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                                                                    Exhibit 10.3

                      MONDAY LTD 2003 SHARE INCENTIVE PLAN

1.       PURPOSE OF THE PLAN

         The purpose of the Plan is to aid the Company and its Affiliates in
recruiting, retaining and rewarding key employees and service providers of
outstanding ability and to motivate such employees and service providers to
exert their best efforts on behalf of the Company and its Affiliates by
providing incentives through the granting of Awards. The Company expects that it
and its shareholders will benefit from the added interest which such key
employees and service providers will have in the welfare of the Company as a
result of their proprietary interest in the Company's success.

2.       DEFINITIONS

         The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

         (a)      Affiliate: Any entity directly or indirectly controlling,
                  controlled by, or under common control with, the Company or
                  any other entity designated by the Committee in which the
                  Company or an Affiliate has an interest.

         (b)      Award: An Option, Share Appreciation Right, Restricted Share,
                  Restricted Share Unit or Other Share-Based Award granted
                  pursuant to the Plan.

         (c)      Beneficial Owner: A "beneficial owner", as such term is
                  defined in Rule 13d-3 under the Exchange Act (or any successor
                  rule thereto).

         (d)      Board: The Board of Directors of the Company.

         (e)      Change in Control: Shall mean the first to occur of:

                  (i)      an individual, corporation, partnership, group,
                           association or other entity or Person, other than the
                           Company or any employee benefit plan(s) sponsored by
                           the Company or its Affiliates, is or becomes the
                           "beneficial owner" (as defined in Rule 13d-3 under
                           the Exchange Act), directly or indirectly, of 40% or
                           more of the combined voting power of the Company's
                           outstanding securities ordinarily having the right to
                           vote at elections of directors;

                  (ii)     individuals who constitute the Board (or analogous
                           body) of the Company as of the date of the initial
                           public offering of Shares ("IPO") (the "INCUMBENT
                           BOARD") cease for any reason to constitute at least a
                           majority thereof; provided that any Approved Director
                           (as defined below) shall be, for purposes of this
                           subsection (ii), considered as though such person
                           were a member of the Incumbent Board. An "APPROVED
                           DIRECTOR" shall mean any person becoming a director
                           subsequent to the date of the IPO whose election, or
                           nomination for election by the Company's
                           shareholders, was approved by a vote of at least
                           three-quarters of the directors comprising the
                           Incumbent Board (either by a specific vote or by
                           approval of the proxy statement of the Company, in
                           which such person is named as nominee of the Company,
                           for director), but shall not include any such
                           individual whose initial assumption of office occurs
                           as a result of either an actual or threatened
                           election contest or other actual or threatened
                           solicitation of proxies or consents by or on behalf
                           of an individual
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                           corporation, partnership, group, association or other
                           entity or "person" other than the Board; or

                  (iii)    the consummation of the transactions contemplated by
                           a plan or agreement providing (A) for an
                           amalgamation, merger or consolidation of the Company,
                           other than with a wholly-owned Subsidiary and other
                           than an amalgamation, merger or consolidation that
                           would result in the voting securities of the Company
                           outstanding immediately prior thereto continuing to
                           represent (either by remaining outstanding or by
                           being converted into voting securities of the
                           surviving entity) more than 65% of the combined
                           voting power of the voting securities of the Company
                           or such surviving entity outstanding immediately
                           after such merger or consolidation, or (B) for a
                           sale, exchange or other disposition of all or
                           substantially all of the assets of the Company;
                           provided that if any of the transactions enumerated
                           in this subsection (iii) occurs, the Board shall
                           determine the effective date of the Change in Control
                           resulting therefrom for purposes of the Plan (and if
                           no such determination is made, the date on which the
                           transaction in question is closed); or

                  (iv)     the approval by the shareholders of the Company of a
                           complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred with respect to a Participant if such Participant is part of the
purchasing group that consummates the Change in Control transaction. A
Participant shall be deemed "part of a purchasing group" for purposes of the
preceding sentence if the Participant is an equity participant in the purchasing
entity or group (except for: (x) passive ownership of less than one percent (1%)
of the shares of the purchasing entity; or (y) ownership or equity participation
in the purchasing entity or group which is otherwise not significant, as
determined prior to the Change in Control by a majority of the directors who are
not such Participants).

