<PAGE>

                                                                    EXHIBIT 99.5
                                                                    ------------

                THE LEARMONTH & BURCHETT MANAGEMENT SYSTEMS PLC

                         EXECUTIVE SHARE OPTION SCHEME
<PAGE>

           RULES OF THE LEARMONTH & BURCHETT MANAGEMENT SYSTEMS PLC
                         EXECUTIVE SHARE OPTION SCHEME





                  THE LEARMONTH & BURCHETT MANAGEMENT SYSTEMS
                  -------------------------------------------
                         EXECUTIVE SHARE OPTION SCHEME
                         -----------------------------


                           (incorporating amendments
                            made on 12th April 1995,
                        25th April 1995 and 1st May 1995)




<PAGE>

                                     INDEX

                                                        Page

Clause 1        Definitions and Interpretation

                                    Part A
                                    ------

Clause 2        Grant of Type A Options

Clause 3        Limits

Clause 4        Exercise of Type A Options

Clause 5        Takeover, Reconstruction and Winding-up

Clause 6        Variation of Capital

Clause 7        Alterations

Clause 8        Miscellaneous

                                    Part B
                                    ------

Clause 9        Grant of Type B Options

Clause 10       Limits

Clause 11       Exercise of Type B Options

Clause 12       Takeover, Reconstruction and Winding-up

Clause 13       Variation of Capital

Clause 14       Alterations

Clause 15       Miscellaneous

<PAGE>

                  THE LEARMONTH & BURCHETT MANAGEMENT SYSTEMS
                         EXECUTIVE SHARE OPTION SCHEME
                         -----------------------------
                                 (as amended)

1.  Definitions and Interpretations

(1) In this Scheme, unless the context otherwise requires:

    (a) "Approved Scheme" means the Scheme (other than Part B) and any other
        share option scheme of the Company (or any associated company of the
        Company) approved by the Board of the Inland Revenue under Schedule 9;

    (b) "the Board" means the board of directors of the Company or a committee
        appointed by such board of directors;

    (c) "the Company" means Learmonth & Burchett Management Systems Plc
        (registered in England No. 1294569);

    (d) "Date of Listing" means the date on which permission was first granted
        for the Shares to be traded on the Unlisted Securities Market, being
        24th June 1987;

    (e) "Executive" means a full-time director or qualifying employee of a
        Participating Company;

    (f) "the Grant Date" in relation to an Option means the date on which the
        option was or is treated as having been granted;

    (g) "Option" means a right to acquire Shares under the Scheme;

    (h) "Participant" means a person who has subsisting rights under an Option
        or the personal representatives of a person who had such subsisting
        rights immediately prior to his death;

    (i) "Participating Company" means the Company and any Subsidiary to which
        the Board has resolved that the Scheme shall for the time being extend;

    (j) "Relevant Securities Market" means the Unlisted Securities Market and/or
        such other stock exchange or securities market on which the ordinary
        shares of the Company are then listed, quoted or dealt in;

    (k) "Schedule 9" means Schedule 9 to the Income and Corporation Taxes Act
        1988;

    (l) "the Scheme" means the Learmonth & Burchett Management Systems Executive
        Share Option Scheme as herein set out but subject to any alterations or
        additions made under Clauses 7 and 14 below;




<PAGE>

                                      2.

     (m)  "Share" means an ordinary share in the capital of the Company which
          satisfies the conditions set out in paragraphs 10 to 14 inclusive of
          Schedule 9;

     (n)  "Subsidiary" means a body corporate which is a subsidiary of the
          Company within the meaning of section 736 of the Companies Act 1985
          and is under the control of the Company within the meaning of section
          840 of the Income and Corporation Taxes Act 1988;

     (o)  "Super-Option" means an option to subscribe for Shares which may not,
          except in limited circumstances, be exercised within five years of the
          Grant Date and which is except in limited circumstances subject to
          exercise conditions requiring either top quartile financial
          performance by the Company or performance which the Board considers is
          equivalent thereto;

     (p)  "Type A Option" means an Option which is designated as such and is
          granted subject to the provisions of Part A of the Scheme;

     (q)  "Type B Option" means an Option which is designated as such and is
          granted subject to the provisions of Part B of the Scheme;

     and expressions not otherwise defined herein have the same meanings as they
     have in Schedule 9.

(2)  For the purposes of sub-clause (1)(e) above:-

     (a)  a person shall be treated as a full-time director of a company if he
          is obliged to devote the whole or substantially the whole of his
          working time, and in any event not less than 25 hours a week to the
          performance of the duties of his office or employment with the company
          (or with the company and any other company which is a Participating
          Company);

     (b)  a qualifying employee, in relation to a company, is an employee of the
          company (other than one who is a director of a Participating Company)
          who is required, under the terms of his employment, to work for the
          company (or for the company and any other company which is a
          Participating Company) for the whole or substantially the whole of his
          working time and in any event for at least 20 hours a week.

(3)  Any reference in the Scheme to any enactment includes a reference to that
     enactment as from time to time modified extended or re-enacted.

(4)  Any reference in the Scheme to the masculine includes a reference to the
     feminine.


<PAGE>

                                      3.

                                    PART A
                                    ------

             (As approved by the Inland Revenue under Schedule 9)

<PAGE>

                                      4.

2.   Grant of Type A Options

(1)  Subject to sub-clauses (2), (6) and (7) below and to Clause 3 below, the
     Board may at any time prior to the tenth anniversary of the Date of Listing
     grant Type A Options to any Executive.

(2)  Type A Options may only be granted under the Scheme:

     (a)  within the period of 6 weeks beginning with the dealing day next
          following the date on which the Company announces its annual, half
          yearly or quarterly results; or

     (b)  within the period of 3 weeks immediately following the extraordinary
          general meeting of the shareholders of the Company held on 12th April
          1995.

