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                                                                    EXHIBIT 4.1

           RULES OF THE OMNI INDUSTRIES EMPLOYEES' SHARE OPTION SCHEME

1.       NAME OF THE SCHEME

         The Scheme shall be called the "Omni Industries Employees' Share Option
         Scheme".

2.       OBJECTIVES OF THE SCHEME

         The Scheme is principally a share incentive scheme. The objective of
         the Scheme is to provide an opportunity for selected employees of
         the Group of the rank of Officer (or its equivalent) and above and
         Executive Directors to participate in the equity of the Company.

3.       DEFINITIONS

3.1      In this Scheme, unless the context otherwise requires, the following
         words and expressions shall have the following meanings:

<Table>
<Caption>
                  <S>                             <C>
                  "Act"                           :   The Companies Act (Chapter 50) of Singapore, as amended or
                                                      modified from time to time

                 "Adoption Date"                  :   The date on which this Scheme is adopted by the Company in
                                                      general meeting

                  "Aggregate Subscription Cost"   :   The total amount payable for Shares which may be acquired on
                                                      the exercise of an Option

                  "Auditors"                      :   The auditors of the Company for the time being

                  "Board"                         :   The Board of Directors of the Company for the time being

                  "CDP"                           :   The Central Depository (Pte) Limited

                  "Committee"                     :   A committee comprising Directors who are not Participants, for
                                                      the time being duly authorised and appointed by the Board to
                                                      administer the Scheme.

                  "Company" or "Omni Industries"  :   Omni Industries Limited

                  "Date of Grant"                 :   The date on which an Option is granted pursuant to Rule 5

                  "Director"                      :   A director of the Company for the time being
</Table>

<PAGE>


<Table>
<Caption>
                  <S>                             <C>
                  "Employee"                      :   A full-time confirmed employee of the Group selected by the
                                                      Committee to participate in the Scheme in accordance with
                                                      Rule 5

                  "Executive Director"            :   A Director who is a full-time employee and who performs an
                                                      executive function

                  "Group"                         :   The Company and its Subsidiaries

                  "Market Day"                    :   A day on which SES is open for trading in securities

                  "Members"                       :   The registered holders of the Shares or in the case of
                                                      Depositors, Depositors who have Shares entered against their
                                                      names in the Depository Register

                  "Option"                        :   The right to subscribe for Shares granted or to be granted
                                                      pursuant to the Scheme

                  "Option Period"                 :   Subject as provided in Rule 8, the period commencing on the
                                                      date immediately after the first anniversary of the Date of
                                                      Grant and ending on the date immediately before the fifth
                                                      anniversary of the relevant Date of Grant

                  "Participant"                   :   The holder of an Option

                  "Record Date"                   :   The date, at the close of business, on which Members must be
                                                      registered in order to participate in any dividends, rights,
                                                      allotments or other distributions

                  "SES"                           :   The Stock Exchange of Singapore Limited

                  "Scheme"                        :   The Omni Industries Employees' Share Option Scheme, as amended
                                                      from time to time

                  "Scheme Shares"                 :   Shares to be issued under the Scheme

                  "Shares"                        :   Ordinary shares of $0.10 each in the capital of the Company

                  "Subscription Price"            :   The price at which a Participant shall subscribe for each
                                                      Scheme Share upon the exercise of an Option as determined in
                                                      accordance with Rule 7

                  "Subsidiary"                    :   A company which is for the time being a subsidiary of the
                                                      Company as defined in Section 5 of the Act

                  "Trading Day"                   :   A day on which Shares are traded on SES

                  "$" and "cents"                 :   Singapore dollars and cents, respectively
</Table>


<PAGE>



<Table>
<Caption>
                  <S>                             <C>
                  "%" or "per cent"               :   Per centum
</Table>

     3.2  The terms "Depositor", "Depository Register" and "Depository Agent"
          shall have the meaning ascribed to them respectively in Section
          130A of the Act.

