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                                                                     EXHIBIT 4.2


                            OSI PHARMACEUTICALS, INC.
                        2001 INCENTIVE AND NON-QUALIFIED
                                STOCK OPTION PLAN

1.          Purpose

            The purpose of this 2001 Incentive and Non-Qualified Stock Option
      Plan (the "Plan") is to encourage and enable selected management, other
      employees, directors (whether or not employees), and consultants of OSI
      Pharmaceuticals, Inc. (the "Company") or a parent or subsidiary of the
      Company to acquire a proprietary interest in the Company through the
      ownership of common stock, par value $.01 per share (the "Common Stock"),
      of the Company. Such ownership will provide such employees, directors, and
      consultants with a more direct stake in the future welfare of the Company,
      and encourage them to remain with the Company or a parent or subsidiary of
      the Company. It is also expected that the Plan will encourage qualified
      persons to seek and accept employment with, or become associated with, the
      Company or a parent or subsidiary of the Company. Pursuant to the Plan,
      the Company may grant (i) "incentive stock options," within the meaning of
      Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
      and (ii) stock options that do not qualify as incentive stock options
      ("non-qualified stock options"). No option granted under the Plan shall be
      treated as an incentive stock option unless the stock option agreement
      which evidences the grant refers to such option as an incentive stock
      option and such option satisfies the requirements of Section 422 of the
      Code.

            As used herein, the term "parent" or "subsidiary" shall mean any
      present or future corporation which is or would be a "parent corporation"
      or "subsidiary corporation" of the Company as the term is defined in
      Section 424 of the Code (determined as if the Company were the employer
      corporation).

2.          Administration of the Plan

            The Plan shall be administered by a committee (the "Committee") as
      appointed from time to time by the Board of Directors of the Company,
      which may be the Compensation Committee of the Board of Directors. Except
      as otherwise specifically provided herein, no person, other than members
      of the Committee, shall have any discretion as to decisions regarding the
      Plan. The Company may engage a third party to administer routine matters
      under the Plan, such as establishing and maintaining accounts for Plan
      participants and facilitating transactions by participants pursuant to the
      Plan.

            In administering the Plan, the Committee may adopt rules and
      regulations for carrying out the Plan. The interpretations and decisions
      made by the Committee with regard to any question arising under the Plan
      shall be final and conclusive on all persons participating or eligible to
      participate in the Plan. Subject to the provisions of the Plan, the
      Committee shall determine the terms of all options granted pursuant to the
      Plan, including, but not limited to, the persons to whom, and the time or
      times at which, grants shall be made, the number of shares to be covered
      by each option, the duration of options, the exercisability of options,
      whether options shall be treated as incentive stock options, and the
      option price.
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3.          Shares of Stock Subject to the Plan

            Except as provided in paragraphs 6(h), 6(i) and 7 hereof, the number
      of shares that may be issued or transferred pursuant to the exercise of
      options granted under the Plan shall not exceed 4,000,000 shares of Common
      Stock. Such shares may be authorized and unissued shares or previously
      issued shares acquired or to be acquired by the Company and held in
      treasury. Any shares subject to an option which for any reason expires or
      is terminated unexercised as to such shares may again be subject to an
      option right under the Plan. The aggregate Fair Market Value, as defined
      in paragraph 6(k) below (determined at the time the option is granted), of
      the shares with respect to which incentive stock options are exercisable
      for the first time by an optionee during any calendar year (under the Plan
      and all plans of the Company and any parent or subsidiary of the Company)
      shall not exceed $100,000.

4.          Eligibility

            Incentive stock options may be granted only to management and other
      employees who are employed by the Company or a parent or subsidiary of the
      Company. Incentive stock options may be granted to a director of the
      Company or a parent or subsidiary of the Company, provided that the
      director is also an officer or employee. Non-qualified stock options may
      be granted to directors, officers, employees and consultants of the
      Company.

5.          Granting of Options

            No options pursuant to this Plan may be granted after the close of
      business on June 12, 2011. The date of the grant of any option shall be
      the date on which the Committee authorizes the grant of such option.