(3)  There shall be no monetary consideration for the grant of any Type A
     Option, and accordingly any such Option shall be granted by way of a
     certificate executed by the Company as a deed.

(4)  Each such certificate shall:-

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

     (b)  specify the price at which any Share may be acquired by the exercise
          of the Option which shall be determined by the Board but shall be not
          less than the higher of:

          (i)  the market value (within the meaning of Part VIII of the Taxation
               of Chargeable Gains Act 1992) of a Share as agreed in advance for
               the purposes of the Scheme with the Shares Valuation Division of
               the Inland Revenue, on the Grant Date; and

          (ii) the nominal value of a Share;

     (c)  specify the Grant Date;

     (d)  specify that it is a Type A Option;

     (e)  specify whether the Option is granted as a Super-Option;

     (f)  specify the Option exercise conditions applicable to the Option;

     (g)  refer the Executive to all the provisions of the Scheme; and

     (h)  subject as aforesaid, be given in such form and manner as the Board
          may from time to time prescribe.


<PAGE>

                                      5.

(5)     No conditions imposed on the grant of any Type A Option pursuant to
        sub-clause (4) above may subsequently be waived or varied unless the
        Board, in its reasonable opinion, considers that such conditions are no
        longer a fair measure of the performance of the Participant and then in
        a manner of which, in the reasonable opinion of the Board:

        (a)     would cause such conditions to be a fairer measure of the
                performance of the Participant; and

        (b)     would not cause such conditions to be more difficult to satisfy
                than the original conditions were when the same were first set.

(6)     No Type A Option shall be granted if such grant would contravene the
        rules of any Relevant Securities Market or the provisions of any
        applicable regulation or enactment.

(7)     No Type A Option shall be granted to an Executive:

        (a)     who is not eligible to participate in the Scheme by virtue of
                paragraph 8 of Schedule 9; or

        (b)     who is within the 2 years (or, in the case of Super-Options, the
                4 years) immediately preceding the date on which he is bound to
                retire in accordance with the terms of his contract of
                employment.

(8)     Subject to Clause 4(4) below, a Type A Option granted under the Scheme
        to any person shall not be capable of being transferred by him and shall
        lapse forthwith if it is so transferred or if he is adjudicated
        bankrupt.

(9)     Any Executive to whom a Type A Option is granted may be notice in
        writing to the Secretary of the Company within 14 days of the Grant Date
        disclaim in whole or in part his rights thereunder, and in such case the
        Option shall pro tanto be deemed never to have been granted hereunder.
        No consideration shall be payable for any such disclaimer.

3.      Limits

(1)     The number of Shares over which Type A Options may be granted under the
        Scheme (other than Super-Options) on any day shall not, when added to
        the aggregate of:-

        (a)     the number of Shares which immediately prior to that day shall
                have been or remained to be issued on the exercise of Options
                granted under the Scheme (other than Super-Options) in the
                period of 10 years immediately preceding that day; and

<PAGE>

                                      6.

        (b)     the number of Shares which immediately prior to that day shall
                been or remained to be issued on the exercise of options (other
                than Super-Options) granted in that period under any other
                executive share option scheme adopted by the Company;

        exceed such number as represents 5 per cent of the ordinary share
        capital of the Company in issue immediately prior to that day.

(2)     The number of Shares over which Type A Options may be granted under the
        Scheme on any day shall not, when added to the aggregate of:-

        (a)     the number of Shares which immediately prior to that day shall
                have been or remained to be issued on the exercise of Options
                granted under the Scheme (including Type B Options) in the
                period of 10 years immediately preceding that day, and

        (b)     the number of Shares which immediately prior to that day shall
                have been or remained to be issued on the exercise of options
                granted in that period, or shall have been issued in that period
                otherwise than on the exercise of options, under any other
                employees' share scheme adopted by the Company;

        exceed such number as represents 10 per cent of the ordinary share
        capital of the Company in issue immediately prior to that day.

(3)     The aggregate number of Shares over which Options may be granted under
        the Scheme from and including 12th April 1995 shall not exceed 5,000,000
        (subject to any adjustments pursuant to clause 6(2)(e)).

(4)     No Type A Option shall be granted under the Scheme to any person on any
        day if such grant would have the result that the aggregate market value
        of Shares the subject of all Options granted to that person under the
        Scheme, when added to the aggregate market value of Shares the subject
        of any other options granted to that person under any other share option
        scheme (other than an SAYE scheme) of the Company, in each case within
        the 10 years preceding that date, and including (for the avoidance of
        doubt) any Shares the subject of options which have lapsed (for whatever
        reason), but excluding any shares the subject to options which:

        (i)     have been exercised; or

        (ii)    are or were Super-Options,

        would exceed an amount equal to four times his relevant annual
        emoluments as at that day.

<PAGE>

                                      7.

(5)     No Type A Option shall be granted as a Super-Option under the Scheme to
        any person if such grant would have the result that the aggregate market
        value of Shares the subject of all Options granted to that person under
        the Scheme case when added to the market value of any Shares put under
        option under any other share option scheme (other than an SAYE scheme)
        of the Company, in each within the ten years preceding that day, and
        including (for the avoidance of doubt) any Shares the subject of options
        which have lapsed (for whatever reason), would exceed an amount equal to
        eight times his relevant annual emoluments as at that day.

(6)     For the purposes of sub-clauses (1), (2), (4) and (5) above, no account
        shall be taken of any Shares issued or remaining issuable pursuant to
        options which were granted under any share option scheme of the Company
        prior to the Date of Listing or of any options to be satisfied by the
        transfer of existing Shares.

