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                                                                     Exhibit 4.3

                          EXCEPTIS TECHNOLOGIES LIMITED
                               SHARE OPTION SCHEME

The Scheme to which these rules relate is established and these rules are
adopted with effect from the 14th day of July 2000 by a board resolution of
Exceptis Technologies Limited passed on that date.

1.   DEFINITIONS

1.1  In these rules the following expressions have the following meanings:

     "the Accountants"   a firm of valuers or accountants who are qualified to
                         act as the auditors of the Company and who are
                         appointed by the Board to be the Accountants for the
                         purposes of this Scheme;

     "Adoption Date"     the date on which the Scheme is established and these
                         rules, are adopted as the rules of the Scheme;

     "Asset Sale"        a sale or other transfer of ownership of 50 percent or
                         more by value of the undertaking and assets of the
                         Company;

     "the Board"         the board of directors for the time being of the
                         Company or a duly constituted committee of such board

     "the Company"       Exceptis Technologies Limited, company number 184357.

     "Director"          a director for the time being of the Company;

     "Eligible Person"   a Qualifying Person or any other person whom the Board
                         may designate as an Eligible Person;

     "Exercise Amount"   in relation to an Option means the Option Price
                         multiplied by the number of shares the subject of the
                         Option;

     "Grant Date"        the date with effect from which an option is deemed to
                         have been granted;

     "Listing"           the admission of all or any of the Shares to any
                         recognised stock exchange (including without limitation
                         the Irish Stock Exchange, the London Stock Exchange,
                         the Neuer Markt of Deutsche B6rse, EASDAQ or NASDAQ);

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     "Market Value"          the most recent Market Value from time to time of a
                             fully paid Share calculated in accordance with
                             Section 548 Taxes Consolidation Act 1997;

     "Merger"                a substitution, consolidation or other transaction
                             involving the Shares or assets of the Company which
                             the Board deems constitutes a merger "Option," an
                             option to subscribe for Shares granted pursuant to
                             the Scheme, but not a Parallel Option;

     "Option Price"          the price payable for each Share on the exercise of
                             an Option as determined by the Board at the time of
                             the grant of the relevant Option;

     "Option Certificate"    a certificate over an Option in such form as the
                             Board shall determine;

     "Parallel Option"       an option granted under rule 17.1;

     "Participant"           any person who is for the time being the holder of
                             an Option or of Shares held pursuant to the
                             exercise of Option rights;

     "Qualifying Person"     an executive or employee of the Company or any
                             Subsidiary (including any Director of the Company
                             or any Subsidiary holding an executive office) who
                             has successfully completed his or her period of
                             probation and who is employed in a permanent
                             capacity;

     "these rules"           these rules as the same from time to time may be
                             amended and for the time being may be in force and
                             references herein to specific rules hereof shall be
                             construed accordingly;

     "the Scheme"            the share option scheme to which these rules relate
                             as amended from time to time in accordance with
                             these rules;

     "Scheme Shares"         such Shares as are issued pursuant to the Scheme.

     "Shares"                Ordinary Shares in the capital of the Company or
                             any Subsidiary;

     "Share Sale"            any transaction whereby any person obtains control
                             of the Company (within the meaning of Section 11 of
                             the Taxes Consolidation Act, 1997) as a result of
                             purchasing or subscribing for Shares;

     "Subsidiary"            any company or other body corporate which is for
                             the time being a subsidiary of the Company within
                             the meaning of Section 155 of the Companies Act,
                             1963.

     "Vesting"               the point at which the option becomes exercisable
                             in the hands of the employee.


1.2  In these rules the masculine shall include the feminine and neuter and vice
     versa. References in these rules to any enactment or to any constituent
     part or provision thereof shall mean such enactment, part or provision as
     the same may be amended and may from time to time and for

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     the time being in force. References in these ni1es to currency are
     references to the lawful currency for the time being of Ireland.

2.   ELIGIBILITY

2.1  The Board may grant Options to any Eligible Person. The Board shall
     determine at its absolute discretion whether or not a person is an Eligible
     Person.