6.          Options

            Options shall be evidenced by stock option agreements in such form,
      consistent with the Plan, as the Committee shall approve from time to
      time, which agreements need not be identical and shall be subject to the
      following terms and conditions:

                  (a) Option Price. The purchase price under each incentive
                  stock option shall be not less than 100% of the Fair Market
                  Value of the Common Stock at the time the option is granted
                  and not less than the par value of the Common Stock. In the
                  case of an incentive stock option granted to an employee
                  owning, actually or constructively under Section 424(d) of the
                  Code, more than 10% of the total combined voting power of all
                  classes of stock of the Company or of any parent or subsidiary
                  of the Company (a "10% Stockholder") the option price shall
                  not be less than 110% of the Fair Market Value of the Common
                  Stock at the time of the grant. The purchase price under each
                  non-qualified stock option shall be specified by the
                  Committee, but shall in no case be less than the greater of
                  the Fair Market Value of the Common Stock at the time the
                  option is granted and the par value of such Common Stock.

                  (b) Medium and Time of Payment. Stock purchased pursuant to
                  the exercise of an option shall at the time of purchase be
                  paid for in full in cash, or, upon conditions established by
                  the Committee, by delivery of shares of Common Stock owned by
                  the recipient. If payment is made by the delivery of shares,
                  the value of the shares delivered shall be the Fair Market
                  Value of such shares on the date of exercise of the option. In
                  addition, if the Committee consents in its sole discretion, an
                  "in the money" non-qualified stock option may be exercised on
                  a "cashless" basis in exchange for the issuance to the
                  optionee (or other person entitled to exercise the option) of
                  the largest whole number of shares having an aggregate value
                  equal to the value of such option on the date of exercise. For
                  this purpose, the value of
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                  the shares delivered by the Company and the value of the
                  option being exercised shall be determined based on the Fair
                  Market Value of the Common Stock on the date of exercise of
                  the option. Upon receipt of payment and such documentation as
                  the Company may deem necessary to establish compliance with
                  the Securities Act of 1933, as amended (the "Securities Act"),
                  the Company shall, without stock transfer tax to the optionee
                  or other person entitled to exercise the option, deliver to
                  the person exercising the option a certificate or certificates
                  for such shares. It shall be a condition to the performance of
                  the Company's obligation to issue or transfer Common Stock
                  upon exercise of an option or options that the optionee pay,
                  or make provision satisfactory to the Company for the payment
                  of, any taxes (other than stock transfer taxes) the Company or
                  any subsidiary is obligated to collect with respect to the
                  issue or transfer of Common Stock upon such exercise,
                  including any federal, state, or local withholding taxes.

                  (c) Waiting Period. The waiting period and time for exercising
                  an option shall be prescribed by the Committee in each
                  particular case; provided, however, that no option may be
                  exercised after 10 years from the date it is granted. In the
                  case of an incentive stock option granted to a 10%
                  Stockholder, such option, by its terms, shall be exercisable
                  only within five years from the date of grant.

                  (d) Rights as a Stockholder. A recipient of options shall have
                  no rights as a stockholder with respect to any shares issuable
                  or transferable upon exercise thereof until the date a stock
                  certificate is issued to him for such shares. Except as
                  otherwise expressly provided in the Plan, no adjustment shall
                  be made for dividends or other rights for which the record
                  date is prior to the date such stock certificate is issued.

                  (e) Non-Assignability of Options. No incentive stock option
                  and, except as may otherwise be specifically provided by the
                  Committee, no non-qualified stock options, shall be assignable
                  or transferable by the recipient except by will or by the laws
                  of descent and distribution. During the lifetime of a
                  recipient, incentive stock options and, except as may
                  otherwise be specifically provided by the Committee,
                  non-qualified stock options, shall be exercisable only by such
                  recipient. If the Committee approves provisions in any
                  particular case allowing for assignment or transfer of a
                  non-qualified stock option, then such option will nonetheless
                  be subject to a six-month holding period commencing on the
                  date of grant during which period the recipient will not be
                  permitted to assign or transfer such option, unless the
                  Committee further specifically provides for the assignability
                  or transferability of such option during this period. See
                  paragraph 8 hereof for restrictions on sale of shares.

