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                                                                    EXHIBIT 4.3


                                WORLD GAMING PLC

                             2001 SHARE OPTION PLAN



                                    SECTION 1

                                  INTRODUCTION

1.1 ESTABLISHMENT World Gaming plc (a public company limited by shares and
incorporated in England and Wales under the Companies Acts 1985 to 1989) has by
Ordinary Resolution of its shareholders passed on 17 May 2001 adopted the World
Gaming plc 2001 Share Option Plan (the "Plan").

1.2 PURPOSES. The purpose of the Plan is to grant Options to Starnet Option
Holders and Prospective Starnet Option Holders and to provide the Eligible
Participants selected for participation in the Plan with added incentives to
continue in the long-term service of the Group and to create in such persons a
more direct interest in the future success of the operations of the Group by
relating incentive compensation to increases in shareholder value, so that
rewards for Option Holders are more closely aligned with the pursuit of value
for the Group and the Company's shareholders. The Plan is also designed to
attract Eligible Participants and to retain and motivate such persons by
providing an opportunity for investment in the Company.

                                    SECTION 2
                                   DEFINITIONS

2.1 DEFINITIONS. The following terms will have the meanings set forth below:

"ADR" a document representing an ADS or ADS's either physically or in the form
of a Direct Registration Receipt.

"ADS" an American Depositary Share representing a Share or Shares and evidenced
by an ADR.

"BOARD" the Board of Directors of the Company.

"COMPANY"  World Gaming plc.

"CORPORATE TAX LIABILITY" any obligation of any member of the Group, to account
for, or any payment made by any member of the Group in respect of, any amount of
income tax, social security or national insurance contributions (including
insofar as lawful secondary contributions) or other tax of any relevant
jurisdiction arising as a result or in respect of the grant or vesting or
exercise of any Option.

"DATE OF GRANT" the date of grant of the Option as provided by Section 6.6.

"DEPOSITARY" a custodian or other person or persons approved by the Board who
holds Shares under arrangements where either the custodian or some other person
issues


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ADR's which evidence ADS's representing Shares.

"DIRECTOR" a director of any member of the Group.

"DIRECT REGISTRATION RECEIPT" an ADR in uncertificated form, the ownership of
which is recorded in the Direct Registration System.

"DIRECT REGISTRATION SYSTEM" the system maintained by the Depositary in which
the Depositary records the ownership of the Direct Registration Receipts.

"EFFECTIVE DATE" the effective date of the Plan, being such date as the Merger
shall be or become effective.

"ELIGIBLE PARTICIPANTS" all Employees, Officers and Directors and all persons
(including consultants) who have the benefit of a contract for services with, or
who provide services to, a member of the Group, whom the Board wishes to
incentivise to contribute to the fortunes of the Group.

"EMPLOYEE" an employee of any member of the Group.

"EXERCISE CHARGES" such as may be applicable in the circumstances of Option
Holder Tax Liability, SDRT Liability and/or Corporate Tax Liability.

"EXISTING STARNET OPTION" an option granted prior to the Effective Date in
respect of stock in Starnet pursuant to a Starnet Stock Option Plan.

"EXISTING STARNET OPTION HOLDER" a person who has the benefit of an Existing
Starnet Option.

"GROUP" the Company and its Subsidiaries for the time being and the expression
"member of the Group" shall be construed accordingly.

"INITIAL OPTION" an Option granted on or after the Effective Date to a Starnet
Option Holder in respect of his Existing Starnet Option or to a Prospective
Starnet Option Holder in respect of his Prospective Starnet Option.

"INITIAL OPTION TERMS" the terms and conditions upon which an Initial Option is
granted.

"MAJOR SHAREHOLDER" a person who for the time being is the beneficial owner of
more than 10 per cent of the share capital of the Company for the time being in
issue.

"MERGER" the merger pursuant to the provisions of Section 251 of the Delaware
General Corporation Law of W G Reorganisation Sub Inc. with and into Starnet

"NEW OPTION" an Option granted on or after the Effective Date (not being an
Initial Option).