     3.3  Words importing the singular shall, where applicable, include the
          plural and VICE VERSA and words importing the masculine gender
          shall, where applicable, include the feminine and neuter genders.

     3.4  Any reference in this Scheme to any enactment is a reference to
          that enactment as for the time being amended or re-enacted. Any
          word defined under the Act or any statutory modification thereof
          and used in the Scheme shall have the meaning assigned to it under
          the Act.

     3.5  Any reference to a time of day in the Scheme shall be a reference to
          Singapore time.

4.   ADMINISTRATION OF THE SCHEME

     4.1  The Scheme shall be administered by the Committee in its absolute
          discretion with such powers and duties as are conferred on it by
          the Board.

     4.2  The Committee shall have the power, from time to time, to make and
          vary such regulations (not being inconsistent with the Scheme) for
          the implementation and administration of the Scheme as it deems fit.

     4.3  Any decision of the Committee, made pursuant to any provision of
          the Scheme (other than a matter to be certified by the Auditors),
          shall be final and binding (including any decision pertaining to
          disputes as to interpretation of the Scheme or any rule,
          regulation, procedure thereunder or as to any rights under the
          Scheme).

5.   GRANT AND ACCEPTANCE OF OPTIONS

     5.1  The following persons who must be at least twenty-one (21) years of
          age shall be eligible to participate in the Scheme at the
          discretion of the Committee. The person must:

          (i)  be a confirmed full-time employee of the Group of the rank of
               Officer (or its equivalent) and above; and

          (ii) who is not a substantial shareholder of the Company as defined in
               the Act.

     5.2  Executive Directors shall be eligible to participate in the Scheme
          if they meet the criteria in paragraph 5.1 and the grant of Option
          and related allotment and issue of Shares to them shall be
          specifically approved by shareholders of the Company in general
          meeting.

     5.3  Employees who are selected to participate in the Scheme shall not
          be eligible to participate in any other share option scheme
          implemented by the Group.

     5.4  Employees shall always participate in the option scheme of the
          company in which they are principally employed unless that company
          has not implemented such a scheme. In the event that the Company's
          Subsidiary implements a share option scheme, an

<PAGE>


          Employee who is principally employed by that subsidiary shall no
          longer be entitled to participate in the Scheme, and shall not be
          granted any further options under the Scheme; provided, however,
          that any Options which have already been granted to such Employee
          shall continue to be exercisable in accordance with the terms of
          the Scheme.

     5.5  Subject to Rule 12, the Committee may grant Options to such
          Employee as it may select in its absolute discretion at any time
          within the period of forty-two (42) days commencing after the fifth
          Market Day following the date of announcement of the Company's
          interim results or final results. In the event that an announcement
          on any matter of an exceptional nature involving unpublished
          price-sensitive information is made during the aforesaid forty-two
          (42) day period, Options may only be granted after the fifth Market
          Day from the date on which the aforesaid announcement is released.
          The aforesaid forty-two (42) day period may be extended with the
          approval of SES.

     5.6  The Letter of Offer to grant the Option to an Employee shall be in
          or substantially in the form set out in Appendix I (subject to such
          modifications as the Committee may from time to time determine).

     5.7  The grant of an Option to an Employee under Rule 5, if accepted by
          the Employee, shall be accepted by the Employee within thirty (30)
          days and in no event later than 5.00 p.m. on the thirtieth day from
          such Date of Grant by completing, signing and returning the
          Acceptance Form in or substantially in the form set out in Appendix
          II (subject to any modification as the Committee may from time to
          time determine), accompanied by a remittance of $1.00 as
          consideration. Such remittance shall in no circumstance be
          refundable.

     5.8  The Employee may accept or refuse the whole or part of the offer.
          If only part of the offer is accepted, the Employee shall accept
          the offer in multiples of 1,000 Scheme Shares.