         (f)      Code: The U.S. Internal Revenue Code of 1986, as amended, or
                  any successor thereto.

         (g)      Committee: A committee of the Board that has been designated
                  by the Board to administer the Plan. After the initial public
                  offering of the Company, such committee shall consist of
                  "non-employee directors" (as defined in Rule 16b-3 of the
                  Exchange Act).

         (h)      Company: Monday Ltd, an exempted company registered in Bermuda
                  under Number 31922.

         (i)      Effective Date: The date the shareholders of the Company
                  approve the Plan.

         (j)      Exchange Act: The U.S. Securities Exchange Act of 1934, as
                  amended, or any successor thereto.

         (k)      Exercise Price: The purchase price per Share under the terms
                  of an Option or a Share Appreciation Right, as determined
                  pursuant to Section 6(a) or 8(b), respectively, of the Plan.

         (l)      Fair Market Value: On a given date, (i) if there should be a
                  public market for the Shares on such date, the arithmetic mean
                  of the high and low prices of the Shares as reported on such
                  date on the Composite Tape of the principal national
                  securities


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                  exchange on which such Shares are listed or admitted to
                  trading, or, if the Shares are not listed or admitted on any
                  national securities exchange, the arithmetic mean of the per
                  Share closing bid price and per Share closing asked price on
                  such date as quoted on the National Association of Securities
                  Dealers Automated Quotation System (or such market in which
                  such prices are regularly quoted) (the "NASDAQ"), or, if no
                  sale of Shares shall have been reported on the Composite Tape
                  of any national securities exchange or quoted on the NASDAQ on
                  such date, then the immediately preceding date on which sales
                  of the Shares have been so reported or quoted shall be used;
                  provided that, in the event of an initial public offering of
                  the Shares of the Company, the Fair Market Value on the date
                  of such initial public offering shall be the price at which
                  the initial public offering was made; and (ii) if there should
                  not be a public market for the Shares on such date, the Fair
                  Market Value shall be the value established by the Committee
                  in good faith.

         (m)      LSAR: A limited share appreciation right granted pursuant to
                  Section 8(d) of the Plan.

         (n)      Maximum Number: The number of Shares set forth in Section 3 of
                  the Plan

         (o)      Option: A share option granted pursuant to Section 6 of the
                  Plan.

         (p)      Other Share-Based Awards: Awards granted pursuant to Section 9
                  of the Plan.

         (q)      Participant: An employee of, or any Person who performs
                  services for, the Company or an Affiliate who is selected by
                  the Committee to participate in the Plan.

         (r)      Person: An individual, corporation, partnership, limited
                  partnership, syndicate, person (including without limitation a
                  "person" as defined in Section 13(d)(3) of the Exchange Act),
                  trust, association or entity.

         (s)      Plan: Monday Ltd 2003 Share Incentive Plan, as may be amended
                  from time to time.

         (t)      Restricted Share: A restricted share granted pursuant to
                  Section 7 of the Plan.

         (u)      Restricted Share Unit: A restricted share unit, granted
                  pursuant to Section 7 of the Plan, that represents the right
                  to receive a Share.

         (v)      Securities Act: The U.S. Securities Act of 1933, as amended,
                  or any successor thereto.

         (w)      Shares: Class A common shares, par value $0.0001 per share, of
                  the Company.

         (x)      Share Appreciation Right: A share appreciation right granted
                  pursuant to Section 8 of the Plan.

         (y)      Subsidiary: Any entity that, directly or indirectly, is
                  controlled by the Company, or any entity in which the Company
                  has a significant equity interest, in either case as
                  determined by the Committee.

