share subject to the Option, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Ordinary Shares in
the merger or Change in Control.







13.           Date of
Grant.  The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the
Administrator.  Notice of the determination shall be provided to each
Optionee within a reasonable time after the date of such grant.




14.           Amendment and Termination of
the Plan.




(a)           Amendment and
Termination.  The Board may at any time amend, alter, suspend
or terminate the Plan.




(b)           Shareholder
Approval.  The Company shall obtain shareholder approval of any
Plan amendment to the extent necessary and desirable to comply with Applicable
Laws.




(c)           Effect of Amendment or
Termination.  No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Optionee, unless mutually
agreed otherwise between the Optionee and the Administrator, which agreement
must be in writing and signed by the Optionee and the
Company.  Termination of the Plan shall not affect the Administrator’s
ability to exercise the powers granted to it hereunder with respect to Options
granted under the Plan prior to the date of such termination.




15.           Conditions Upon Issuance of
Shares.




(a)           Legal
Compliance.  Ordinary Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Ordinary Shares shall comply with Applicable Laws and shall
be further subject to the approval of counsel for the Company with respect to
such compliance.




(b)           Investment
Representations.  As a condition to the exercise of an Option,
the Company may require the person exercising such Option to represent and
warrant at the time of any such exercise that the Ordinary Shares are being
purchased only for investment and without any present intention to sell or
distribute such Ordinary Shares if, in the opinion of counsel for the Company,
such a representation is required.




16.           Inability to Obtain
Authority.  The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any
Ordinary Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Ordinary Shares as to which such requisite
authority shall not have been obtained.




17.           Reservation of
Shares.  The Company, during the term of this Plan, will at all
times reserve and keep available such number of Ordinary Shares as shall be
sufficient to satisfy the requirements of the Plan.




18.           Shareholder
Approval.  The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such shareholder approval shall be obtained in the manner
and to the degree required under Applicable Laws.