                  (f) Effect of Termination of Employment. If a recipient's
                  employment (or service as an officer, director or consultant)
                  shall terminate for any reason, other than death or Retirement
                  (as defined below), the right of the recipient to exercise any
                  option otherwise exercisable on the date of such termination
                  shall expire unless such right is exercised within a period of
                  90 days after the date of such termination. The term
                  "Retirement" shall mean the voluntary termination of
                  employment (or service as an officer, director or consultant)
                  by a recipient who has attained the age of 55 and who has
                  completed at least five years of service with the Company. If
                  a recipient's employment (or service as an officer, director
                  or consultant) shall terminate because of death or Retirement,
                  the right of the recipient to exercise any option otherwise
                  exercisable on the date of such termination shall be
                  unaffected by such termination and shall continue until the
                  normal expiration of such option. Notwithstanding the
                  foregoing, the tax treatment available pursuant to Section 421
                  of the Code upon the exercise of an incentive stock option
                  will not be available in connection with the exercise of any
                  incentive stock option more than three months after the date
                  of termination of such
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                  option recipient's employment due to Retirement. Option rights
                  shall not be affected by any change of employment as long as
                  the recipient continues to be employed by either the Company
                  or a parent or subsidiary of the Company. In no event,
                  however, shall an option be exercisable after the expiration
                  of its original term as determined by the Committee pursuant
                  to subparagraph 6(c) above. The Committee may, if it
                  determines that to do so would be in the Company's best
                  interests, provide in a specific case or cases for the
                  exercise of options which would otherwise terminate upon
                  termination of employment with the Company for any reason,
                  upon such terms and conditions as the Committee determines to
                  be appropriate. Nothing in the Plan or in any option agreement
                  shall confer any right to continue in the employ of the
                  Company or any parent or subsidiary of the Company or
                  interfere in any way with the right of the Company or any
                  parent or subsidiary of the Company to terminate the
                  employment of a recipient at any time.

                  (g) Leave of Absence. In the case of a recipient on an
                  approved leave of absence, the Committee may, if it determines
                  that to do so would be in the best interests of the Company,
                  provide in a specific case for continuation of options during
                  such leave of absence, such continuation to be on such terms
                  and conditions as the Committee determines to be appropriate,
                  except that in no event shall an option be exercisable after
                  10 years from the date it is granted.

                  (h) Recapitalization. In the event that dividends payable in
                  Common Stock during any fiscal year of the Company exceed in
                  the aggregate five percent of the Common Stock issued and
                  outstanding at the beginning of the year, or in the event
                  there is during any fiscal year of the Company one or more
                  splits, subdivisions, or combinations of shares of Common
                  Stock resulting in an increase or decrease by more than five
                  percent of the shares outstanding at the beginning of the
                  year, the number of shares available under the Plan shall be
                  increased or decreased proportionately, as the case may be,
                  and the number of shares deliverable upon the exercise
                  thereafter of any options theretofore granted shall be
                  increased or decreased proportionately, as the case may be,
                  without change in the aggregate purchase price. Common Stock
                  dividends, splits, subdivisions, or combinations during any
                  fiscal year that do not exceed in the aggregate five percent
                  of the Common Stock issued and outstanding at the beginning of
                  such year shall be ignored for purposes of the Plan. All
                  adjustments shall be made as of the day such action
                  necessitating such adjustment becomes effective.

                  (i) Sale or Reorganization. In case the Company is merged or
                  consolidated with another corporation, or in case the property
                  or stock of the Company is acquired by another corporation, or
                  in case of a separation, reorganization, or liquidation of the
                  Company, the Board of Directors of the Company, or the board
                  of directors of any corporation assuming the obligations of
                  the Company hereunder, shall either (i) make appropriate
                  provisions for the protection of any outstanding options by
                  the substitution on an equitable basis of appropriate stock of
                  the Company, or appropriate options to purchase stock of the
                  merged, consolidated, or otherwise reorganized corporation,
                  provided only that such substitution of options shall, with
                  respect to incentive stock options, comply with the
                  requirements of Section 424(a) of the Code, or (ii) give
                  written notice to optionees that their options, which will
                  become immediately exercisable notwithstanding any waiting
                  period otherwise prescribed by the Committee, must be
                  exercised within 30 days of the date of such notice or they
                  will be terminated.

                  (j) General Restrictions. Each option granted under the Plan
                  shall be subject to the requirement that, if at any time the
                  Board of Directors shall determine, in its discretion, that
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                  the listing, registration, or qualification of the shares
                  issuable or transferable upon exercise thereof upon any
                  securities exchange or under any state or federal law, or the
                  consent or approval of any governmental regulatory body is
                  necessary or desirable as a condition of, or in connection
                  with, the granting of such option or the issue, transfer, or
                  purchase of shares thereunder, such option may not be
                  exercised in whole or in part unless such listing,
                  registration, qualification, consent, or approval shall have
                  been effected or obtained free of any conditions not
                  acceptable to the Board of Directors.