"NEW OPTION TERMS"  the terms and conditions upon which a New Option is granted

"OFFICER" a person who is not a director of any member of the Group but who is
designated as an "officer" of any member of the Group.


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"OTHER CATEGORIES OF PERSON" an Eligible Participant who is not an Employee,
Officer or Director.

"OPTION AGREEMENT" an agreement between the Company and an Eligible Participant
granting a New Option under the Plan.

"OPTION" a right to subscribe for Shares (or at the Share Option Committee's
discretion the ADS equivalent) granted under the Plan, whether an Initial Option
or a New Option and, where the context requires, includes part of an Option.

"OPTION HOLDER" an Eligible Participant or Starnet Option Holder or Prospective
Starnet Option Holder who is granted one or more Options.

"OPTION HOLDER TAX LIABILITY" all income tax, social security or national
insurance contributions or other tax of any relevant jurisdiction payable by an
Option Holder as a result of or in respect of the grant or vesting or exercise
of an Option.

"THE PLAN" this Plan, or as the same may be amended or modified from time to
time as the case may be.

"PROSPECTIVE STARNET OPTION" an option which, prior to the Effective Date, has
been agreed to be granted (but has not been granted pursuant to a Starnet Stock
Option Plan), whether the terms and conditions of such option have been agreed
or not.

"PROSPECTIVE STARNET OPTION HOLDER" a person who has the benefit of a
Prospective Starnet Option.

"RELEVANT GROUP MEMBER" the member of the Group of which for the time being the
Option Holder is an Employee, Director or Officer or by which the Option Holder
is engaged.

"SDRT LIABILITY" any liability to pay United Kingdom Stamp Duty Reserve Tax (or
any substituted tax or duty) as a result of or in connection with the exercise
of an Option.

"SHARES" Ordinary Shares of (pound)0.002 each in the capital of the Company.

"SHARE OPTION COMMITTEE" the Board, or a duly authorised committee of the Board.

"STARNET" Starnet Communications International Inc.

"STARNET OPTION HOLDER" a person who has been granted one or more Existing
Starnet Options.

"STARNET STOCK OPTION PLAN" the 1997, 1999 or 1999 (No. 2) Starnet Stock Option
Plan as the case may be.

"SUBSCRIPTION PRICE" means, in respect of a New Option, the price at which
Shares (or the ADS equivalent) subject to a New Option may be subscribed for,
determined by the Share Option Committee and subject to adjustment in accordance
with the provisions of the Plan and/or the Option Agreement and, in respect of
an Initial Option, the price at


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which Shares (or the ADS equivalent) subject to an Initial Option may be
subscribed for, determined in accordance with Section 6.2 and subject to
adjustment in accordance with the provisions of the Plan.

"SUBSIDIARY" a corporation which is for the time being a subsidiary of the
Company as defined in Sections 736 and 736A of the Companies Act 1985.

2.2 GENDER AND NUMBER Except where otherwise indicated by the context, the
masculine gender also will include the feminine gender, and the definition of
any term herein in the singular also will include the plural and vice versa.

2.3 SECTION HEADINGS The headings to any sections or paragraphs of the Plan are
for ease of reference only and shall not be construed as defining or limiting
the contents of such section or paragraph.