     5.9  The Employee is eligible to participate in the Scheme on the date
          of receipt of the Acceptance Form by the Committee. The Committee
          shall within fifteen (15) Market Days of receipt of the Acceptance
          Form and consideration acknowledge receipt of the same.

     5.10 If the grant of an Option is not accepted in the manner provided in
          Rule 5.7, 5.8 and 5.9 such offer shall upon the expiry of the
          thirty (30) day period automatically lapse and shall be null and
          void and of no effect.

     5.11 In the event that a grant of an Option results in contravention of
          any applicable laws or regulations, such grant shall be null and
          void and of no effect and the relevant Participant shall have no
          claim whatsoever against the Company.

6.  MAXIMUM ENTITLEMENT

     6.1  Subject to such adjustment pursuant to Rule 11, the number of
          Shares which may be offered to an Employee in accordance with the
          Scheme shall be determined at the discretion of the Committee who
          shall take into account criteria such as rank, seniority, length of
          service, performance and potential for future development of the
          Employee and the performance of the Company.

<PAGE>

          And provided always that, subject to such adjustments as may be
          made pursuant to Rule 11 of the Scheme:

          (i)  the maximum  entitlement of any Employee shall not exceed
               twenty-five (25) per cent of the total number of Scheme Shares
               which may be issued by the Company (including any Scheme
               Shares which may be issued pursuant to adjustments, if any,
               under Rule 11) pursuant to the exercise of Options under the
               Scheme; and

          (ii) not more than fifty (50) per cent of the total number of
               Scheme Shares may be offered in aggregate to Executive
               Directors, chief executive officers, senior general managers
               and officers of equivalent rank.

     6.2  In any one financial year whilst the Scheme is in force, the
          Committee may grant Options in respect of up to ten (10) per cent
          of the maximum size of the Scheme as at the day preceding the Date
          of Grant, provided that if the Committee grants Options in respect
          of less than ten (10) per cent of the maximum number of Scheme
          Shares over which Options could be granted by the Committee in that
          financial year, the balance of the Scheme Shares over which Options
          could be granted in that financial year, shall be carried forward
          and added to the number of Scheme Shares over which Options may be
          granted in the following financial year(s).

7.   SUBSCRIPTION PRICE

          Subject to any adjustment pursuant to Rule 11, the Subscription
          Price for each Scheme Share shall be the average of the last dealt
          prices for the Shares, as determined by reference to the daily
          financial news published by SES for the three (3) consecutive
          Trading Days immediately preceding the Date of Grant or the nominal
          value of the Shares, whichever is higher.

8.   RIGHTS TO EXERCISE OPTIONS

     8.1  The offer of the Option shall be personal to the Employee to whom
          it  is granted and any Option granted and accepted by the Employee
          under  the Scheme shall not be transferred, charged, assigned,
          pledged or  otherwise disposed of or encumbered in whole or in part
          unless  approved by the Committee, but may be exercised by the
          Employee's duly  appointed personal representatives as provided in
          Rule 8 in the event  of the death of the Employee. Any breach of
          the foregoing shall  entitle the Company to cancel any outstanding
          Option or part thereof  granted to such Employee.

     8.2  Subject as provided in Rules 8, 9 and 10, an Option shall be
          exercisable, in whole or in part (provided that an Option may be
          exercised in part only in respect of 1,000 Scheme Shares or any
          multiple thereof), in accordance with the terms and conditions of
          this Scheme, at any time during the option period in the following
          manner:

          (i)  in relation to a Participant who has been in the service of
               the Group for less than twelve (12) months as at the Date of
               Grant of the Option, the Participant may exercise the Option
               from time to time after the second but before the third
               anniversary of the Date of Grant of the Option, in respect of
               Scheme Shares constituting up to but not more than forty (40)
               per cent of all Scheme Shares comprised in that Option. On or
               after the third but before the fourth anniversary