2.2  No Eligible Person shall be entitled as of right to participate. The
     decision as to who shall have the opportunity of participating and the time
     and extent of his participation will be made, subject to the Scheme, by the
     Board at its absolute discretion.

3.   GRANT OF OPTIONS

3.1  Subject to rule 5, at any time and from time to time while the scheme is in
     operation the Board may offer to grant Options to such Eligible Persons as
     it may decide on the terms and conditions contained in these rules over
     such number of Shares. as the Board may determine.

3.2  Every such offer shall

     (a)  specify the number of Shares which are to be subject to the Option,

     (b)  specify, the Option Price payable for each Share under the Option in
          accordance with rule 4;

     (c)  specify the date or dates on which the Option or a portion of the
          Option may be first exercised and the last date on which the Option
          may be exercised in accordance with rule 6.3;

     (d)  specify any performance conditions which must be satisfied before the
          Option or any portion of the Option is exercisable; and

     (e)  specify the mode of acceptance of the offer and the latest date for
          acceptance.

     Save to the extent that the offer is duly accepted on or before the date so
     specified, it shall lapse.

3.3  Every such offer may be conditional upon the person to whom it is addressed
     entering into an agreement with the Company in relation to such Option
     within such time and in such form and content as the Board may require and
     in such event if such person shall fail to enter into such agreement within
     the time so specified the offer shall lapse.

3.4  Upon receipt by the Board of the acceptance and agreement, referred to
     above, the Company shall be deemed to have granted to such person, with
     effect from the date of the offer, an Option to acquire by subscription the
     appropriate number of Shares at the Option Price specified and shall
     deliver an Option Certificate to the Participant.

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3.5  Each Option shall be personal to the Participant and shall be
     non-assignable, but this is not to be taken as preventing the operation of
     rule 8. On any purported assignment of an Option in breach of this
     provision, whether by operation of law or otherwise, the Option shall
     immediately lapse.

4.   OPTION PRICE

4.1  The Option Price applicable to each Option shall be determined by the Board
     when making the Offer to grant the Option and shall be not less than

     (a)  the Market Value of a Share at that date (or at any earlier date which
          the Board may in any case decide) as determined by the Board following
          consultation with the Accountants, if a Listing has not been obtained,
          and

     (b)  the quoted price a Share at that date (Or at any earlier date which
          the Board may in any case decide), if a Listing has been obtained.

5.   LIMITS ON OPTIONS

5.1  The Board may grant an Option only if

     (a)  the number of Shares over which the Option is granted, when aggregated
          with

      (i)    the number of Shares over which options have previously been
             granted under the Scheme (excluding for this purpose Options which
             have lapsed, expired or otherwise terminated before exercise), and

      (ii)   the number of Shares over which options have been granted and are
             outstanding under any other share option or share incentive scheme
             relating to shares of the Company adopted on or after the Adoption
             Date does not exceed fifteen per cent. of the ordinary share
             capital of the Company in issue at the relevant Grant Date, and

     (b)  the Company has available sufficient unissued shares to satisfy the
          Option and all other outstanding Options, and the Company shall keep
          available sufficient unissued shares to satisfy any outstanding
          Options. For the avoidance of doubt, Parallel Options and agreements
          for Parallel Options becoming binding on the Company under rule 17.3
          shall be disregarded for the purposes of this rule.

5.2  No Option shall be capable of being granted under the Scheme more than
     seven years after the Adoption Date.

5.3  All Options granted under this Scheme are subject to:

     (a)  the right of the Company to cancel any Option (whether or not vested)
          upon such terms as to compensation (if any) as the Board may
          determine, including (without limitation)

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          (i)    paying to each Participant holding a cancelled Option a sum
                 equal to the excess of the Market Value of a Share on the date
                 of cancellation, as determined by the Board following
                 consultation with the Accountants, over the Option Price
                 payable to acquire one Share under the cancelled Option
                 multiplied by the number of Shares over which the Option was
                 granted, or