3.       SHARES SUBJECT TO THE PLAN

         Subject to adjustment as provided below, the aggregate number of Shares
available for issuance by the Company under the Plan, the Monday Ltd 2003
Non-Management Share-Based Plan ("NON-MANAGEMENT SHARE


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PLAN") and the Monday Ltd 2003 Non-Employee Directors' Incentive Plan
("DIRECTORS' INCENTIVE PLAN") shall not exceed      million (the "MAXIMUM
NUMBER"). The Shares will consist of newly issued Shares or Shares purchased by
a direct or indirect Subsidiary. The issuance or transfer of Shares or the
payment of cash upon the exercise or payment of an Award or any Award under the
Non-Management Share Plan or Directors' Incentive Plan shall reduce the
total number of Shares available under the Plan, as applicable. Shares which are
subject to Awards or any Award under the Non-Management Share Plan or
Directors' Incentive Plan that terminate, lapse or are cancelled or which are
purchased in the open market by a direct or indirect Subsidiary may again be
used to satisfy Awards under the Plan. For purposes of this Plan, Shares
purchased by a direct or indirect Subsidiary used to satisfy Awards shall not
count against the Maximum Number. No fractional Shares shall be issued pursuant
to an Award, but instead cash will be paid for a fraction or, if the Committee
should so determine, the number of Shares will be rounded downward to the next
whole Share. If any Award is satisfied in newly issued Shares or Shares
purchased by a direct or indirect Subsidiary, it will be a condition of issuance
that the Participant agrees to pay to the Company the aggregate par value of
such Shares, if such value has not already been paid, in the form of either cash
or the promise to provide future services.

4.       ADMINISTRATION

         The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part as it determines; provided, however, that
the Board may, in its sole discretion, take any action delegated to the
Committee under the Plan as it may deem necessary. The Committee may grant
Awards under the Plan only to Participants; provided that Awards may also, in
the discretion of the Committee, be made under the Plan in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines. The number of Shares underlying
such substitute Awards shall not be counted against the aggregate number of
Shares available for Awards under the Plan. The Committee is authorized to
interpret the Plan or any Award document, to establish, amend and rescind any
rules and regulations relating to the Plan, and to make any other determinations
that it deems necessary or desirable for the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent the Committee deems
necessary or desirable. Any decision of the Committee in the interpretation and
administration of the Plan as described herein shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all Persons
(including, but not limited to, Participants and their beneficiaries or
successors). The Committee shall have the full power and authority to establish
the terms and conditions of any Award and to waive any such terms and conditions
at any time (including, without limitation, accelerating or waiving any vesting
conditions), in each case consistent with the provisions of the Plan.

5.       LIMITATIONS

         No Award may be granted under the Plan after the tenth anniversary of
the Effective Date, but the term of any Award theretofore granted may extend
beyond that date.

6.       TERMS AND CONDITIONS OF OPTIONS

         Options granted under the Plan shall be, as determined by the
Committee, non-qualified stock options for U.S. federal income tax purposes (or
other types of Options in jurisdictions outside the United States), as evidenced
by the related Award documents, and shall be subject to the foregoing and the
following terms and conditions and to such other terms and conditions, not
inconsistent therewith, as the Committee shall determine:


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         (a)      Exercise Price; Exercisability. The Exercise Price per Share
                  under an Option shall be determined by the Committee;
                  provided, however, that, except in the case of substitute
                  Awards, such Exercise Price shall not be less than the Fair
                  Market Value of a Share on the date of grant of such Option.
                  Options shall be exercisable at such time and upon such terms
                  and conditions, as may be determined by the Committee.

         (b)      Term. The term of each Option shall be fixed by the Committee;
                  in no event, however, shall the period for exercising an
                  Option extend more than 10 years from the date of grant.