<PAGE>


               of the Date of Grant of the Option, the Participant may
               exercise the Option from time to time in respect of Scheme
               Shares constituting up to but not more than twenty (20) per
               cent of all Scheme Shares comprised in that Option. On or
               after the fourth anniversary of the Date of Grant of the
               Option, the Participant may exercise the Option from time to
               time in respect of Scheme Shares constituting the balance of
               the Scheme Shares comprised in that Option; and

          (ii) in relation to a Participant who has been in the service of
               the Group for twelve (12) months or more as at the Date of
               Grant of the Option, the Participant may exercise the Option
               from time to time after the first but before the second
               anniversary of the Date of Grant of the Option, in respect of
               Scheme Shares constituting up to but not more than forty (40)
               per cent of all the Scheme Shares comprised in that Option. On
               or after the second but before the third anniversary of the
               Date of Grant of the Option, the Participant may exercise the
               Option from time to time in respect of Scheme Shares
               constituting up to but not more than twenty (20) per cent of
               all the Scheme Shares comprised in that Option. On or after
               the third but before the fourth anniversary of the Date of
               Grant of the Option, the Participant may exercise the Option
               from time to time in respect of Scheme Shares constituting up
               to but not more than twenty (20) per cent of all the Scheme
               Shares comprised in that Option. On or after the fourth
               anniversary of the Date of Grant of the Option, the
               Participant may exercise the Option from time to time in
               respect of Scheme Shares constituting the balance of the
               Scheme Shares comprised in that Option.

     8.3  An Option shall, to the extent unexercised, immediately lapse without
          any claim against the Company:

          (i)  subject to the Rules 8.4, 8.5 and 8.6 upon the Participant
               ceasing to be in full-time employment of the Group or upon
               termination of the Participant's contract of services for any
               reason whatsoever; or

          (ii) upon bankruptcy of the Participant or the happening of any
               other event which results in his being deprived of the legal
               or beneficial ownership of such Option; or

         (iii) in the event of gross misconduct on the part of the
               Participant as determined by the Committee in its discretion.

          For the purpose of Rule 8.3(i), a Participant shall be deemed to
          have ceased to be so employed as of the date notice of termination
          of employment is tendered by or given to him, unless such notice
          shall be withdrawn prior to its effective date.

     8.4  If a Participant ceases to be employed by the Group by reason of
          ill-health,  injury, disability (in each case evidenced to the
          satisfaction of the Committee), redundancy, retirement or for any
          other reason approved in writing by the Committee, he may, at the
          absolute discretion of the Committee, exercise any unexercised
          Option within the period of six (6) months after the date of such
          cessation of employment or before the fifth anniversary of the Date
          of Grant, whichever is earlier, or such other period as approved by
          the Committee in writing. Upon the expiry of such period, the
          Option shall lapse.

<PAGE>


     8.5  If a Participant ceases to be employed by the Company or its
          Subsidiaries by reason of the company by which he is principally
          employed ceasing to be a member of the Group or the undertaking or
          part of the undertaking of such company being transferred otherwise
          than to another company within the Group or for any other reason
          whatsoever, provided the Committee gives its consent in writing, he
          may, at the discretion of the Committee, exercise any unexercised
          Option(s) during the period provided in Rule 8.2

     8.6  If a Participant dies and at the date of his death holds any
          unexercised Option, such Option may, at the absolute discretion of
          the Committee,  be exercised by the duly appointed  legal personal
          representatives of the Participant within the period of twelve (12)
          months after his death or before the fifth anniversary of the Date
          of Grant, whichever is earlier, or such other period as approved by
          the Committee in writing provided always that the Option shall be
          exercisable only after the first anniversary of the Date of Grant
          of that Option. Upon expiry of such period, the Option shall lapse.