          (ii)   granting or arranging to grant to each Participant holding a
                 cancelled Option of an option over other Shares or over the
                 shares of another company which the Board considers (by
                 reference to the Market Value of Shares and, where appropriate,
                 the market value of the shares over which the new option is
                 granted) to be equivalent to the Option cancelled,

     (b)     the right, but not the obligation, of the Company to require any
             Participant whose office or employment with the Company or a
             Subsidiary has been terminated or who otherwise wishes to dispose
             of the whole or any part of the Shares acquired by him pursuant to
             an Option (the "Option Shares") to offer, in the case of the
             termination of such office or employment, all Option Shares and, in
             the case where he wishes to dispose of any Option Shares, these
             Option Shares of which he wishes to dispose,

          (i)    for sale to the Company under Article 8 of the Articles of
                 Association of the Company, and

          (ii)   if the Company does not accept that offer, for sale to other
                 members in accordance with Article 10 of the Articles of
                 Association of the Company,

          the sale price per Share in either case to be equal to the Market
          Value at the date of termination of his office or employment or the
          date upon which he notifies the Company of his desire to dispose of
          Option Shares, as appropriate.

5.4  Scheme shares shall rank pari passu in all respects with the Shares for the
     time being in issue. For the avoidance of doubt, Scheme Shares shall not
     confer on the holders thereof any rights which the holders of the Shares
     for the time being in issue have by reference to a record date which has
     occurred before the date on which the Scheme Shares were issued.

6.   EXERCISE OF OPTIONS

6.1  No Option shall be capable of being exercised more than 7 years after the
     Grant Date of that Option.

6.2  Where performance conditions have been attached to an Option under rule
     3.2(d), the Board shall determine, in consultation with the Accountants,
     whether those performance conditions have been satisfied. An Option may
     only be exercised if the performance conditions applicable to that Option
     or applicable to the portion of the Option which is to be exercised have
     been satisfied.

6.3  Subject always to the provisions of rules 8 and 9, an Option shall only be
     capable of being exercised

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     (a)  as to 20% of the Shares- over which the Option is granted, one-year
          after the Grant Date;

     (b)  as to 40% of the Shares over which the Option is granted, two years
          after the Grant Date;

     (c)  as to 60% of the Shares over which the Option is granted, three years
          after the Grant Date;

     (d)  as to 80% of the Shares over which the Option is granted, four years
          after the Grant Date; and

     (e)  as to'100% of the Shares over which the Option is granted, five years
          after the Grant Date;

     or at such other date or dates as the Board may specify when making the
     Offer to grant the Option.

7.   PROCEDURE ON EXERCISE OF OPTIONS

7.1  Upon the exercise of an Option in whole or in part the Participant shall
     pay the Exercise Amount (or, as the case may be, the appropriate portion of
     the Exercise Amount) to the Company and shall deliver the Option
     Certificate to the Company and the Company, as soon as practicable after
     the receipt thereof, shall issue the appropriate number of Shares to the
     Participants and deliver to the Participant any appropriate balance Option
     Certificate.

8.   DEATH, RETIREMENT AND LEAVING SERVICE

8.1  If a Participant dies, his legal personal representatives shall be treated
     for the purpose of Options previously granted, whether vested or not, as if
     they were the deceased Participant, and shall have the same entitlements as
     the Participant would have had, and be subject to the same restrictions as
     the Participant would have been, had his employment with the Company or a
     subsidiary Company continued.

8.2  If a Participant ceases to hold the employment by virtue of which he is
     eligible to participate in the Scheme at a time when an Option is capable
     of being exercised by him,

     (a)  because he has retired on or after reaching the normal retirement age
          of the Company in which he held such office or by which he was
          employed; or

     (b)  because he has retired in circumstances which the Board in its
          absolute discretion consider to amount to early retirement; or

     (c)  because he is made redundant within the meaning of the Redundancy
          Payments Acts 1967 to 1979;

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     then in such case any Option which is capable of being exercised as
     aforesaid then held by him may be exercised not later than whichever shall
     first occur:

        (i)   the expiry of three months after the cessation of employment, or
              such longer period as the Board in its absolute discretion may
              determine, or

        (ii)  the expiry of seven years from the Grant Date of the Option,

     and shall expire if not exercised within that period. All other Options
     shall expire forthwith on such cessation of employment taking effect.