                  The Company shall not be obligated to sell or issue any shares
            of Common Stock in any manner in contravention of the Securities
            Act, the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), the rules and regulations of the Securities and Exchange
            Commission, any state securities law, the rules and regulations
            promulgated thereunder or the rules and regulations of any
            securities exchange or over the counter market on which the Common
            Stock is listed or in which it is included for quotation. The Board
            of Directors may, in connection with the granting of each option,
            require the individual to whom the option is to be granted to enter
            into an agreement with the Company stating that as a condition
            precedent to each exercise of the option, in whole or in part, he
            shall, if then required by the Company, represent to the Company in
            writing that such exercise is for investment only and not with a
            view to distribution, and also setting forth such other terms and
            conditions as the Committee may prescribe. Such agreements may also,
            in the discretion of the Committee, contain provisions requiring the
            forfeiture of any options granted and/or Common Stock held, in the
            event of the termination of employment or association, as the case
            may be, of the optionee with the Company. Upon any forfeiture of
            Common Stock pursuant to an agreement authorized by the preceding
            sentence, the Company shall pay consideration for such Common Stock
            to the optionee, pursuant to any such agreement, without interest
            thereon.

                  (k) "Fair Market Value." Fair Market Value for all purposes
                  under the Plan shall mean the closing price of shares of
                  Common Stock, as reported in The Wall Street Journal, in the
                  NASDAQ National Market Issues or similar successor
                  consolidated transactions reports (or a similar consolidated
                  transactions report for the exchange on which the shares of
                  Common Stock are then trading) for the relevant date, or if no
                  sales of shares of Common Stock were made on such date, the
                  average of the high and low sale prices of shares as reported
                  in such composite transaction report for the preceding day on
                  which sales of shares were made. If the shares are not listed
                  on a national securities exchange or included for quotation in
                  the NASDAQ National Market System at the time Fair Market
                  Value is to be determined, then Fair Market Value shall be
                  determined by the Committee in good faith pursuant to such
                  method as to the Committee deems appropriate and equitable.
                  Under no circumstances shall the Fair Market Value of a share
                  of Common Stock be less than its par value.

7.    Termination and Amendment of the Plan

            The Board of Directors or the Committee shall have the right to
      amend, suspend, or terminate the Plan at any time; provided, however, that
      no such action shall affect or in any way impair the rights of a recipient
      under any option right theretofore granted under the Plan; and, provided,
      further, that unless first duly approved by the stockholders of the
      Company entitled to vote thereon at a meeting (which may be the annual
      meeting) duly called and held for such purpose, except as provided in
      subparagraphs 6(h) and 6(i), no amendment or change shall be made in the
      Plan increasing the total number of shares which may be issued or
      transferred under the Plan, materially increasing the benefits to Plan
      participants or modifying the requirements as to eligibility for
      participation in the Plan.
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8.    Restriction on Sale of Shares

            Without the written consent of the Company, no stock acquired by an
      optionee upon exercise of an incentive stock option granted hereunder may
      be disposed of by the optionee within two years from the date such
      incentive stock option was granted, nor within one year after the transfer
      of such stock to the optionee; provided, however, that a transfer to a
      trustee, receiver, or other fiduciary in any insolvency proceeding, as
      described in Section 422(c)(3) of the Code, shall not be deemed to be such
      a disposition. The optionee shall make appropriate arrangements with the
      Company for any taxes which the Company is obligated to collect in
      connection with any such disposition, including any federal, state, or
      local withholding taxes.

            No stock acquired by an optionee upon exercise of a non-qualified
      stock option granted hereunder may be disposed of by the optionee (or
      other person eligible to exercise the option) within six months from the
      date such non-qualified stock option was granted, unless otherwise
      provided by the Committee.

9.    Effective Date of the Plan

            This Plan is effective as of June 13, 2001; provided, however, that
      the Plan be approved by the stockholders of the Company at the 2002 Annual
      Meeting of Stockholders. If the Plan is not approved by the stockholders,
      the Plan and options granted hereunder shall thereupon terminate. In any
      event, the Plan shall terminate on June 12, 2011, or on such earlier date
      as the Board of Directors or the Committee may determine. Any option
      outstanding at the termination date shall remain outstanding until it has
      either expired or has been exercised.