9.   EXERCISE OF OPTIONS, ALLOTMENT AND LISTING OF SHARES

     9.1  Subject to rule 8, an Option may be exercised, by a Participant
          giving notice in writing to the Company, in the form or
          substantially in the form set out in Appendix III (subject to such
          modifications as the Committee may from time to time determine).
          Such notice must be accompanied by full payment of the Aggregate
          Subscription Cost, the relevant CDP charges and any other
          documentation the Committee may require. All payments pursuant to
          this clause shall be made in cash or by cheque, cashiers order,
          bank draft or postal order made out in favour of the Company. An
          Option shall be deemed to be exercised upon the receipt by the
          Company of the said notice duly completed and full payment of the
          Aggregate Subscription Cost, the relevant CDP charges and any other
          documentation as the Committee may require.

     9.2  In the event of an Option, being exercised in part only, the
          balance of the Option not thereby exercised shall continue to be
          exercisable in accordance with Rule 8 and the provisions of Rule 10
          until such time as it shall lapse in accordance with the provisions
          of this Scheme.

     9.3  The exercise of an Option (including the time and manner of such
          exercise) shall be subject to and carried out in accordance with
          any guidelines that may from time to time be prescribed by the
          Committee. The Company further reserves the right to treat any
          exercise as invalid where it has reason to believe that such
          exercise would or may infringe any applicable guidelines of SES.

     9.4  The Company shall, as soon as practicable after the exercise of an
          Option, allot and issue the relevant Scheme Shares to the
          Participant and shall apply to SES and any other stock exchanges on
          which the Shares are quoted, for permission to deal in and for
          quotation of such Scheme Shares. Subject to such consents or other
          required action of any competent authority under regulations or
          enactments for the time being in force as may be necessary and
          subject to compliance with the Rules of the Scheme, the Scheme
          Shares shall be allotted and issued to a Participant not more than
          ten (10) Market Days after the exercise of the Option and within
          five (5) Market Days from the date of such allotment, the Company
          shall issue and despatch to CDP and share certificates in respect
          thereof by ordinary post or such other mode as the Committee may
          deem fit.

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     9.5  Scheme Shares which are allotted on the exercise of an Option by a
          Participant shall be issued in the name of CDP or its nominees, as
          the case may be, and shall be credited to the Participant's
          securities account with CDP or sub-account maintained with a
          Depository Agent, as the case may be.

    9.6  The Scheme Shares issued on the exercise of an Option shall be
          subject to all provisions of the Articles of Association of the
          Company, and shall rank in full for all entitlements including
          dividends or other distributions declared or recommended in respect
          of the then existing issued Shares, the Record Date for which is on
          or after the date upon which such exercise occurred, and shall in
          all other respects rank pari passu with other Shares then in issue.

     9.7  The Company shall keep available sufficient unissued Shares to
          satisfy the exercise in full of all Options for the time being
          remaining capable of being exercised.

10.  TAKE-OVER AND WINDING UP OF THE COMPANY

     10.1 In the event of a take-over offer being made for the Shares of the
          Company, Participants (including Participants holding Options which
          are not then exercisable pursuant to the provisions of Rule 8.2)
          holding Options as yet unexercised shall, subject to Rule 10.5 be
          entitled to exercise such Options in full or in part in the period
          commencing on the date on which such offer is made or, if such
          offer is conditional, the date on which the offer becomes or is
          declared unconditional, as the case may be, and ending on the
          earlier of:

          (i)  the expiry of six (6) calendar months thereafter (unless prior
               to the expiry of such six (6) month period, at the
               recommendation of the offeror and with the approvals of the
               Committee and SES, such expiry date is extended to a later
               date (being a date falling not later than the date of expiry
               of the Option Period relating thereto)); or

          (ii) the date of the expiry of the Option Period relating thereto,
               whereupon any Option then remaining unexercised shall lapse
               and be null and void.

          Provided always that if during such period the offeror becomes
          entitled or bound to exercise the rights of compulsory acquisition
          of the Shares under Section 215 of the Act and, being entitled to
          do so, gives notice to the Participants that it intends to exercise
          such rights on a specified date, the Option shall remain
          exercisable until the specified date or the expiry of the Option
          Period relating thereto, whichever is earlier. Any Option not so
          exercised by the said specified date shall lapse provided that the
          rights of acquisition or obligations to acquire stated in the
          notice shall have been exercised or performed, as the case may be.