8.3  In the case of termination of employment of a Participant for any reason
     other than death or as stated in rule 8.2, all Options granted to that
     Participant whether or not then capable of immediate exercise, shall expire
     forthwith on such termination taking effect, except to the extent that the
     Board determines before or after the termination that the Options shall
     continue notwithstanding the termination but otherwise subject to the terms
     of the Scheme.

8.4  In no circumstances shall any Participant or the personal representatives
     of any Participant dying, retiring or ceasing to hold employment as
     aforesaid be entitled to any compensation for any loss of any right or
     benefit or prospective right or benefit under the Scheme which he might
     otherwise have enjoyed whether such compensation is claimed by way of
     damages for wrongful dismissal or other breach of contract or by way of
     compensation for loss of office or otherwise howsoever.

9.   OFFERS FOR SHARE CAPITAL

9.1  If an offer is made to acquire the whole or a specified proportion of the
     Shares held by each holder of Shares (a "Share Offer"), the Board may

     (a)   resolve to cancel all Options then outstanding under the Scheme
           (whether or not immediately exercisable) with effect from the
           completion of the Share Offer and

        (i)   to pay each Participant holding a cancelled Option a sum equal to
              the excess of the Market Value of a Share on the date of
              cancellation, as determined by the Board following consultation
              with the Accountants, over the Option Price payable to acquire one
              Share under the cancelled Option multiplied by the number of
              Shares over which the Option was granted, or

        (ii)  to arrange for the grant to each Participant holding a cancelled
              Option of an option over the share of another company which the
              Board considers (by reference to the Market Value of Shares and
              the Market Value of the shares over which the new option is
              granted) to be equivalent to the Option cancelled,

        or

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          (b)   resolve that all Options then outstanding under the Scheme and
                not immediately exercisable shall become immediately
                exercisable, and that all Options not exercised before or upon
                completion of the Share Offer shall thereupon lapse.

10.       VOTING OF SCHEMIE SHARES

10.1      If a Share Sale, Asset Sale, Merger or reorganisation of capital of
          the kind mentioned in rule 11 (a "transaction") is proposed and the
          Board has recommended the proposal to the shareholders of the Company,
          every Eligible Person who, having exercised any Option in whole or in
          part, is the holder of any Scheme Shares, shall be bound, on any
          resolution put to shareholders in connection with the transaction, to
          cast the votes attaching to the Scheme Shares in accordance with the
          recommendation of the Board.

11.       ADJUSTMENT OF OPTIONS

11.1      Subject to the provisions of rule 11.5, if an allotment of Shares is
          made to the holders of Shares credited as fully paid up by way of
          capitalisation of profits or reserves (other than an allotment as part
          of a scrip dividend issue) or on a sub-division, consolidation or
          reduction of capital of the Company, each Participant shall be
          entitled

          (a)   to surrender every Option held by him which has not been
                entirely exercised, and

          (b)   to be granted in its place an Option at the same Exercise Amount
                (or, as the case may be, at an Exercise A-mount equal to the
                appropriate portion of the Exercise Amount of the surrendered
                Option) and in all other respects on identical terms in respect
                of a number of Shares such that

               (i)    the ratio between that number of Shares and the total
                      number of issued Shares, and

               (ii)   the ratio between the number of Shares to which the
                      surrendered Option (or, as the case may be, the
                      unexercised portion thereof) related and the total number
                      of issued Shares immediately prior to the said allotment
                      shall be the same;

                      provided that the grant of any replacement Option shall
                      have been certified in writing by the Accountants as being
                      in their opinion fair and reasonable and shall not result
                      in any Participant becoming entitled to subscribe for
                      Shares at less than their nominal value.