         (c)      Exercise of Options. Except as otherwise provided in the Plan
                  or in an Award document, an Option may be exercised for all,
                  or from time to time any part, of the Shares for which it is
                  then exercisable. For purposes of this Section 6 of the Plan,
                  the exercise date of an Option shall be the later of the date
                  a notice of exercise is received by the Company (or its
                  designated Plan administrator) and, if applicable, the date
                  payment is received by the Company pursuant to clauses (i),
                  (ii) or (iii) in the following sentence. The Exercise Price
                  for the Shares as to which an Option is exercised shall be
                  paid in full at the time of exercise at the election of the
                  Participant (i) in cash or its equivalent (e.g., by check),
                  (ii) to the extent permitted by the Committee, by transferring
                  to a nominee of the Company Shares having a Fair Market Value
                  equal to the aggregate Exercise Price for the Shares being
                  purchased and satisfying such other requirements as may be
                  imposed by the Committee; provided that such Shares have been
                  held by the Participant for no less than six months (or such
                  other period as established in accordance with U.S. generally
                  accepted accounting principles), (iii) partly in cash and, to
                  the extent permitted by the Committee, partly in such Shares
                  or (iv) through the delivery of irrevocable instructions to a
                  broker to sell Shares obtained upon the exercise of the Option
                  and deliver promptly to the Company an amount out of the
                  proceeds of such sale equal to the aggregate Exercise Price
                  for the Shares being purchased. No Participant shall have any
                  rights to dividends or other rights of a shareholder with
                  respect to Shares subject to an Option until the Participant
                  has given written notice of exercise of the Option, the
                  Participant has paid in full for such Shares, the Shares in
                  question have been registered in the Company's register of
                  shareholders and, if applicable, the Participant has satisfied
                  any other conditions imposed by the Committee.

         (d)      Attestation. Wherever in this Plan or any Award document a
                  Participant is permitted to pay the Exercise Price by
                  delivering Shares to a nominee of the Company, the Participant
                  may, subject to procedures satisfactory to the Committee,
                  satisfy such delivery requirement by presenting proof of
                  beneficial ownership of such Shares, in which case the Company
                  shall treat the Option as exercised without further payment
                  and shall withhold such number of Shares from the Shares
                  acquired by the exercise of the Option.

7.       TERMS AND CONDITIONS OF RESTRICTED SHARES AND RESTRICTED SHARE UNITS

         (a)      Grants. The Committee is hereby authorized to grant Awards of
                  Restricted Shares and or Restricted Share Units to
                  Participants with the following terms and conditions.

                  (i)      Restrictions. Restricted Shares and Restricted Share
                           Units shall be subject to such restrictions as the
                           Committee may impose (including, without limitation,
                           continued employment over a specified period or the
                           attainment of specified performance objectives or
                           performance goals) which restrictions may lapse


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                           separately or concurrently at such time or times, in
                           such installments or otherwise, as the Committee may
                           deem appropriate.

                  (ii)     Registration. Any Restricted Shares granted under the
                           Plan may be evidenced in such manner as the Committee
                           may deem appropriate including, without limitation,
                           book-entry registration or issuance of a share
                           certificate or certificates. In the event any share
                           certificate is issued in respect of Restricted Shares
                           granted under the Plan, such certificate shall be
                           registered in the name of the Participant and shall
                           bear an appropriate legend referring to the terms,
                           conditions and restrictions applicable to such
                           Restricted Shares.

                  (iii)    Termination. Except as otherwise determined by the
                           Committee whether in an Award document or otherwise,
                           upon termination of employment or cessation of the
                           provision of services (as determined under criteria
                           established by the Committee) for any reason during
                           the applicable restriction period, all Restricted
                           Shares and Restricted Share Units still, in either
                           case, subject to restriction shall be forfeited and
                           reacquired by the Company for consideration in the
                           amount of the par value of the relevant Restricted
                           Shares and Restricted Share Units.