(7)     Notwithstanding sub-clauses (4) and (5) above, no person shall be
        granted Type A Options under the Scheme which would, at the time they
        are granted, cause the aggregate market value of the Shares which he may
        acquire in pursuance of options granted under the Scheme (other than
        Type B Options) or under any other Approval Scheme (and not exercised)
        to exceed or further exceed the highest of:-

        (a)     (Pounds)100,000;

        (b)     subject to sub-clause (9) below, four times the amount of the
                relevant emoluments for the current or preceding year of
                assessment (whichever of those years gives the greater amount);
                and

        (c)     the maximum amount for the time being permitted under Schedule
                9.

(8)     For the purpose of sub-clauses (4) to (7) above:-

        (a)     relevant emoluments are such of the emoluments of the office or
                employment by virtue of which the person in question is eligible
                to participate in the Scheme and of any other office or
                employment held by him with the Company and any other
                Participating Company as are liable to be paid under deduction
                of tax pursuant to section 203 of the Taxes Act (pay-as-you-
                earn), after deducting from them amounts included by virtue of
                Chapter II of Part V of the Taxes Act 1998;

        (b)     relevant annual emoluments of any person as at any day are the
                higher of such relevant emoluments as would be payable to him in
                respect of a full year's service (calculated at the rate at
                which relevant emoluments are then payable to him) and the
                relevant emoluments paid to him in the period of 12 months
                immediately preceding that day; and


<PAGE>

                                      8.

        (c)     the market value of Shares shall be calculated as at the time
                when the option relating to those Shares was granted or, in a
                case where an agreement relating to them has been made under
                paragraph 29 of Schedule 9, such earlier time or time as may be
                provided in the agreement.

(9)     In the event that an Executive does not at any time have any relevant
        emoluments for the preceding year of assessment, sub-clause (7) above
        shall apply at that time with the following paragraph substituted for
        paragraph(b):-

        "(b)    four time the amount of the relevant emoluments for the period
                of twelve months beginning with the first day during the current
                year of assessment in respect of which there are relevant
                emoluments."

4.      Exercise of Type A Options

(1)     The exercise of any Type A Option shall be effected by a notice which
        shall:-

        (a)     specify the number of Shares in respect of which the Option is
                exercised in accordance with sub-clause (2) below, and

        (b)     be accompanied by payment to the Company of an amount equal to
                the price at which the number of Shares so specified may be
                acquired by the exercise of the Option, and

        (c)     unless the Board otherwise permits, be accompanied by the
                certificate issued in respect of the Option, and

        (d)     subject as aforesaid, be given in such form and manner as the
                Board may from time to time prescribe.

(2)     Subject to sub-clauses (4) and (7) below and to Clause 5 below, a notice
        exercising a Type a Option may not be given before the third anniversary
        of the Grant Date (in the case of a Type A Option granted other than as
        a Super-Option) and the fifth anniversary of the Grant Date (in the case
        of a type A Option granted as a Super-Option).

(3)     Subject to sub-clause (2) and Clause 5 below, a notice exercising a Type
        A Option may not be given unless the objective exercise conditions
        relating to the Option have been satisfied.

(4)     (a)     If any Participant ceases to be an Executive by reason of:

                (i)     injury:

<PAGE>

                                      9.

                        (ii)    disability;

                        (iii)   redundancy (within the meaning of the Employment
                                Protection (Consolidation) Act 1978); or

                        (iv)    retirement;

                        the Participant shall, subject always to sub-clause (3),
                        be entitled to exercise a percentage of each Type A
                        Option then held by him calculated as follows:

                        (i)     where the cessation occurs within 2 years of the
                                Grant Date, nil;

                        (ii)    where the cessation occurs thereafter, 40 per
                                cent, plus an additional 5 per cent for each
                                3 months which has elapsed between the second
                                anniversary of the Grant Date and the date of
                                such cessation.

                        provided that any notice exercising a Type A Option in
                        such circumstances must (if at all) be given within 6
                        months of his ceasing to be an Executive, of it later,
                        42 months after the Grant Date (in the case of a Type A
                        Option granted other than as a Super-Option) and 66
                        months after the Grant Date (in the case of a Type A
                        Option granted as a Super-Option and all other Type A
                        Options then held by him shall lapse.

(4)     (b)     If any Participant ceases to be an Executive for any reason
                other than one of those set out in sub-clause 4(a) above, all
                Type A Options then held by him shall lapse, except insofar as
                the Board (in its absolute discretion) shall approve otherwise.
                If the Board does give such approval, then subject always to
                sub-clause (3), the Participant shall be entitled to exercise
                such of his Type A Options as the Board shall have approved,
                provided that any notice exercising a Type A Option in such
                circumstances must (if at all) be given within 6 months of his
                ceasing to be an Executive, or it later, 42 months after the
                Grant Date (in the case of a Type A Option granted other than as
                a Super-Option) and 66 months after the Grant Date (in the case
                of a Type A Option granted as a Super-Option).

(5)     A Participant shall not be treated for the purposes of sub-clause (4)
        above as ceasing to be an Executive until he ceases to be a full-time
        director or qualifying employee of the Company or any Subsidiary, and a
        Participant (being a woman) who ceases to be an Executive by reason of
        pregnancy or confinement and who exercises her right to return to work
        under section 45 of the Employment Protection (Consolidation) Act 1978
        (or any similar right under the law governing her





<PAGE>

                                      10.

        employment contract) before exercising an Option under the Scheme shall
        be treated for those purposes as not having ceased to be an Executive.

(6)     Notwithstanding any other provision of the Scheme, a notice exercising a
        Type A Option granted under the Scheme may not be given later than 10
        years after the Grant Date.

(7)     A Participant shall not be eligible to give a notice exercising a Type A
        Option under the Scheme at any time:-

        (a)     unless, subject to sub-clause (4) above, he is at that time an
                Executive, and

        (b)     if he is not at that time eligible to participate in the Scheme
                by virtue of paragraph 8 of Schedule 9.

(8)     Subject to sub-clause (10) below, within 30 days after a notice
        exercising a Type A Option under the Scheme has been received by the
        Company the Board on behalf of the Company shall allot to the
        Participant or procure the transfer to him of the number of Shares
        specified in the notice.