     10.2 If under the Act, 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 another
          company or companies, each Participant shall be entitled, subject
          to Rule 8.3 and Rule 10.5, to exercise any Option then held by him
          during the period commencing on the date upon which the compromise
          or arrangement is sanctioned by the Court and ending either on the
          expiry of sixty (60) days thereafter or the date upon which the
          compromise or arrangement, as the case may be, becomes effective,
          whichever

<PAGE>


          is the later (but not after the expiry of the Option Period
          relating thereto), whereupon any unexercised Options shall lapse
          and become null and void.

     10.3 In the event of a members' voluntary winding-up of the Company
          (other than for the purposes of amalgamation or reconstruction),
          the Participants shall, notwithstanding that the resolution in
          respect of such winding-up is passed prior to the commencement of
          the Option Period relating to any of the Options of any
          Participant, subject to Rule 10.5, be entitled within thirty (30)
          days of the passing of the resolution of such winding-up (but not
          after the expiry of the Option Period relating thereto) to exercise
          in full any unexercised Options, after which such unexercised
          Options shall lapse and become null and void.

     10.4 If an order or an effective resolution is passed for the winding-up
          of the Company on the basis of its insolvency, all Options, to the
          extent unexercised, shall lapse and become null and void.

     10.5 If in connection with the making of a general offer referred to in
          Rule 10.1 or the scheme referred to in Rule 10.2 or the winding-up
          referred in Rule 10.3 and 10.4, arrangements are made (which are
          confirmed in writing by the Auditors, acting only as experts and
          not as arbitrators, to be fair and reasonable) for the compensation
          of Participants, whether by the continuation of their Options or
          the payment of cash or the grant of other options or otherwise, a
          Participant holding an Option, which is not then exercisable, may
          not, except at the discretion of the Committee, be permitted to
          exercise that Option as provided for in Rule 10.

     10.6 To the extent that an Option is not exercised within the periods
          referred to in Rule 7, it shall, subject to Rule 8, lapse and
          become null and void.

11.  VARIATION OF CAPITAL

     11.1 If a variation in the issued share capital of the Company (whether
          by way of a capitalisation or rights issue, reduction,
          sub-division, consolidation or distribution of Shares) shall take
          place then:

          (i)  the Subscription Price for the Scheme Shares; and/or

          (ii) the nominal value, class and/or number of Scheme Shares comprised
               in an Option to the extent unexercised and the rights attached
               thereto; and/or

         (iii) the nominal value, class and/or number of Scheme Shares over
               which additional Options may be granted to the Participant;

          shall be adjusted in such manner as the Committee may determine to
          be appropriate and upon the written confirmation of the Auditors
          (acting only as experts and not as arbitrators), except in relation
          to a capitalisation issue, that in their opinion, such adjustment
          is fair and reasonable.

          For this purpose, any issue of Options by the Company to subscribe for
          new Shares in the capital of the Company at less than the price as
          ascertained by reference to Rule 7 shall be deemed to amount to a
          variation in the issued share capital of the Company.


<PAGE>


     11.2 Notwithstanding the provisions of Rule 11.1 no such adjustment shall
          be made:

          (i)  if as a result, the Subscription Price shall fall below the
               nominal amount of a Share and if such adjustment would but for
               this paragraph result in the Subscription Price being less
               than the nominal amount of a Share, the Subscription Price
               payable shall be the nominal amount of a Share;

          (ii) if as a result, the number of shares which a Participant shall
               be entitled to subscribe for pursuant to the exercise of
               Options granted to him shall be reduced; and

         (iii) unless the Committee after considering all relevant
               circumstances, considers it equitable to do so.

     11.3 The issue of securities as consideration for an acquisition or a
          private placement of securities will not be regarded as a
          circumstance requiring adjustment.