8.       TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS

         (a)      Grants. The Committee also may grant (i) a Share Appreciation
                  Right independent of an Option or (ii) a Share Appreciation
                  Right in connection with an Option, or a portion thereof. A
                  Share Appreciation Right granted pursuant to clause (ii) of
                  the preceding sentence (A) may be granted at the time the
                  related Option is granted or at any time prior to the exercise
                  or cancellation of the related Option, (B) shall cover the
                  same Shares covered by an Option (or such lesser number of
                  Shares as the Committee may determine) and (C) shall be
                  subject to the same terms and conditions as such Option except
                  for such additional limitations as are contemplated by this
                  Section 8 (or such additional limitations as may be included
                  in an Award document).

         (b)      Terms. Share Appreciation Rights may be exercised from time to
                  time upon actual receipt by the Company of written notice of
                  exercise stating the number of Shares with respect to which
                  the Share Appreciation Right is being exercised. The Exercise
                  Price per Share of a Share Appreciation Right shall be an
                  amount determined by the Committee. Each Share Appreciation
                  Right granted independent of an Option shall entitle a
                  Participant upon exercise to a payment from the Company of an
                  amount equal to (i) the excess of (A) the Fair Market Value on
                  the exercise date of one Share over (B) the Exercise Price per
                  Share, times (ii) the number of Shares covered by the Share
                  Appreciation Right. Each Share Appreciation Right granted in
                  conjunction with an Option, or a portion thereof, shall
                  entitle a Participant to surrender to the Company the
                  unexercised Option, or any portion thereof, and to receive
                  from the Company in exchange therefor an amount equal to (I)
                  the excess of (x) the Fair Market Value on the exercise date
                  of one Share over (y) the Exercise Price per Share, times (II)
                  the number of Shares covered by the Option, or portion
                  thereof, which is surrendered. The date a notice of exercise
                  is received by the Company (or its designated Plan
                  administrator) shall be the exercise date. Payment shall be
                  made in Shares or in cash, or partly in Shares and partly in
                  cash (any such Shares valued at such Fair Market Value), all
                  as shall be determined by the Committee.

         (c)      Limitations. The Committee may impose, in its discretion, such
                  conditions upon the exercisability or transferability of Share
                  Appreciation Rights as it may deem fit.


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         (d)      Limited Share Appreciation Rights. The Committee may grant
                  LSARs that are exercisable upon the occurrence of specified
                  contingent events. Such LSARs may provide for a different
                  method of determining appreciation, specify that payment will
                  be made only in cash and provide that any related Awards are
                  not exercisable while such LSARs are exercisable. Unless the
                  context otherwise requires, whenever the term "Share
                  Appreciation Right" is used in the Plan, such term shall
                  include LSARs.

9.       OTHER SHARE-BASED AWARDS

         The Committee, in its sole discretion, may grant to Participants such
other Awards including, without limitation, dividends and dividend equivalents
and other Awards that are valued in whole or in part by reference to, or are
otherwise based on the Fair Market Value, of Shares ("OTHER SHARE-BASED
AWARDS"). Such Other Share-Based Awards shall be in such form, and dependent on
such conditions, as the Committee shall determine, including, without
limitation, the right to receive one or more Shares (or the equivalent cash
value of such Shares) upon the completion of a specified period of service, the
occurrence of an event and/or the attainment of performance objectives. Other
Share-Based Awards may be granted alone or in addition to any other Awards
granted under the Plan. Subject to the provisions of the Plan, the Committee
shall determine: (i) to whom and when Other Share-Based Awards will be made;
(ii) the number of Shares to be awarded under (or otherwise related to) such
Other Share-Based Awards; (iii) whether such Other Share-Based Awards shall be
settled in cash, Shares or a combination of cash and Shares; and (iv) all other
terms and conditions of such Other Share-Based Awards (including, without
limitation, the vesting provisions thereof and provisions ensuring that all
Shares so awarded and issued shall be fully paid and nonassessable).