                                    SECTION 3
                               PLAN ADMINISTRATION

3.1 SHARE OPTION COMMITTEE The Share Option Committee shall administer the Plan.
In accordance with the provisions of the Plan, the Share Option Committee shall
grant Initial Options to Starnet Option Holders and Prospective Starnet Option
Holders and, in accordance with policies approved by the Board and otherwise in
its sole discretion, select the Eligible Participants to whom New Options may be
granted, the amount of Shares (or ADS equivalent) to be the subject of each New
Option, and any other terms and conditions of each New Option as the Share
Option Committee may deem necessary and consistent with the terms of the Plan.
The Share Option Committee shall grant the Initial Options to Starnet Option
Holders and to Prospective Starnet Option Holders in accordance with Section 6.2
and shall grant each New Option in accordance with Section 6.3. The Initial
Option Terms or New Option Terms need not be identical as regards each Option,
except as may be provided by the provisions of the Plan. The Share Option
Committee may from time to time adopt such rules and regulations for carrying
out the purposes of the Plan as it may deem proper and in the best interests of
the Company. The Share Option Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any Option Agreement
or Initial Option Terms or New Option Terms entered into or resolved upon under
the provisions of the Plan in the manner and to the extent it may deem expedient
and it will be the sole and final judge of such expediency. No member of the
Share Option Committee will be liable for any action or determination or
interpretation made in good faith, and all members of the Share Option Committee
will, in addition to their rights as directors, be fully protected by the
Company with respect to any such action, determination or interpretation. The
actions, determinations, and interpretations of the Share Option Committee
pursuant to the provisions of the Plan or any Option Agreement or Initial Option
Terms or New Option Terms shall be final and binding for all purposes and on all
persons.

                                    SECTION 4
                           SHARES SUBJECT TO THE PLAN

4.1 NUMBER OF SHARES The initial maximum number of Shares in respect of which
Options may be granted under the Plan (whether in the form of Shares or ADS's)
shall be 15,000,000 Shares which number shall be subject to adjustment in
accordance with

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the Plan. The maximum number of Shares remaining available for the grant of
Options under the Plan shall be reduced by the number of Shares in respect of
which Options are granted under the Plan. The Company shall keep available for
issue such amount of authorised and unissued share capital as may be required
for the time being to satisfy in full all Options for the time being remaining
capable of being exercised under the Plan, or otherwise ensure that it is able
to perform its obligations under the Plan.

4.2 LAPSED AND CANCELLED OPTIONS In the event that any Option shall lapse or
shall be cancelled then (subject to any authority required by Section 80 of the
Companies Act 1985) an amount equal to the nominal value of the Shares the
subject of the Option which shall have lapsed or been cancelled shall become
available for the grant of new Options under the Plan.

4.3 ADJUSTMENTS FOR SHARE CAPITAL CHANGES If the Company at any time increases
or decreases the number of Shares or the nominal amount of share capital for the
time being in issue (whether by means of a capitalisation issue, scrip issue,
rights issue, open offer, sub-division, consolidation or reduction of share
capital or otherwise) or there shall be any variation in the rights attached to
any shares or class of shares in the capital of the Company, then adjustments
may be made:-

     (i)  to the number and/or nominal value and/or class of the Shares (or the
          ADS equivalent) in respect of which Options may be granted or in
          respect of all or any outstanding Options granted under the Plan;
          and/or

     (ii) to the Subscription Price of all or any outstanding Options granted
          under the Plan.

4.4 GENERAL ADJUSTMENT RULES If any adjustment under this Section 4 will result
in the creation of a fractional Share (or ADS) under any Option, the number of
Shares (or ADS's) subject to the Option will be rounded down to the next whole
number of Shares (or ADS's).

4.5 DETERMINATION BY SHARE OPTION COMMITTEE ETC. Any adjustments under this
Section 4 may only be made by the Share Option Committee, whose determinations
with regard thereto shall be final and binding for all purposes and on all
persons.

                                    SECTION 5
                          REORGANISATION OR LIQUIDATION

5.1 REORGANISATIONS AND LIQUIDATIONS In the event that the Company or any other
member of the Group is or is to be the subject of or involved in any takeover,
merger, consolidation, reconstruction, amalgamation, reorganisation or solvent
liquidation, or the equivalent of any of the aforesaid in any jurisdiction, or
the transfer or sale of the whole or any part of its undertaking or business or
if a member of the Group ceases or is to cease to be a member of the Group, then
the Share Option Committee shall have the power and discretion to prescribe the
terms and conditions for the exercise or modification of any outstanding Options
granted under the Plan. By way of illustration, and not by way of limitation,
the Share Option Committee may provide for the complete or partial acceleration
of the dates of exercise of such Options, or may provide that such Options will
be exchanged for options to subscribe for shares in an acquiring company