11.2      Subject to the provisions of rule 11.5, if the holders of Shares are
          granted rights to subscribe for further Shares (such rights being
          related to the number of Shares held by them respectively) the Board
          shall decide in its absolute discretion whether the granting of such
          rights and subscriptions made thereunder do or do not (or will or will
          not) result in any depletion of the value of each Share. If the Board
          decides that such granting and subscription do (or will) result in
          such depletion then it shall notify each Participant accordingly and
          within 30 days of the issue of such notification each Participant
          shall be entitled

<PAGE>

     (a)  to surrender every Option held by him which has not been entirely
          exercised, and

     (b)  to be granted in its place an Option at the same Exercise Amount (or,
          as the case may be, at an Exercise Amount equal to the appropriate
          portion of the Exercise Amount of the surrendered Option) and in all
          other respects on identical terms in respect of such number of Shares
          as in the opinion of the Board shall be appropriate having regard to
          such depletion;

          provided that the effective variation in the number of Shares to which
          the Option related shall have been certified in writing by the
          Accountants as being in their opinion fair and reasonable and shall
          not result in any Participant becoming entitled to subscribe for
          Shares, at less then their nominal value.

11.3 Any Option granted in place of a surrendered Option. as aforesaid shall be
     exercisable at the same time as such surrendered Option and for the
     purposes of the Scheme shall be deemed (as from the Grant Date thereof) to
     have been granted at the same time as such surrendered Option.

11.4 On any surrender of an Option as aforesaid the Participant shall deliver to
     the Company the Option Certificate in respect of the Option surrendered and
     the Company shall deliver in exchange an Option Certificate in respect of
     the Option granted in its place.

11.5 Where a Participant would become entitled pursuant to rule 11.1 or rule
     11.2 to surrender an Option held by him but for the fact that the Option to
     be granted to him in place of the surrendered Option would entitle him to
     subscribe for Shares at less than their nominal value, then the Board,
     before convening the general meeting of the Company at which resolutions
     would be submitted for the capitalisation, sub-division, consolidation or
     reduction referred to in rule 11. 1 or for the granting of the rights
     referred to in rule 11.2, shall notify each Participant

     (a)  that it is intended to convene such meeting, and

     (b)  that if the Participant wishes to preserve the proportion which the
          number of Shares for which he is then entitled to subscribe bears to
          the issued share capital of the Company. which would result after such
          Subscription by him, he may exercise his Option, and

     (c)  that after such notification the Company shall proceed to convene the
          meeting.



     If any Participant so notified does not wish to exercise any Option held by
     him then the Board shall favourably consider granting (but shall not be
     bound to grant) to such Participant financial assistance to assist him to
     subscribe for Shares on the exercise of an Option. At the end of such
     period of 30 days the Board shall be entitled to convene such meeting and
     any such capitalisation, subdivision, consolidation or reduction referred
     to in rule 11.1 and any such decision made by the Board referred to in rule
     11.2 shall be made by reference to the Participants shown to be members and
     the numbers of shares held by them respectively

<PAGE>

         entered on the register of the Company at close of business on the day
         which is two days before the date on which such meeting has been
         concerned.

12.      LIQUIDATION

12.1     If the Company goes into liquidation, all Options shall cease ipso
         facto to be exercisable and (save to the extent, if at all, that the
         Board in its absolute and uncontrolled discretion may determine before
         such liquidation) Participants shall not be entitled to damages or
         other compensation of any kind. Provided that if the proposed
         liquidation is for amalgamation, reconstruction, reorganisation or any
         other purpose not as a result of the insolvency of the Company then the
         Board shall notify Participants in the same manner as is provided in
         rule 11.5 and the provisions of that rule shall apply mutatis mutandis
         to the exercise of Options and the summoning of the general meeting of
         the Company.