10.      ADJUSTMENTS UPON CERTAIN EVENTS

         Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:

         (a)      Generally. In the event of any change in the outstanding
                  Shares after the Effective Date by reason of any Share
                  dividend or split, reorganization, recapitalization, merger,
                  consolidation, amalgamation, spin-off or combination
                  transaction or exchange of Shares or other corporate exchange,
                  or any distribution to shareholders of Shares other than
                  regular cash dividends or any transaction or other variation
                  of share capital similar to the foregoing, the Committee in
                  its sole discretion and without liability to any person may
                  make such substitution or adjustment, if any, as it deems to
                  be equitable, as to (i) the number or type of Shares or other
                  securities issued or reserved for issuance pursuant to the
                  Plan or pursuant to outstanding Awards, (ii) the grant,
                  purchase or Exercise Price of any Award or, if deemed
                  appropriate, the provision for a cash payment to the holder of
                  an outstanding Award and/or (iii) any other affected terms of
                  any Award; provided, however, that the number of Shares
                  subject to any Award denominated in Shares shall always be a
                  whole number.

         (b)      Change in Control. (i) Except to the extent specifically
                  provided to the contrary in any Award document and subject to
                  Section 10(c), upon a Change in Control, all Awards shall
                  become fully vested and exercisable, and any restrictions
                  applicable to any Award shall automatically lapse.

         (c)      Committee Discretion. In connection with a Change in Control
                  or a transaction described in Section 10(a), the Committee
                  may, along with any other action authorized by Section 10(a)
                  in its discretion (i) cancel any or all outstanding Awards


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                  under the Plan in consideration for payment to the holder of
                  each such cancelled Award of an amount equal to the portion of
                  the consideration that would have been payable to such holder
                  pursuant to such transaction if such Award had been fully
                  vested and exercisable and had been fully exercised, or if any
                  restrictions applicable to such Award automatically had lapsed
                  immediately prior to such transaction, less the Exercise Price
                  if any that would have been payable therefor, or (ii) if the
                  net amount referred to in clause (i) would be negative, cancel
                  such Award for no consideration or payment of any kind.
                  Payment of any amount payable pursuant to the preceding
                  sentence may be made in cash and/or securities or other
                  property in the Committee's discretion. In connection with a
                  Change in Control or a transaction described in Section 10(a),
                  the Committee may also, in its discretion, permit the
                  replacement of any or all outstanding Awards with similar
                  awards on the capital securities of the acquiror.

11.      NO RIGHT TO EMPLOYMENT, SERVICE OR AWARDS

         The granting of an Award under the Plan shall impose no obligation on
the Company or any Affiliate to continue the employment or service relationship
of a Participant and shall not lessen or affect the Company's or Affiliate's
right to terminate the employment or service relationship of such Participant at
any time and/or at will for any or no reason with or without cause. No
Participant or other person shall have any claim to be granted any Award, and
there is no obligation for uniformity of treatment of Participants, or holders
or beneficiaries of Awards. The terms and conditions of Awards and the
Committee's determinations and interpretations with respect thereto need not be
the same with respect to each Participant (whether or not such Participants are
similarly situated).

         Nothing contained in the Plan shall prevent the Company or any
Subsidiary or Affiliate thereof from adopting, adjusting or continuing in effect
compensation arrangements, which may, but need not, provide for the grant of
options, restricted shares, Shares and other types of Awards (subject to
shareholder or the majority of independent directors' approval if such approval
is required), and such arrangements may be either generally applicable or
applicable only in specific cases.

12.      TAXES

         The Company shall be authorized to withhold from any Award granted or
any payment due or transfer made under any Award or under the Plan or from any
compensation or other amount owing to a Participant, the amount (in cash,
Shares, other securities, other Awards, or other property) of any withholding
taxes, employee social security or any other applicable deductions and, to the
extent permitted by law, employer social security contributions due in respect
of an Award, its exercise, or any payment or transfer under such Award or under
the Plan and to take such other action (including, without limitation, providing
for elective payment of such amounts in cash, Shares, other securities, other
Awards or other property by the Participant) as necessary in the opinion of the
Company to satisfy all obligations for the payment of such taxes or
contributions. Notwithstanding any provisions in the Plan to the contrary, only
the amount of Shares deliverable in connection with an Award that are determined
to be necessary to satisfy statutory withholding or contribution requirements
will be withheld.