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or may provide for a payment or distribution in respect of outstanding Options
(or the portion thereof currently exercisable) in cancellation thereof. The
Share Option Committee may provide that Options (or the portion thereof
currently exercisable) must be exercised in connection with the closing of any
such transaction and that if not so exercised that such Options shall lapse. Any
such determinations by the Share Option Committee may be made generally with
respect to all Option Holders, or may be made on a case-by-case basis with
respect to a particular Option Holder or Option Holders. Any determination by
the Share Option Committee hereunder shall not amend the terms of any Option
without the consent of the Option Holder unless, in the opinion of the Share
Option Committee acting reasonably, such amendment is necessary to permit any
such transaction or event to be effected and such is in the interests of
shareholders in the Company (or in the interests of the Group) generally.

                                    SECTION 6
                                     OPTIONS

6.1 GRANT OF OPTIONS An Eligible Participant or Starnet Option Holder or
Prospective Starnet Option Holder may be granted one or more Options. The Share
Option Committee shall have the discretion to decide whether or not any such
Option or Options are granted in respect of Shares or ADS's. Unless specifically
resolved by the Share Option Committee, no Option granted pursuant to the Plan
is being granted pursuant to or with a view to taking advantage of any statutory
or other tax reliefs in the United Kingdom or in any other jurisdiction.

6.2 INITIAL OPTIONS Initial Options shall be granted by resolution of the Share
Option Committee Provided that in the discretion of the Share Option Committee
the Initial Option Terms may be evidenced by an agreement in writing in such
form as the Share Option Committee may determine, and the Share Option Committee
may require such an agreement to be entered into in order to make the exercise
of the Initial Option effective. Initial Option Terms shall be equivalent as
near as may be to the terms and conditions of the Existing Starnet Option or the
Prospective Starnet Option (as the case may be), but pursuant to and subject to
the provisions of the Plan and with such adjustments as the Share Option
Committee may in their discretion decide. Such adjustments shall include such as
may be required to conform with the provisions of the Plan and with English Law
and for the fact that the Option is in respect of Shares denominated in pounds
sterling.

6.3 NEW OPTIONS Each New Option shall be granted by resolution of the Share
Option Committee provided that a New Option may not be exercised unless the New
Option Terms shall have been evidenced by a written Option Agreement entered
into between the Company and the Option Holder. The Option Agreement shall
provide for the categories of matters stated in (a) to (e) inclusive below, and
may contain such other terms and conditions as the Share Option Committee may
consider appropriate in each case. In the event of any inconsistency between the
provisions of the Plan and any Option Agreement, the provisions of such Option
Agreement will govern where not inconsistent with law. However, the provisions
of the Plan will govern where the Option Agreement omits to provide for a matter
governed by the Plan. The Option Agreement shall provide for the following
matters, unless such matters are provided for by the provisions of the Plan:-


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     (a)  NUMBER OF SHARES The number of Shares (or, in the case of the Option
          being granted in respect of ADS's, the ADS equivalent) as determined
          by the Share Option Committee, in respect of which the New Option is
          granted.

     (b)  PRICE The price at which each Share (or ADS) the subject of the New
          Option may be subscribed for, as determined by the Share Option
          Committee.

     (c)  VESTING PERIOD The time or times when and the number(s) of Shares (or
          ADS's) in respect of which the New Option (or part or parts thereof)
          will vest and become exercisable thereafter. Unless otherwise provided
          in the Option Agreement, New Options will vest and become exercisable
          for different categories of Option Holders as follows:

          (i)  DIRECTORS - 25% of the amount of the Shares (or ADS's) under
               Option upon grant of the New Option and 25% each three months
               thereafter;

          (ii) EMPLOYEES AND OFFICERS - 1/24th of the amount of
               the Shares (or ADS's) under Option on the first day of each month
               following the grant of the New Option; and

         (iii) OTHER CATEGORIES OF OPTION HOLDER - 10% of the amount of Shares
               (or ADS's) at the end of the first 30 days of engagement, 20%
               upon completion of 50% of the term, where a particular term is
               stipulated in the engagement, or upon 50% of project completion,
               where the engagement is for a specific project, and the remainder
               upon, and for a period of 90 days after, the Relevant Group
               Member by which the Option Holder is engaged certifies
               substantial satisfaction, acting reasonably, with contract and/or
               project completion.