10.   Compliance with Rule 16b-3

            With respect to persons subject to Section 16 of the Exchange Act,
      transactions under this Plan are intended to comply with all applicable
      conditions of Rule 16b-3 or its successors. To the extent any provision of
      the Plan or action by the Committee (or any other person on behalf of the
      Committee or the Company) fails to so comply, it shall be deemed null and
      void, to the extent permitted by law and deemed advisable by the
      Committee.

11.   Automatic Grant of Options to Non-Employee Directors

                  (a) Each director, who is not also an employee of the Company
                  or any of its affiliates, or the designee of any stockholder
                  of the Company pursuant to a right to designate one or more
                  directors (an "Eligible Director") who first becomes an
                  Eligible Director on or after June 13, 2001, shall
                  automatically be awarded a grant of 30,000 non-qualified stock
                  options upon his or her initial election to the Board of
                  Directors. An Eligible Director receiving an initial option
                  grant under this Section 11(a) shall not be eligible for an
                  initial grant of option under any other stock option plan
                  maintained by the Company. Such options shall vest and be
                  exercisable solely in accordance with the following schedule:

                  (i)   The options may be exercised with respect to a maximum
                        of one-half of the option shares during the twelve-month
                        period beginning after the date of grant.

                  (ii)  The options may be exercised with respect to all of the
                        option shares upon the Eligible Director's reelection to
                        the Board of Directors for a second consecutive term.
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                  (iii) The options will expire and will no longer be
                        exercisable as of the tenth anniversary of the date of
                        grant, subject to sooner expiration upon the occurrence
                        of certain events as provided elsewhere in this Plan.

                  (b) In addition to the grant provided in subsection (a), each
                  Eligible Director who first became an Eligible Director on or
                  after June 13, 2001 shall automatically be awarded a grant of
                  non-qualified stock options upon each reelection of such
                  Eligible Director to a subsequent, successive term, in the
                  amount of an option for 7,500 shares.

                  (c) Except to the extent an option is granted under any
                  automatic grant provision of any other stock option plan
                  maintained by the Company, each Eligible Director who first
                  became an Eligible Director prior to June 13, 2001 shall
                  automatically be awarded a grant of non-qualified stock
                  options upon the reelection of such Eligible Director to a
                  third or subsequent, successive term, in the amount and at the
                  times hereinafter set forth. The number of options to which
                  each Eligible Director shall be entitled pursuant to this
                  subsection (c) shall be as follows:

                  (i)   20,000 on the date of the Eligible
                        Director's reelection to a third one-year
                        term;

                  (ii)  20,000 on the date of the Eligible
                        Director's reelection to a fourth
                        one-year term;

                  (iii) 15,000 on the date of the Eligible
                        Director's reelection to a fifth one-year
                        term;

                  (iv)  15,000 on the date of the Eligible
                        Director's reelection to a sixth one-year
                        term;

                  (v)   10,000 on the date of the Eligible
                        Director's reelection to a seventh
                        one-year term;

                  (vi)  10,000 on the later of the date of the annual meeting of
                        stockholders in 2000, or the date of the Eligible
                        Director's reelection to an eighth one-year term;

                  (vii) 10,000 on the later of the date of the annual meeting of
                        stockholders in 2001, or the date of the Eligible
                        Director's reelection to a ninth one-year term; and

                  (viii)7,500 on the date of the Eligible Director's reelection
                        to a tenth one-year term and on each successive
                        reelection to a one-year term thereafter.

                  (d) Options granted pursuant to subsections (b) or (c) shall
                  vest and be exercisable solely in accordance with the
                  following schedule:

                  (i)   The options shall not be exercisable during the
                        twelve-month period beginning after the date of grant.

                  (ii)  The options may be exercised with respect to one-third
                        of the option shares after the expiration of twelve
                        months from the date of grant.
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                  (iii) The remaining two-thirds of the options shall vest and
                        become exercisable ratably on a monthly basis over the
                        two-year period commencing one year from the date of
                        grant and ending three years from the date of grant.

                  (iv)  The options will expire and will no longer be
                        exercisable as of the tenth anniversary of the date of
                        grant, subject to sooner expiration upon the occurrence
                        of certain events as provided elsewhere in this Plan.

                  (e) The option price for all options awarded under this
                  Section 11 shall be equal to 100% of the Fair Market Value of
                  a share of Common Stock on the date of grant.