(9)     As soon as reasonably practicable after allotting any Shares under the
        Scheme, the Board on behalf of the Company shall:-

        (a)     issue to the participant a definitive share certificate in
                respect of the Shares so allotted,

        (b)     apply for such Shares to be admitted to listing, quotation or
                dealing (as the case may be) on any Relevant Securities Market,
                and

        (c)     if the Option remains partially unexercised, either amend the
                certificate issued to the Participant pursuant to Clause 2(4)
                above so as to indicate the number of Shares in respect of which
                the Option may still be exercised, or issue to him a new
                certificate which shall contain all the information which would
                have been contained in such an amended certificate.

(10)    All Shares allotted or transferred pursuant to the exercise of a Type A
        Option shall:-

        (a)     rank pari passu in all respects with the Shares for the time
                being in issue (save, in the case of allotted shares, as regards
                any rights attaching to such Shares by reference to a record
                date prior to the date of such exercise), and

        (b)     satisfy the requirements of paragraphs 10 to 14 of Schedule 9.



<PAGE>

                                      11.

5.      Takeover, Reconstruction and Winding-up

(1)     If any person obtains control of the Company (within the meaning of
        Section 840 of the Income and Corporation Taxes Act 1988) as a result of
        making an offer to acquire Shares, the Board shall within 7 days of
        becoming aware thereof notify every Participant thereof and, subject to
        sub-clauses (4) and (6) of Clause 4 above, a notice exercising an option
        granted under the Scheme may be given within one month (or such longer
        period as the Board may permit) of such notification.

(2)     For the purposes of sub-clause (1) above, a person shall be deemed to
        have obtained control of the Company if he and others acting in concert
        with him have together obtained control of it.

(3)     If any person becomes bound or entitled to acquire Shares under sections
        428 to 430F of the Companies Act of 1985, or if under section 425 of
        that Act the court sanctions a compromise or arrangement proposed for
        the purposes of or in connection with a scheme for the reconstruction of
        the Company or its amalgamation with any other company or companies, or
        if the Company passes a resolution for voluntary winding up or if an
        order is made for the compulsory winding up of the Company, the Board
        shall forthwith notify every Participant thereof and, in relation to any
        Type A Option granted under the Scheme:-

        (a)     subject to sub-clauses (4) and (6) of Clause 4 above, a notice
                exercising the Option may be given within one month of such
                notification, but

        (b)     if no such notice is given within that period, the Option shall
                (notwithstanding any other provision of the Scheme) lapse on the
                expiration thereof.

(4)     If any company ("the acquiring company"):-

        (a)     obtains control of the Company as a result of making -

                (i)     a general offer to acquire the whole of the issued
                        ordinary share capital of the Company which is made on a
                        condition such that if it is satisfied the person making
                        the offer will have control of the Company, or

                (ii)    a general offer to acquire all the shares in the Company
                        which are of the same class as the shares which may be
                        acquired by the exercise of Type A Options granted under
                        the Scheme, or

        (b)     obtains control of the Company in pursuance of a compromise or
                arrangement sanctioned by the court under Section 425 of the
                Companies Act 1985, or



<PAGE>

                                      12.

        (c)     becomes bound or entitled to acquire shares in the Company under
                Sections 428 to 430F of that Act,

        any Participant may at any time within the appropriate period (which
        expression shall be construed in accordance with paragraph 15 of
        Schedule 9), by agreement with the acquiring company, release any Type A
        Option granted under the Scheme which has not lapsed ("the old option")
        in consideration of the grant to him of an option ("the new option")
        which is equivalent to the old option but relates to shares in a
        different company falling within paragraph (b) or (c) of paragraph 10 of
        Schedule 9.

(5)     The new option shall not be regarded for the purposes of sub-clause (4)
        above as equivalent to the old option unless the conditions set out in
        paragraph 15(3) of Schedule 9 are satisfied, but so that the provisions
        of this Scheme shall for this purpose be construed as if:-

        (a)     the new option were an option granted under the Scheme at the
                same time as the old option;

        (b)     the references to "the Company", "the Board" and "Shares" in
                Clauses 4(1), 4(8), 4(9), 4(11), 5, 6 and 8(1) were references
                to the different company mentioned in sub-clause (4) above, the
                Board of the different company, and an ordinary share in the
                capital of the different company respectively.

(6)     In the event that any acquiring company obtains control of the Company,
        or become bound or entitled to acquire shares in the Company, in
        circumstances falling within sub-clauses 5(4)(a) to (c) above:

        (a)     sub-clause 4(2) as set out herein shall cease to apply to any
                Type A Option then held by a Participant and shall be replaced
                as follows:

                        "Without prejudice to Clause 5 but subject always to
                        sub-clauses 4(4) and 4(7), a Type A Option may be
                        exercised in part as follows:

                        (i)     as to 40 per cent, at any time after the second
                                anniversary of the Grant Date; and

                        (ii)    as to a further 5 per cent, at the end of each
                                quarter following the second anniversary of the
                                Grant Date to the intent that the Type A Option
                                shall be exerciseable in full on the fifth
                                anniversary of the Grant Date"

<PAGE>

                                      13.

                        or at such other time and/or in such other proportions
                        as the Board (acting fairly and reasonably) may
                        determine; and

        (b)     sub-clause 4(3) shall cease to apply.

6.      Variation of Capital

(1)     In the event of any increase or variation of the share capital of the
        Company (whenever effected) by way of capitalisation or rights issue, or
        sub-division, consolidation or reduction, the Board may make such
        adjustments as it considers appropriate under sub-clause (2) below.