               Where any adjustment has been made pursuant to Section 4 to any
               outstanding Option, a corresponding adjustment shall be assumed
               for these purposes to have been made to the amount of the Shares
               (or ADS's) subject to the Option and to the amount of the Shares
               (or ADS's) in respect of which the Option has previously been
               exercised.

     (d)  DURATION OF OPTIONS. The period of time within which a New Option may
          be exercised by the Option Holder (the "Option Period"). The Option
          Period must expire, in all cases, not later than the tenth anniversary
          of the Date of Grant. Unless otherwise stated in the Option Agreement
          and subject to the foregoing, the Option Period, as regards a New
          Option granted to a Director shall be five years, an Officer or
          Employee shall be the term of their employment plus twelve (12)
          months, and for Other Categories of Option Holder shall be the term of
          their contract for services plus twelve (12) months. Notwithstanding
          any other provisions hereof, unless otherwise determined by the Share
          Option Committee, any New Option granted to an Officer, Director or
          Major Shareholder shall


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          not become exercisable until at least six months following the Date of
          Grant.

     (e)  TERMINATION OF EMPLOYMENT, DEATH, DISABILITY ETC. Except as otherwise
          determined by the Share Option Committee, each Option Agreement shall
          provide as follows:-

          (i)  TERMINATION. If the Option Holder's employment or office or
               directorship with a member of the Group is terminated within the
               Option Period for cause, as determined by the Relevant Group
               Member in its sole discretion, or if the Option Holder resigns
               without appropriate or agreed notice and agreed termination
               terms, the Option notwithstanding that it shall have vested and
               become exercisable in whole or in part shall lapse immediately
               upon notice of termination or resignation, as the case may be,
               unless otherwise agreed by the Share Option Committee. As used in
               this Section, "cause" means a gross violation, as so determined
               by the Relevant Group Member and notified to the Share Option
               Committee, of their established policies and procedures. If the
               employment or office or directorship of the Option Holder is
               terminated for another reason, not contemplated in the Option
               Agreement, then the Option shall be exercisable, but only as to
               the part or parts thereof which shall have vested and become
               exercisable, as at the date of termination, for a period of
               twelve (12) months after termination, except as otherwise
               permitted by the Share Option Committee or the Option Agreement
               but such period shall not in any event exceed the Option Period.
               The effect of this Section will be limited to determining the
               consequences of a termination and nothing in this Section will
               restrict or otherwise interfere with the Relevant Group Member's
               discretion with respect to the termination of the employment or
               office or directorship of the Option Holder.

          (ii) DEATH OR DISABILITY. If the Option Holder's employment or office
               or directorship is terminated within the Option Period due to the
               Option Holder's death or disability (which may be defined in the
               Option Agreement or be subject to interpretation by the Relevant
               Group Member) the Option shall remain exercisable, but to the
               extent only that it shall have become vested and exercisable as
               at the date of the Option Holder's death or disability, for a
               period of twelve (12) months after such date; provided however
               that in no event may the Option be exercised after the expiration
               of the Option Period.

         (iii) OTHER CATEGORIES OF PERSON. For all purposes under this Section,
               an Option Holder who is not an Employee, Officer or Director will
               be considered to have had his contract for services terminated at
               the conclusion of the relevant contract or upon notice by the
               Relevant Group Member of termination for default or breach of
               contract. If the contract is terminated for breach or default
               then the Option shall lapse immediately. Otherwise the Option
               notwithstanding that it shall have vested and become exercisable

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               in whole or in part shall lapse in accordance with its terms or
               Sections 6.3(c)(iii) and 6.3(d) above.

          For the purposes of this Section an Option Holder's employment or
          office or directorship shall not be treated as terminated if he
          remains or thereupon becomes an Employee, Officer or Director of
          another member of the Group.