12.   Options granted to employees and directors of any subsidiary in the UK

             In addition to the provisions of paragraphs 1 to 11 (inclusive)
       above, the provisions of this paragraph 12 shall apply as herein set out
       to options granted to employees and directors of any subsidiary in the
       United Kingdom. The provisions of this paragraph 12 enable the Plan to be
       used in a tax efficient manner in the United Kingdom.

                  (a) In this paragraph 12 the following terms have the meanings
                  ascribed to them:
             "Election" means an election in the form envisaged in Paragraph
             3B(1) of Schedule 1 to SSCBA and acceptable to the UK Subsidiary to
             the effect that any Secondary NIC arising on the exercise,
             assignment or release of a UK Option shall be the liability of the
             recipient and not the liability of the UK Subsidiary

             "Independent Transfer Agent" means any person (other than the
             Company or any company affiliated with the Company or any
             individual affiliated with any such company) who is registered as a
             broker-dealer with the U.S. Securities and Exchange Commission and
             who is thereby able to sell and transfer shares in the Company on
             behalf of the Optionholder

             "Optionholder" means an employee or director of the UK Subsidiary
             who is the holder of a UK Option

             "Secondary NIC" means secondary national insurance contributions
             as defined in the SSCBA

             "SSCBA" means the Social Security Contributions and Benefits Act
             1992 of the United Kingdom

             "UK Option" means an option granted to an employee of the UK
             Subsidiary

             "UK Subsidiary" means OSI Pharmaceuticals (UK) Limited (a company
             incorporated in England under company number 1709877) and any other
             UK Subsidiary of the Company from time to time.

                  (b) To the extent that it is lawful to do so, a UK Option may
                  be granted subject to a condition that any liability of the UK
                  Subsidiary (as employer or former employer of the relevant
                  Optionholder) to pay Secondary NIC in respect of the exercise,
                  assignment or release of that UK Option shall be the liability
                  of the relevant Optionholder and payable by that Optionholder
                  and that the Optionholder shall not be entitled to exercise
                  the UK Option until he has entered into an Election to that
                  effect when required to do so by the UK Subsidiary provided
                  that the Committee may in its discretion at any time or times
                  release the Optionholder from this liability or reduce his
                  liability thereunder unless that Election has
<PAGE>
                  been entered into between the UK Subsidiary and that
                  Optionholder and that Election (or the legislation which
                  provides for such an Election to be effective) does not allow
                  for such an Election to be subsequently varied.

                  (c) If a UK Option is granted subject to the condition
                  referred to in paragraph 11(b) above then the Optionholder
                  shall by completing the Election grant to the UK Subsidiary
                  (as employer or former employer of the relevant Optionholder)
                  the irrevocable authority, as agent of the Optionholder and on
                  his behalf, to appoint an Independent Transfer Agent, to act
                  as agent of the Optionholder and on his behalf, to sell or
                  procure the sale of sufficient of the Stock subject to the UK
                  Option and remit the net sale proceeds to the UK Subsidiary so
                  that the net proceeds payable to the UK Subsidiary are so far
                  as possible equal to but not less than the amount of the
                  Secondary NIC for which the Optionholder is liable under the
                  terms of the Election and the UK Subsidiary shall account to
                  the Optionholder for any balance.

                        No Stock shall be allotted or transferred to the
             Optionholder by the Company until the UK Subsidiary has received an
             amount in cash equal to the amount of the Secondary NIC for which
             the Optionholder is liable under the terms of the Election.

                  (d) If a UK Option is exercised and the Optionholder is liable
                  to tax duties or other amounts on such exercise and the UK
                  Subsidiary (as his employer or former employer) is liable to
                  make a payment to the appropriate authorities on account of
                  that liability then the Optionholder shall by having completed
                  the Option Agreement grant to the UK Subsidiary (as employer
                  or former employer of the relevant Optionholder) the
                  irrevocable authority, as agent of the Optionholder and on his
                  behalf, to appoint an Independent Transfer Agent, to act as
                  agent of the Optionholder and on his behalf, to sell or
                  procure the sale of sufficient of the Shares subject to the UK
                  Option and remit the net sale proceeds to the UK Subsidiary so
                  that the net proceeds payable to the UK Subsidiary are so far
                  as possible equal to but not less than the amount payable to
                  the appropriate authorities and the UK Subsidiary shall
                  account to the Optionholder for any balance.

                        No Stock shall be allotted or transferred to the
             Optionholder by the Company until the UK Subsidiary has received an
             amount in cash equal to the amount of any liability of the UK
             Subsidiary referred to in this paragraph (d).