(2)     An adjustment made under this sub-clause shall be to one or more of the
        following:-

        (a)     the number of Shares in respect of which any Type A Option
                granted under the Scheme may be exercised;

        (b)     the price at which Shares may be acquired by the exercise of any
                such Option:

        (c)     subject to sub-clause (5) below, any other term of any such
                Option:;

        (d)     where any such Option has been exercised but no Shares have
                been allotted or transferred pursuant to such exercise, the
                number of Shares which may be so allotted or transferred and the
                price at which they may be acquired; or

        (e)     the maximum aggregate number of Shares over which Options may be
                granted pursuant to Clause 3(3).

(3)     Except in the case of a capitalisation issue, no adjustment under
        sub-clause (2) above shall be made without the prior confirmation in
        writing by the auditors for the time being of the Company that it is in
        their opinion fair and reasonable.

(4)     An adjustment under sub-clause (2) above may have the effect of reducing
        the price at which each Share may be acquired by the exercise of a Type
        A Option to less than the nominal value of such Share, but only if and
        to the extent that the Board shall be authorised by the members of the
        Company to capitalise from the reserves of the Company a sum equal to
        the amount by which the nominal value of each Share in respect of which
        the Option is exercised and which is to be allotted pursuant to such
        exercise exceeds the price of which the same may be subscribed for and
        to apply such sum in paying up such amount on such Share; and so that on
        exercise of the Option in respect of

<PAGE>

                                     14.


        which such a reduction shall have been made the Board shall capitalise
        such sum (if any) and apply the same in paying up such amount as
        aforesaid.

(5)     No adjustment shall be made under paragraph (c) of sub-clause (2) above
        without the prior approval of the Inland Revenue.

(6)     As soon as reasonably practicable after making any adjustment under sub-
        clause (2) above, the Board shall give notice in writing thereof to any
        Participant affected thereby.

7.      ALTERATIONS

(1)     Subject to sub-clauses (2) and (4) below, the Board may at any time
        alter or add to all or any of the provisions of the Scheme (other than
        Part B), or the terms of any Type A Options granted under it, in any
        respect (having regard to the fact that, if such an alteration or
        addition is made at a time when the Scheme is approved by the Inland
        Revenue under Schedule 9, the approval will not thereafter have effect
        unless the Inland Revenue have approved the alteration or addition).

(2)     No alteration or addition shall be made under sub-clause (1) above to
        the provisions of Clauses 1, 2(1), 2(2), 2(3), 2(4)(b), 2(5), 3, 4(2),
        4(3), 4(4), 4(5), 4(6), 4(10), 5, 6(1), 6(2), 6(3) and 6(5) above, or
        of this Clause, without the prior approval by ordinary resolution of the
        members of the Company in general meeting.

(3)     Sub-clause (2) above shall not apply to any alteration or addition
        which:-

        (a)     is necessary or desirable in order to obtain or maintain Inland
                Revenue approval of the Scheme under Schedule 9 or any other
                enactment, or to comply with or take account of the provisions
                of any proposed or existing legislation, or to take account of
                the occurrence of any of the events mentioned in Clause 5 above,
                or to obtain or maintain favourable taxation treatment of any
                Participating Company or any Participant under the laws of any
                relevant jurisdiction, and

        (b)     does not affect the basic principles of the Scheme.

(4)     No alteration or addition to any of the provisions of the Scheme may
        materially affect any Option granted prior to the date on which such
        amendment takes effect.










<PAGE>

                                      15.


8.      MISCELLANEOUS

(1)     The Company shall at all times keep available such number of authorised
        but unissued Shares as the Board may consider sufficient for the
        purposes of the Scheme.

(2)     The rights and obligations of any individual under the terms of his
        office or employment with the Company or a Subsidiary shall not be
        affected by his participation in the Scheme or any right which he may
        have to participate therein and an individual who participates therein
        shall waive any and all rights to compensation or damages in consequence
        of the termination of his office or employment for any reason whatsoever
        insofar as those rights arise or may arise from his ceasing to have
        rights under or be entitled to exercise any option under the Scheme as a
        result of such termination.

(3)     The Board may from time to time vary such rules and regulations not
        inconsistent herewith and establish such procedures and trusts and trust
        companies for administration and implementation of the Scheme as it
        thinks fit, and in the event of any dispute or disagreement as to the
        interpretation of the Scheme, or of any such rule, regulation or
        procedure, or as to any question or right arising from or related to the
        Scheme, the decision of the Board shall be final and binding upon all
        persons.

(4)     In any matter in which they ar required to act under the Scheme, the
        auditors of the Company shall be deemed to be acting as experts and not
        as arbitrators and the Arbitration Acts 1950 to 1979 shall not apply
        hereto.

(5)     It is hereby certified that the grant of any option under the Scheme
        shall not constitute a transaction forming part of a larger transaction
        or series of transactions in respect of which the amount or value, or
        aggregate amount or value, of the consideration exceeds (Pounds)30,000.

(6)     Any notice or other communication under or in connection with the Scheme
        may be given by personal delivery or by sending the same by post, in the
        case of a company to its registered office, and in the case of an
        individual to his last known address, or, where he is a director or
        employee of the Company or a Subsidiary, either to his last known
        address or to the address of the place of business at which he performs
        the whole or substantially the whole of the duties of his office or
        employment, and where a notice or other communication is given by first-
        class post, it shall be deemed to have been received 48 hours after it
        was put into the post properly addressed and stamped.

<PAGE>


                                      16.


                                    PART B

                 (No Inland Revenue Approval under Schedule 9)



<PAGE>



                                      17.

9.      GRANT OF TYPE B OPTIONS

(1)     Subject to sub-clauses (2), (6) and (7) below and to Clause 10 below,
        the Board may at any time prior to the tenth anniversary of the Date of
        Listing grant Type B Options to any Executive.

(2)     Type B Options may only be granted under the Scheme:

        (a)     within the period of 6 weeks beginning with the dealing day next
                following the date on which the Company announces its annual,
                half yearly or quarterly results; or

        (b)     within the period of 3 weeks immediately following the date of
                the extraordinary general meeting of the shareholders of the
                Company held on the 12th April 1995.