6.4 TRANSFERABILITY OF OPTION. Each Option Agreement shall provide and the
Initial Option Terms shall be deemed to provide that neither the Option nor any
rights under the Option Agreement or the Initial Option Terms are transferable,
assignable or chargeable by the Option Holder.

6.5 EXERCISE, PAYMENTS, ETC. Each Option Agreement shall provide and the Initial
Option Terms shall be deemed to provide that the method for exercising the
Option will be by delivery to the registered office of the Company (or to such
other place as the Share Option Committee may decide) of written notice
specifying the particular Option (or part thereof) that is being exercised and
the number of Shares (or ADS's) with respect to which such Option (or part
thereof) is being exercised, together with payment of the Subscription Price.
Such notice shall be in a form satisfactory to the Share Option Committee and
shall specify the Shares (or ADS's) in respect of which the Option is being
exercised on that occasion. The exercise of the Option shall only be effective
upon delivery of such notice and payment to the Company of the Subscription
Price. The Share Option Committee may in their discretion issue ADS's
(equivalent to the Shares the subject of the Option) pursuant to the exercise of
any Option notwithstanding that the Option may have been granted in respect of
Shares. In the event that ADS's fall to be issued on exercise of the Option the
Company shall procure that all necessary arrangements shall be made with the
Depositary for the issue of ADS's, to be evidenced by ADR's, on the exercise of
the Option. The issue of the relevant Shares or ADS's will take place at the
registered office of the Company (or at such other place as the Share Option
Committee may decide). Unless Shares are held in uncertificated form, a share
certificate representing the relevant Shares will be issued by the Company (or
an ADR or ADR's representing the relevant ADS's will be issued by the
Depositary) and delivered to the Option Holder. Unless restricted by the Option
Agreement or by law, the Subscription Price plus the Exercise Charges shall be
paid by any of the following methods or any combination of the following
methods:

          (i)  in cash; or

          (ii) by cashier's cheque, certified cheque, or banker's draft or other
               acceptable banker's note payable to or to the order of the
               Company; or

         (iii) by delivery to the Company of a properly executed notice of
               exercise together with irrevocable instructions (referred to in
               the industry as `delivery against payment') to a broker to sell
               either all of such Shares (or ADS's) or as many thereof as
               (taking into account broker's dealing costs and expenses) when
               multiplying the same by the sale price thereof obtained by the
               broker shall be equal in amount to the Subscription Price plus
               the Exercise Charges and to deliver to the Company promptly the
               amount of the net proceeds of the sale of all or part of the
               Shares (or

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               ADS's) in payment of the Subscription Price plus the Exercise
               Charges of the Shares (or ADS's) in respect of which the Option
               is exercised; or

          (iv) by way of a loan from the broker to the Option Holder necessary
               to pay the Subscription Price plus the Exercise Charges, together
               with such other documents as the Share Option Committee may
               determine; or

          (v)  by such other lawful method as the Stock Option Committee may
               approve.

6.6 DATE OF GRANT. A New Option shall be treated as having been granted on the
date specified by the resolution of the Share Option Committee resolving to
grant the New Option or in the Option Agreement. An Initial Option shall be
treated as having been granted on the date specified by the resolution of the
Share Option Committee resolving to grant the Initial Option, which date, in the
case of an Existing Starnet Option, unless otherwise decided in their discretion
by the Share Option Committee, shall be the date of grant of the Existing
Starnet Option in respect of which the Initial Option is granted.

6.7 SHAREHOLDER PRIVILEGES. Prior to the exercise of the Option and the issue of
Shares (or ADS's) to the Option Holder, an Option Holder shall have no rights as
a shareholder with respect to any Shares (or ADS's) subject to any Option
granted to such person under the Plan and, until the Option Holder becomes the
holder of such Shares (or ADS's), no adjustments, other than those described in
Section 4, shall be made for dividends or other distributions or other rights in
respect of which the record date precedes the date on which such Option Holder
becomes the holder of such Shares (or ADS's).