     11.4 The restriction on the number of Scheme Shares to be offered to any
          Employee, under Rule 6.1 shall not apply to the number of
          additional Scheme Shares or Options over additional Scheme Shares
          issued by virtue of any adjustment to the number of Scheme Shares
          and/or Options pursuant to Rule 11.

     11.5 Upon any adjustment made pursuant to Rule 11, the Company shall
          notify each Participant (or his duly appointed  personal
          representatives) a statement setting forth the Subscription Price
          thereafter in effect and the nominal value, class and/or number of
          Scheme Shares thereafter to be issued on the exercise of the
          Option. Any adjustment shall take effect upon such written
          notification being despatched.

12. LIMITATIONS ON SIZE OF THE SCHEME

          The aggregate number of Scheme Shares over which the Committee may
          grant Options on any date, when added to the number of Shares
          issued and issuable in respect of all Options granted under this
          Scheme, shall not exceed fifteen (15) per cent of the issued share
          capital of the Company on the day preceding that date.

13. DURATION OF THE SCHEME

     13.1 The Scheme shall continue to be in force at the discretion of the
          Committee, subject to the maximum period of ten (10) years
          commencing on the Adoption Date, provided always that the Scheme
          may continue beyond the above stipulated period with the approval
          of the Company's shareholders by resolution in general meeting and
          of any relevant authorities which may then be required.

     13.2 The Scheme may be terminated at any time by the Committee or by
          resolution of the Company in general meeting subject to all other
          relevant approvals which may be required and if the Scheme is so
          terminated no further Options shall be offered by the Company
          hereunder but the provisions of the Scheme shall in relation to the
          Options then subsisting continue in full force and effect.

<PAGE>


     13.3 The termination or discontinuance or expiry of the Scheme shall be
          without prejudice to the rights accruing to Options which have been
          granted and accepted as provided in Rule 5, whether such Options
          have been exercised (whether fully or partially) or not.

     13.4 Every Option shall be subject to the condition that no Shares shall
          be issued pursuant to the exercise of an Option if such issue would
          be contrary to any law or enactment, or any rules or regulation of
          any legislative or non-legislative governing body for the time
          being in force in Singapore or any other relevant country.

14.  ALTERATION OF THE SCHEME

     14.1 The Scheme may be modified and/or altered in any respect at any
          time and from time to time by resolution of the Committee except
          that:

          (a)  no modification or alteration shall alter adversely the rights
               attaching to any Options granted prior to such modification or
               alteration except with the consent in writing of such number
               of Participants who, if they exercised their Options in full,
               would thereby become entitled to not less than three-quarters
               (3/4) in nominal value of all the Scheme Shares which would be
               allotted and issued upon exercise in full of all outstanding
               Options;

          (b)  the definitions of "Committee", "Employee" "Option Period",
               "Participant" and "Subscription Price" and the provisions of
               Rules 5.1 to 5.5, 5.7 to 5.9, 6.1, 7, 8, 9.6, 12 and this Rule
               14, shall not be altered to the advantage of Participants
               except with the sanction of the Members in general meeting; and

          (c)  no alteration or amendment shall be made without the prior
               approval of SES and such other regulatory authorities as may
               be necessary.

     14.2 Notwithstanding anything to the contrary contained in Rule 14.1,
          the Committee may at any time by resolution (and without other
          formality, save for the prior approval of SES if necessary) amend
          or alter the Scheme in any way to the extent necessary to cause the
          Scheme to comply with any statutory provision or the regulations of
          any regulatory or other relevant authority or body (including SES).

     14.3 The Committee shall from time to time review the terms of the
          Scheme in view of changes (if any) to the guidelines, statutory
          provisions or regulations of any regulatory or other relevant
          authority or body (including SES) and notwithstanding anything to
          the contrary contained in Rule 14.1, the Committee may at any time
          by resolution (and without other formality, save for the prior
          approval of SES) amend or alter the Scheme as it deems fit based on
          the findings of its review, save that amendments or alterations
          adversely affecting the rights of Members shall not be allowed
          except with the sanction of the Shareholders in general meeting.