(3)     There shall be no monetary consideration for the grant of any Type B
        Option under the Scheme, and accordingly any such Option shall be
        granted by way of a certificate executed by the Company as a deed.

(4)     Each such certificate shall:-

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

        (b)     specify the price at which any share may be acquired by the
                exercise of the Option which shall be determined by the Board
                but shall be not less than the higher of:

                (i)     the market value (within the meaning of Part VIII of the
                        Taxation of Chargeable Gains Act 1992) of a Share, on
                        the Grant Date; and

                (ii)    the nominal value of a Share;

        (c)     specify the Grant Date;

        (d)     specify that it is a Type B Option;

        (e)     specify whether the Option is granted as a Super-Option;

        (f)     specify the objective exercise conditions applicable to the
                Option;

        (g)     refer the Executive to all the provisions of the Scheme; and

        (h)     subject as aforesaid, be given in such form and manner as the
                Board may from time to time prescribe.





<PAGE>

                                      18.

(5)     No conditions imposed on the grant of any Type B Option pursuant to sub-
        clause (4) above may subsequently be varied or waived unless the Board,
        in its reasonable opinion, considers that such conditions are no longer
        a fair measure of the performance of the Participant and only then in a
        manner which, in the reasonable opinion of the Board:

        (a)     would cause such conditions to be a fairer measure of the
                performance of the Participant; and

        (b)     would not cause such conditions to be more difficult to satisfy
                than the original conditions were when the same were first met.

(6)     No Type B Option shall be granted if such grant would contravene the
        rules of any Relevant Securities market or the provisions of any
        applicable regulation or enactment.

(7)     No Type B Option shall be granted to an Executive who is within the 2
        years (or, in the case of Super-Options, the 4 years) immediately
        preceding the date on which he is bound to retire in accordance with the
        terms of his contract of employment.

(8)     Subject to Clause 11(4) below, a Type B Option granted under the Scheme
        to any person shall not be capable of being transferred by him and shall
        lapse forthwith if it is so transferred or if he is adjudicated
        bankrupt.

(9)     Any Executive to whom a Type B Option is granted may by notice in
        writing to the Secretary of the Company within 14 days of the Grant Date
        disclaim in whole or in part his rights thereunder, and in such case
        the Option shall pro tanto be deemed never to have been granted
        hereunder. No consideration shall be payable for any such disclaimer.

10.     LIMITS

(1)     The number of Shares over which Type B Options may be granted under the
        Scheme (other than Super-Options) on any day shall not, when added to
        the aggregate of:-

        (a)     the number of Shares which immediately prior to that day shall
                have been or remained to be issued on the exercise of Options
                granted under the Scheme (other than Super-Options) in the
                period of 10 years immediately preceding that day; and

        (b)     the number of shares which immediately prior to that day shall
                have been or remained to be issued on the exercise of options
                (other than Super-Options) granted in that period under any
                other executive share option scheme adopted by the Company;




<PAGE>

                                      19.

        exceed such number as represents 5 per cent of the ordinary share
        capital of the Company in issue immediately prior to that day.

(2)     The number of Shares over which Type B Options may be granted under the
        Scheme on any day shall not, when added to the aggregate of:-

        (a)     the number of Shares which immediately prior to that day shall
                have been or remained to be issued on the exercise of Options
                granted under the Scheme (including Type A Options) in the
                period of 10 years immediately preceding that day, and

        (b)     the number of Shares which immediately prior to that day shall
                have been or remained to be issued on the exercise of options
                granted in that period, or shall have been issued in that period
                otherwise than on the exercise of options, under any other
                employees' share scheme adopted by the Company;

        exceed such number as represents 10 per cent of the ordinary share
        capital of the Company in issue immediately prior to that day.

(3)     The aggregate number of Shares over which Options may be granted under
        the Scheme from and including 12th April 1995 shall not exceed 5,000,000
        (subject to any adjustments pursuant to clause 13(2)(e)).

(4)     No Type B Option shall be granted under the Scheme to any person on any
        day if such grant would have the result that the aggregate market value
        of Shares the subject of all Options granted to that person under the
        Scheme, when added to the aggregate market value of Shares the subject
        of any other options granted to that person under any other share option
        scheme (other than an SAYE scheme) of the Company, in each case within
        the 10 years preceding that date, and including (for the avoidance of
        doubt) any Shares the subject of options which have lapsed (for whatever
        reason), but excluding any Shares the subject of options which:

        (i)     have been exercised; or

        (ii)    are or were Super-Options,

        would exceed an amount equal to four times his relevant annual
        emoluments as at that day.

(5)     No Type B Option shall be granted as a Super-Option under the Scheme to
        any person if such grant would have the result that the aggregate market
        value of Shares the subject of all Options granted to that person under
        the Scheme when aggregated with the market value of any Shares put under
        option under any other




<PAGE>


                                      20.

        share option scheme (other than an SAYE scheme) of the Company, in each
        case within the ten years preceding that day and including (for the
        avoidance of doubt) any Shares the subject of options which have lapsed
        (for whatever reason), would exceed an amount equal to eight times his
        relevant annual emoluments as at that day.

(6)     For the purposes of sub-clauses (1), (2), (4) and (5) above, no account
        shall be taken of any Shares issued or remaining issuable pursuant to
        options which were granted under any share option scheme of the Company
        prior to the Date of Listing or of any options to be satisfied by the
        transfer of existing Shares.