                                    SECTION 7
                     RIGHTS OF EMPLOYEES AND OPTION HOLDERS

7.1 EMPLOYMENT. Nothing contained in the Plan or in any Option Agreement or
Initial Option Terms shall confer upon any Eligible Participant or Option Holder
any right with respect to the continuation of employment by or office or
directorship with or their contract with any member of the Group, or interfere
in any way with the right of any member of the Group, subject to the terms of
any separate agreement or contract to the contrary, at any time to terminate
such employment or office or directorship or contract or to increase or decrease
the remuneration or fees to which the Eligible Participant or Option Holder is
entitled. In the event of an Eligible Participant or Option Holder ceasing to be
an Employee or Officer or Director or to have the benefit of any contract with a
member of the Group, he shall not be entitled to and shall be deemed to have
waived any right to damages or compensation for the loss of any right or benefit
or prospective right or benefit under the Plan or by virtue of any Option
Agreement or Initial Option Terms (including, in particular but not by way of
limitation, any Option held by him whether such Option shall have vested and
become exercisable or not which lapses by reason of his ceasing to be an
Employee, Officer or Director of or to have the benefit of a contract with any
member of the Group) whether for unfair dismissal, wrongful dismissal, breach of
contract or otherwise.

                                    SECTION 8
                              GENERAL RESTRICTIONS

8.1 INVESTMENT REPRESENTATIONS. The grant or exercise of an Option is strictly
upon the basis that the Option Holder is relying upon his own examination of the
legal, taxation,


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financial and other consequences thereof. The Company may require any Option
Holder as a condition of exercising such Option or being issued the Shares (or
ADS's) under the Option, to give written assurances, in substance and form
satisfactory to the Company and its legal advisers, to the effect that such
exercise is for his own account for investment and not with any present
intention of selling and to such other effect as the Company deems necessary or
appropriate in order to comply with relevant securities laws. Legends evidencing
such restrictions may be placed on the share certificates (or ADR's) evidencing
the Shares.

8.2 COMPLIANCE WITH SECURITIES LAWS. Each Option shall be subject to the
requirement that if at any time the Company's legal advisers determine that the
listing, registration or qualification of the Shares (or ADS's) subject to such
Option upon any securities exchange or under any national, provincial, state or
federal law, or the consent or approval of any governmental or regulatory body,
is necessary as a condition of, or in connection with, the issue of Shares (or
ADS's) thereunder, such Option may not be exercised in whole or in part unless
such listing, registration, qualifications, consent or approval shall have been
effected or obtained on conditions acceptable to the Share Option Committee.
Nothing herein will be deemed to require the Company to apply for or to obtain
such listing, registration or qualification or consent or approval.

                                    SECTION 9
                               BENEFITS AND TAXES

9.1 BENEFITS AND TAXES. The amount of any remuneration or benefit deemed to be
received by an Option Holder as a result of the grant or vesting or exercise of
an Option will not constitute "earnings" with respect to which any other
employee benefits of such Option Holder are determined, including without
limitation benefits under any pension, profit sharing, life insurance or salary
continuation plan. The Option Holder shall be entirely responsible for any
Option Holder Tax Liability and, except in so far as the Share Option Committee
may in their discretion decide otherwise, or as provided by the Initial Option
Terms or the Option Agreement (as the case may be) any SDRT Liability or
Corporate Tax Liability. No payment or contribution in respect thereof (except
as aforesaid) shall be required of any member of the Group. Further, if any
member of the Group shall suffer any such liability then (except in so far as
the Share Option Committee may in their discretion decide or as provided by the
Initial Option Terms or the Option Agreement (as the case may be)) the full
amount of such liability shall be a debt of the Option Holder to such member of
the Group payable immediately and for which such member of the Group may seek
judgement and, before judgement or process, may set-off against any amounts due
to the Option Holder or may recover, again before judgement or process, by such
lawful means as may be decided in their discretion by the Share Option
Committee.

                                   SECTION 10
                  PLAN AMENDMENT, MODIFICATION AND TERMINATION

10.1 AMENDMENT. The Board may at any time terminate and, from time to time, may
amend or modify the Plan provided, however, that no amendment or modification
may become effective without approval of the amendment or modification by
Ordinary Resolution of the shareholders, if shareholder approval is required to
enable the Plan to satisfy any applicable legal requirements, or if the Company,
on the advice of its legal advisers, determines that shareholder approval is
otherwise necessary or desirable.