     14.4 Written notice of any modification or alteration made in accordance
          with this Rule shall be given to all Participants.

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15.  DISPUTES

     Any dispute arising in connection with the Scheme (whether as to the
     number of Shares the subject of an Option, the amount of the
     Subscription Price or otherwise) shall be referred to the decision of
     the Committee and its decision shall be final and binding in all
     respects.

16.  TERMS OF EMPLOYMENT UNAFFECTED

     The terms of employment of a Participant shall not be affected by his
     participation in the Scheme which shall neither form part of such terms
     nor entitle him to take into account such participation in calculating
     any compensation or damages on the termination of his employment for any
     reason.

17.  DISCLAIMER OF LIABILITY

     Notwithstanding any provisions contained herein and subject to the Act,
     the Committee and the Company shall not under any circumstances be held
     liable for any costs, losses, expenses and damages whatsoever and
     howsoever arising in any event, including but not limited to the
     Company's delay in issuing and allotting the Scheme Shares or in
     applying for or procuring the listing of the Scheme Shares on SESDAQ in
     accordance with Rule 9 and any other stock exchanges on which the Shares
     are quoted or listed.

18.  TAXES

     All taxes (including income tax) arising from the exercise of any
     Option under the Scheme shall be borne by the Participants.

19.  COSTS AND EXPENSES OF THE SCHEME

     19.1 Each Participant shall be responsible for all the fees of CDP
          relating to or in connection with the issue and allotment of any
          Scheme Shares in CDP's name, the deposit of share certificate(s)
          with CDP, the Participant's securities account with CDP, or the
          Participant's securities sub-account with CDP Depository Agent
          (collectively, the "CDP charges").

     19.2 Save for the taxes referred to in Rule 18 and the fees referred to
          in Rule 19.1, all fees, costs and expenses incurred by the Company
          in relation to the Scheme including but not limited to the fees,
          costs and expenses relating to the issue and allotment of the
          Scheme Shares of the Company pursuant to the exercise of any Option
          shall be borne by the Company.

20.  NOTICES

     20.1 Any notice required to be given by a Participant to the Company
          shall be sent or made to the registered office of the Company or
          such other address as may be notified by the Company to him in
          writing.

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     20.2 Participants shall be entitled to receive copies of all notices,
          reports and accounts of the Company sent to shareholders of the
          Company. Such notices or documents required to be given to the
          Participant shall be delivered to him by hand or sent to him at his
          home address according to the records of the Company and if sent by
          post, shall be deemed to have been given on the day following the
          date of posting.

     20.3 Any notice or other communication served by post:

          (a)  by the Company shall be deemed to have been received
               twenty-four (24) hours after the same was put in the post
               properly addressed and stamped; and

          (b)  by the Participant shall be deemed to have been received when
               the  same is delivered to the Company at its registered office.

21.  GOVERNING LAW

     The Scheme shall be governed by, and construed in accordance with, the
     laws of the Republic of Singapore. The Participants, by accepting the
     Options in accordance with the Scheme, and the Company irrevocably agree
     to submit to the exclusive jurisdiction of the Courts of the Republic of
     Singapore.

22.  MISCELLANEOUS

     22.1 The Scheme shall not confer on any person any legal or equitable
          rights (other than those constituting the Options themselves)
          against the Company directly or indirectly or give rise to any
          cause of action at law or in equity against the Company.

     22.2 A Participant shall be responsible for obtaining any governmental
          or other official consent that may be required by any country or
          jurisdiction in order to permit the grant or exercise of the
          Option. The Company shall not be responsible for any failure by a
          Participant to obtain any such consent or for any tax or other
          liability to which a Participant may become subject as a result of
          his participation in the Scheme.