13.      ALTERATIONS

13.1     At any time the Company by resolution in general meeting or by
         resolution of the Board (or of any duly appointed committee thereof
         duly authorised by the Board for this purpose) may alter or revoke any
         of the provisions of the Scheme in such manner as may be thought fit,
         provided that:

         (a)   except with the prior sanction of or by resolution of the Company
               in general meeting, no alteration shall be made to the provisions
               of the Scheme which would have the effect of reducing the Option
               Price and no alteration shall be made to the provisions of this
               rule or rules 3.1, 4, 5, 8 or 9 or to the definitions of
               "Eligible Person", "Market Value" or "Participant" contained in
               rule 1;

         (b)   no such alteration or revocation shall increase the amount
               payable by any Participant or otherwise impose more onerous
               obligations on any Participant in respect of the exercise of an
               Option which has already been granted or the transfer of Scheme
               Shares.

14.      TERMINATION

14.1     The Scheme may be terminated at any time by ordinary resolution of the
         company or by resolution of the Board.

14.2     No  termination of the Scheme shall effect or modify any subsisting
         rights or obligations of the  Participants  in respect of any Options
         and notwithstanding such termination the Company shall continue to do
         and perform such acts in accordance with the provisions hereof as are
         necessary for or incidental to the administration and management of
         outstanding rights and obligations which arose under or by virtue of
         the Scheme.

<PAGE>

15.      DISPUTES

15.1     Any disputes arising hereunder shall be referred to the decision of the
         Accountants acting as experts and not as arbitrators and their decision
         shall be final and (save for manifest error) shall be binding on all
         persons concerned.

16.      DIRECTIONS OF THE COMPANY

16.1     The exercise by the Board of all rights and authorities conferred upon
         them by these rules and the application of these rules to any
         particular person or matter shall be subject to any directions in
         relation thereto which shall be given at any time and from time to time
         by the Company by ordinary resolution provided that (subject to rule
         11) no such direction shall increase the amount payable by any
         Participant or otherwise impose more onerous obligations on any
         Participant in respect of the exercise of an Option which has been
         granted already or in respect of the transfer of Scheme Shares.

17.      PARALLEL OPTIONS

17.1     The Board may arrange for any holder of Shares (a "Grantor") to enter
         into an agreement with a Qualifying Person (a "Grantee") by which the
         Grantor grants the Grantee an option to purchase Shares from the
         Grantor upon terms which parallel the terms of this Scheme, mutatis
         mutandis.

17.2     No agreement for the grant of a Parallel Option shall provide for the
         Grantor to pay any compensation in the event of the cancellation of the
         Parallel Option. If a Parallel Option is cancelled under Rules 5.3(a)
         or 9.1 (a), or under any term of any agreement relating to the Parallel
         Option which corresponds to those Rules, the Company shall pay the like
         compensation as it would pay if the Parallel Option were an Option
         granted under this Scheme and cancelled under rule 5.3(a) or 9.1 (a),
         as the case may be.

17.3     If the Grantee of a Parallel Option seeks to exercise the Parallel
         Option in accordance with the terms of the agreement by which it is
         granted, and the Grantor fails in breach of those terms to sell Shares
         to the Grantee, the Company shall be bound by the agreement as though
         it were an Option granted under this Scheme, and subject to the terms
         of this Scheme the Grantee may exercise the Parallel Option as
         prescribed in Rules 6 and 7.

<PAGE>

                                    SCHEDULE

                 Suggested Form Of Offer and Form of Acceptance

                          EXCEPTIS TECHNOLOGIES LIMITED
                               SHARE OPTION SCHEME

                                                                   [1 July 2000]

Dear [Employee],

I am pleased to inform you that the Board of Directors of the Company has
nominated you as a person entitled to participate in the above Scheme, a copy of
which is enclosed.

The Board hereby offers to grant you, upon and subject to the terms and
conditions of the Scheme, an Option over [100] Shares each at an Option Price of
[(pound)1] per Share.