13.      SUCCESSORS AND ASSIGNS

         The Plan and any Award granted thereafter shall be binding on all
successors and assigns of the Company and a Participant, including, without
limitation, the estate of such Participant and


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the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

14.      NONTRANSFERABILITY OF AWARDS

         Unless otherwise determined by the Committee, an Award shall not be
transferable or assignable by the Participant other than by will or by the laws
of descent and distribution; provided, however, an Award may be transferred to
one or more transferees during the lifetime of the Participant and may be
exercised by such transferees in accordance with the terms of the Award, but
only if and to the extent such transfers are permitted by the Committee, subject
to any terms and conditions that the Committee may impose thereon (including
limitations the Committee may deem appropriate in order that offers and sales of
Shares will meet applicable requirements of registration forms under the
Securities Act specified by the Securities and Exchange Commission). An Award
exercisable after the death of a Participant may be exercised by the
beneficiaries, personal representatives or distributees of the Participant. A
beneficiary, transferee or other person claiming any rights under the Plan from
or through the Participant shall be subject to all terms and conditions of the
Plan, except as otherwise determined by the Committee, and to any additional
terms and conditions deemed necessary or appropriate by the Committee.

15.      AMENDMENT OR TERMINATION

         The Board may amend, alter or discontinue the Plan or any portion
thereof or any Award granted thereunder at any time, but no amendment,
alteration or discontinuation shall be made which, without (i) the consent of a
Participant, would materially diminish any of the rights of the Participant
under any Award theretofore granted to such Participant under the Plan, (ii) the
approval of the shareholders would directly or indirectly reduce or have the
effect of reducing the Exercise Price of any Option as established at the time
of grant, whether through amendment, cancellation, replacement grants, or by any
other means, except as provided in Section 10(a), or (iii) the approval of the
majority of the independent directors of the Board (at any time before June 30,
2005) and the shareholders of the Company (at any time), would (except as
provided in Section 10 of the Plan) increase the total number of Shares reserved
for purposes of the Plan; provided, however, that the Committee may amend the
Plan or any Award granted thereunder in such manner as it deems necessary to
permit Awards to meet the requirements of the Code or other applicable laws.

16.      INTERNATIONAL PARTICIPANTS

         With respect to Participants who reside or work outside the United
States of America, the Committee may, in its sole discretion, amend, or
otherwise modify, without Board or shareholder approval, the terms of the Plan
or Awards with respect to such Participants in order to conform such terms with
the provisions of local law, and the Committee may, where appropriate, establish
one or more sub-plans to reflect such amended or otherwise modified provisions;
provided that such amendment or other modification (including any such sub-plan)
shall not increase the total number of shares reserved for purposes of the Plan
without the approval of the majority of the independent directors of the Board
(at any time before June 30, 2005) and the shareholders of the Company (at any
time).

         Pursuant to applicable law or for the convenience of Participants, any
part of the Plan, any Award documents or any communications to Participants
regarding the Plan may be translated into a language other than English. While
any such translation shall constitute the Company's best efforts to comply with
such applicable law or to assist Participants, in the event of any conflict or


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inconsistency between the English version and a non-English version, the English
version shall prevail.

17.      CHOICE OF LAW

         Unless otherwise specified, the Plan and any Award granted thereunder
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to conflicts of laws. In the event of any conflict or
inconsistency between the Plan and an Award document, the Plan shall prevail.

18.      EFFECTIVENESS OF THE PLAN

         The Plan shall be effective as of the Effective Date.


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