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No material amendment or modification and no termination of the Plan shall in
any manner adversely affect any Options granted prior thereto under the Plan,
without :-

     (a)  the Share Option Committee having invited Option Holders to give an
          indication as to whether or not they approve the amendment or
          modification; and

     (b)  the amendment or modification being approved by Option Holders who
          have given such an indication and whose outstanding Options are in
          respect of a majority of the Shares the subject of the outstanding
          Options of Option Holders who have given such an indication.

Notwithstanding the above the Board may, without any such approval or consent,
make any minor amendment or modification to the Plan to benefit the
administration of the Plan or any amendment or modification to obtain favourable
tax or regulatory treatment of Option Holders or any member of the Group
(including, by way of example, amendments or modifications to qualify Options as
incentive stock options within the meaning of Section 422 of the United States
Inland Revenue Code of 1986, as amended from time to time).

                                   SECTION 11
                                   WITHHOLDING

11.1 WITHHOLDING REQUIREMENT. The Company's obligations upon the exercise of an
Option shall be subject to the Option Holder's satisfaction of all Option Holder
Tax Liability and, insofar as recoverable from the Option Holder, all SDRT
Liability and Corporate Tax Liability.

11.2 PAYMENTS AND ADJUSTMENTS The Share Option Committee, in its sole
discretion, may permit or require the Option Holder to pay all or any Option
Holder Tax Liability or, insofar as recoverable from the Option Holder, SDRT
Liability or Corporate Tax Liability, by such lawful means as the Share Option
Committee in its discretion determines, including adjustment to the Subscription
Price.


                                   SECTION 12
                             BROKERAGE ARRANGEMENTS

12.1 BROKERAGE. The Share Option Committee, in its discretion, may enter into
arrangements with one or more banks, brokers or other financial institutions to
facilitate the disposal of all or any Shares (or ADS's) acquired upon exercise
of Options, including, without limitation, arrangements for the simultaneous
exercise of Options and sale of all or any Shares (or ADS's) acquired upon such
exercise.

                                   SECTION 13
                           NON-EXCLUSIVITY OF THE PLAN

13.1 OTHER PLANS. The adoption of the Plan is not to be construed as creating
any limitations on the power or authority of any member of the Group to adopt
such other or additional incentive or remuneration or benefits arrangements of
whatever nature as any member of the Group may deem necessary or desirable or
preclude or limit the continuation of any other plan, practice or arrangement
for the payment of remuneration


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or provision of benefits generally, or to any class or group of persons, that
any member of the Group has lawfully put into effect, including, without
limitation, any retirement, pension, savings and share purchase plan, insurance,
death and disability benefits and executive short-term incentive plans.

                                   SECTION 14
                               REQUIREMENTS OF LAW

14.1 REQUIREMENTS OF LAW. The issue of Shares (or ADS's) and the doing of any
other act or deed pursuant to the Plan shall be subject to all applicable laws,
rules and regulations.

14.2 GOVERNING LAW The Plan and all Option Agreements and Initial Option Terms
shall be construed in accordance with and governed by the laws of England. Any
reference to or to a section of a statutory provision (unless expressly provided
otherwise) shall be to that in force in England.

14.3 JURISDICTION. Each Option Holder shall be deemed to have agreed to submit
to the non-exclusive jurisdiction of the Courts of Law in England and/or of the
Courts of the jurisdiction of the country or place in which the relevant member
of the Group, of which he is for the time being an Employee, Officer or Director
or with which he has a contract, shall be resident or domiciled.

                                   SECTION 15
                              DURATION OF THE PLAN

15.1 TERMINATION The Plan shall terminate at such time as may be determined by
the Board, and no Option shall be granted after such termination. If not sooner
terminated under the preceding sentence, the Plan will fully cease and expire at
midnight on May 16, 2011. Options outstanding at the time of the Plan
termination may continue to be exercised in accordance with their terms.