The exercise of the Option is subject to the satisfaction of the following
conditions:

                        [set out any special conditions]

Subject to those conditions being satisfied, and subject to the Rules of the
Scheme, the Option is exercisable

(a)     as to [20] Shares, from [1 July 2001];

(b)     as to a further [20] Shares, from [1 July 2002];

(c)     as to a further [20] Shares, from [1 July 2003];

(d)     as to a further [20] Shares, from [1 July 2004]; and

(e)     as to the remaining [20] Shares, from [1 July 2005];

If and to the extent that the Option has not been exercised by [1 July 2007], it
will lapse.

Once the offer is accepted in the manner described below, the Option shall be
deemed granted with effect from the date of this letter.

This offer may be accepted as to all the Shares offered, or a lesser number.
It is made subject to your agreement, which will be evidenced by your acceptance
of the offer in the manner specified below, to comply with and to abide by the
Rules of the Scheme.

<PAGE>

If you wish to accept this offer, you must complete the form of acceptance at
the foot of the attached duplicate of this letter and return the duplicate to me
not later than [I August 2000].

Yours faithfully,


For and on behalf of the Board


                               Form Of Acceptance

I hereby accept in respect of         Shares the offer of an Option as set out
in this letter upon and subject to the terms and conditions of the Scheme.

I undertake to comply with and abide by the Rules of the Scheme as the same may
be amended from time to time.





Dated:


Signed:




<PAGE>

                      Suggested Form Of Option Certificate





                         EXCEPTIS TECHNOLOGIEES LIMITED
                               SHARE OPTION SCHEME


                               OPTION CERTIFICATE

                               (Not transferable)

THIS IS TO CERTIFY that [Employee] is the holder of an Option under the above
Scheme in respect of [100] Shares in the Company.

Subject to the Rules of the Scheme and the following conditions as to the
exercise of the Option:

                        [set out any special conditions]

this Option may be exercised in whole or in part

(f)     as, to [20] Shares, from [1 July 2001];

(g)     as to a further [20] Shares, from [1 July 2002];

(h)     as to a further [20] Shares, from [1 July 2003];

(i)     as to a further [20] Shares, from [1 July 2004];and

(j)     as to the remaining [20] Shares, from [1 July 2005].

If and to the extent that this Option has not been exercised by [1 July 2007],
it will lapse.

This Option may be exercised by the holder completing and signing a Notice of
Exercise of Option and Participant Agreement in the form attached, and leaving
them at or sending them to the registered office of the Company together with

(i)     this Option Certificate, and

(ii)    a bank draft or cheque representing an Option Price of [V] per Share
multiplied by the number of Shares in respect of which the notice is given

Following exercise of the Option the appropriate number of Shares in the Company
will be issued to the holder in accordance with the Scheme, together with a
fresh Option Certificate in respect of any balance of the Option remaining
unexercised.

<PAGE>






Dated this           day of

Director                                    Secretary

<PAGE>

                        Suggested Form Of Exercise Notice



                          EXCEPTIS TECHNOLOGIES LIMITED
                               SHARE OPTION SCHEME
                          NOTICE OF EXERCISE OF OPTION
                            AND PARTICIPANT AGREEMENT

Exceptis Technologies. Limited
[Registered Office]

I hereby exercise the Option evidenced by the attached Option Certificate with
respect to Shares in the Company and deliver herewith a draft/cheque for [ ]
representing the applicable Option Price per share multiplied by the above
number of shares.

I request you to allot to me the above number of Shares in the Company subject
to the Memorandum and Articles of Association and in consideration of your doing
so I hereby agree

(a)     that the Rules of the Scheme shall continue to apply to me:

(b)     in particular, and without prejudice to the generality of the foregoing,
that in accordance with rule 10 of the Scheme, if a Share Sale, Asset Sale or
Merger (each as defined in the Scheme) or reorganisation of capital is proposed
and the Board has recommended the proposal to the shareholders of the Company, I
shall be bound, on any resolution put to shareholders in connection with the
transaction, to cast the votes attaching to my Scheme Shares in accordance with
the recommendation of the Board.

Please arrange that the Share Certificates for the said shares and (if
applicable) a balance Option Certificate be sent to me at the address below.


Dated the         day of


Signed
Name in full
Address