(7)     For the purpose of sub-clauses (4) and (5) above:-

        (a)     relevant annual emoluments of any person as at any day are the
                higher of such relevant emoluments (as defined in sub-paragraph
                (b) below) as would be payable to him in respect of a full
                year's service (calculated at the rate at which relevant
                emoluments are then payable to him) and the relevant emoluments
                paid to him in the period of 12 months immediately preceding
                that day;

        (b)     relevant emoluments are such of the emoluments of the office or
                employment by virtue of which the person in question is eligible
                to participate in the Scheme and of any other office or
                employment held by him with the Company and any other
                Participating Company as are liable to be paid under deduction
                of tax pursuant to section 203 of the Taxes Act (pay-as-you-
                earn), after deducting from them amounts included by virtue of
                Chapter II of Part V of the Taxes Act 1988;

        (c)     the market value of shares shall be calculated as at the time
                when the option relating to those Shares was granted or, in a
                case where an agreement relating to them has been made under
                paragraph 29 of Schedule 9, such earlier time or times as may be
                provided in the agreement.

(8)     In the event that an Executive is not chargeable to tax under Case I of
        Schedule E, sub-clause (7) shall apply with the following paragraph
        substituted for paragraph (a):

                "(a)    relevant annual emoluments are such of the emoluments of
                        the office or employment by virtue of which the person
                        in question is eligible to participate in the Scheme and
                        of any other office or employment held by him with the
                        Company and any other Participating Company, excluding
                        the value of any benefits and after deducting any
                        pension contributions made by that person, and
                        calculated in respect of a full year's service and by
                        reference to the rate then payable to him; and"

<PAGE>


                                      21.

(9)     No Type B Option shall be granted under the Scheme to any person who is
        a resident of the United States of America ("US") if, following such
        grant, the aggregate exercise price of all outstanding options held by
        Participants who are residents of the US, plus the aggregate purchase
        price of Shares issued in the 12 months preceding such grant upon
        exercise of options held by Participants who are U.S. residents, exceeds
        the limits set forth in paragraph (b)(5) of rule 701 under the U.S.
        Securities Act of 1933, as amended (the "Act"). In determining the
        foregoing calculation, options granted and Shares issued to U.S.
        residents for which the Board has determined that there is available an
        exemption from registration under the Act other than Rule 701, shall not
        be counted.

11.     EXERCISE OF TYPE B OPTIONS

(1)     The exercise of any Type B Option shall be effected by a notice which
        shall:-

        (a)     specify the number of Shares in respect of which the Option is
                exercised in accordance with sub-clause (2) below, and

        (b)     be accompanied by payment to the Company of an amount equal to
                the price at which the number of Shares so specified may be
                acquired by the exercise of the Option, and

        (c)     unless the Board otherwise permits, be accompanied by the
                certificate issued in respect of the Option, and

        (d)     subject as aforesaid, be given in such form and manner as the
                Board may from time to time prescribe.

(2)     Subject to sub-clauses (4) and (7) below and to Clause 12 below, a
        notice exercising a Type A Option may not be given before the third
        anniversary of the Grant Date (in the case of a Type B Option granted
        other than as a Super-Option) and the fifth anniversary of the Grant
        Date (in the case of a Type B Option granted as a Super-Option)

(3)     Subject to sub-clause (2) and Clause 12 below, a notice exercising a
        Type B Option may not be given unless the objective exercise conditions
        relating to that Option have been satisfied.

(4)     If any Participant ceases to be an Executive, all Type B Options then
        held by him shall lapse, except insofar as the Board (in its absolute
        discretion) shall approve otherwise. If the Board does give such
        approval, then subject always to sub-clause (3), the Participant shall
        be entitled to exercise such of his Type B Options as the Board shall
        have approved, provided that:


<PAGE>

                                      22.

        (a)     any notice exercising a Type B Option in such circumstances must
                (if at all) be given within 6 months of his ceasing to be an
                Executive, or if later, 42 months after the Grant Date (in the
                case of a Type B Option granted other than as a Super-Option)
                and 66 months after the Grant Date (in the case of a Type B
                Option granted as a Super-Option); and

        (b)     any such exercise shall be subject to such other conditions (if
                any) as may be imposed by the Board

(5)     A Participant shall not be treated for the purposes of sub-clause (4)
        above as ceasing to be an Executive until he ceases to be a full-time
        director or qualifying employee of the Company or any Subsidiary, and a
        Participant (being a woman) who ceases to be an Executive by reason of
        pregnancy or confinement and who:

        (a)     exercises her right to return to work under section 45 of the
                Employment Protection (Consolidation) Act 1978 (or any similar
                right under the law governing her employment contract); or

        (b)     otherwise returns to work in circumstances approved for this
                purpose by the Board;

        before exercising an Option under the Scheme shall be treated for those
        purposes as not having ceased to be an Executive.

(6)     Notwithstanding any other provision of the Scheme, a notice exercising a
        Type B Option granted under the Scheme may not be given later than 10
        years after the Grant Date.

(7)     A Participant shall not be eligible to give a notice exercising a Type B
        Option under the Scheme at any time unless, subject to sub-clause (4)
        above, he is at that time an Executive.

(8)     Subject to sub-clause (10) below, within 30 days after a notice
        exercising an Option under the Scheme has been received by the Company
        the Board on behalf of the Company shall allot to the Participant or
        procure the transfer to him of the number of Shares specified in the
        notice.

(9)     As soon as reasonably practicable after allotting any Shares under the
        Scheme, the Board on behalf of the Company shall:-

        (a)     issue to the participant a definitive share certificate in
                respect of the Shares so allotted,

        (b)     apply for such Shares to be admitted to listing, quotation or
                dealing (as the case may be) on any Relevant Securities Market,
                and
<PAGE>


                                      23.

        (c)     if the Option remains partially unexercised, either amend the
                certificate issued to the Participant pursuant to Clause 9(4)
                above so as to indicate the number of Shares in respect of which
                the option may still be exercised, or issue to him a new
                certificate which shall contain all the information which would
                have been contained in such an amended certificate.

(10)    All Shares allotted or transferred pursuant to the exercise of Type B
        Options shall rank pari passu in all respects with the Shares for the
        time being in issue (save, in the case of allotted shares, as regards
        any rights attaching to such Shares by reference to a record date prior
        to the date of such exercise).

12.     TAKEOVER, RECONSTRUCTION AND WINDING-UP

(1)     If any company ("the acquiring company"):-

        (a)     obtains control of the Company (within the meaning of section
                840 of the Income and Corporation Taxes Act 1988) as a result of
                making an offer to acquire shares in the Company, or

        (b)     obtains control of the Company in pursuance of a compromise or
                arrangement sanctioned by the court under Section 425 of the
                Companies Act 1985, or

        (c)     becomes bound or entitled to acquire shares in the Company under
                Sections 428 to 430F of that Act, or

        (d)     acquires all or the major part of the undertaking of the Company
                pursuant to a reorganization under Section 110 of the Insolvency
                Act 1986,

        in relation to any Type B Option granted under the Scheme:

        (i)     subject to sub-clauses (4) and (6) of Clause 11 above, a notice
                exercising the Option may be given within one month (or such
                longer period as the Board may permit) of such notification, but

        (ii)    if no such notice is given within that period, the Option shall
                lapse on the expiration thereof.

(2)     The Board may in its absolute discretion disapply paragraph (i) of sub-
        clause (1) above in circumstances where the acquiring company agrees to
        grant to a Participant, in consideration of the Participant releasing
        any Type B Option granted under the Scheme which has not lapsed (the
        "old option"), an option which is equivalent to the old option but
        relates to shares in the acquiring company.


<PAGE>

                                      24.

        For the purposes of this sub-clause 12(2) a new option shall be treated
        as equivalent if:

        (a)     the total market value of the shares the subject of the old
                option is equal to the total market value of the shares the
                subject of the new option;

        (b)     the total amount payable by the Participant for the acquisition
                of the shares the subject of the new option is equal to the
                total amount that would have been payable of the shares the
                subject of the old option; and

        (c)     the terms of the new option as to vesting are the same as those
                prescribed by Clause 11 for the old option as in force
                immediately prior to the release of the old option and the grant
                of the new option.

(3)     The Board shall as soon as practicable after becoming aware of any
        circumstances to which sub-paragraphs (a) to (d) above apply, notify all
        Participants of such circumstances and of any offer made or likely to be
        made by the acquiring company to which sub-clause (2) may apply.

(4)     In the event that any acquiring company obtains control of the Company,
        or becomes bound or entitled to acquire shares in the Company, in
        circumstances falling within sub-clauses 12(1)(a) to (d) above:

        (a)     sub-clause 11(2) as set out herein shall cease to apply to any
                Type B Option then held by a Participant and shall be replaced
                as follows:

                "Without prejudice to Clause 12 but subject always to sub-
                clauses 11(4) and 11(7), a Type B Option may be exercised in
                part as follows:

                (i)     as to 40 per cent, at any time after the second
                        anniversary of the Grant Date; and

                (ii)    as to a further 5 percent, at the end of each quarter
                        following the second anniversary of the Grant Date to
                        the intent that the Type B Option shall be exercisable
                        in full on the fifth anniversary of the Grant Date"

                or at such other times and/or in such other proportions as the
                Board (acting fairly and reasonably) may determine

                and

        (b)     sub-clause 11(3) shall cease to apply.

<PAGE>


                                      25.

13.     VARIATION OF CAPITAL

(1)     In the event of any increase or variation of the share capital of the
        Company (whenever effected) by way of capitalisation or rights issue, or
        sub-division, consolidation or reduction, the Board may make such
        adjustments as it considers appropriate under sub-clause (2) below.

(2)     An adjustment made under this sub-clause shall be to one or more of the
        following:-

        (a)     the number of Shares in respect of which any Type B Option
                granted under the Scheme may be exercised;

        (b)     the price at which Shares may be acquired by the exercise of any
                such Option;

        (c)     subject to sub-clause (5) below, any other term of any such
                Option;

        (d)     where any such Option has been exercised but no Shares have been
                allotted or transferred pursuant to such exercise, the number of
                Shares which may be so allotted or transferred and the price at
                which they may be acquired; or

        (e)     the aggregate number of Shares over which Options may be granted
                pursuant to Clause 10(3).

(3)     Except in the case of a capitalisation issue, no adjustment under sub-
        clause (2) above shall be made without the prior confirmation in writing
        by the auditors for the time being of the Company that it is in their
        opinion fair and reasonable.

(4)     An adjustment under sub-clause (2) above may have the effect of reducing
        the price at which each Share may be acquired by the exercise of a Type
        B Option to less than the nominal value of such Share, but only if and
        to the extent that the Board shall be authorised by the members of the
        Company to capitalise from the reserves of the Company a sum equal to
        the amount by which the nominal value of each Share in respect of which
        the Option is exercised and which is to be allotted pursuant to such
        exercise exceeds the price at which the same may be subscribed for and
        to apply such sum in paying up such amount on such Share; and so that on
        exercise of any Option in respect of which such a reduction shall have
        been made the Board shall capitalise such sum (if any) and apply the
        same in paying up such amount as aforesaid.

(5)     As soon as reasonably practicable after making any adjustment under sub-
        clause (2) above, the Board shall give notice in writing thereof to any
        Participant affected thereby.


<PAGE>

                                      26.

14.     ALTERATIONS

(1)     Subject to sub-clause (2) and (3) below, the Board may at any time alter
        or add to all or any of the provisions of this Part B, the Scheme, or
        the terms of any Type B Option granted under it, in any respect.

(2)     No alteration or addition (other than an alteration or addition which
        would, if made in respect of Part A of the Scheme, fall within clause
        7(3) above) shall be made under sub-clause (1) above to the provisions
        of Clauses 9(1), 9(2), 9(3), 9(4)(b), 9(5), 10, 11(2), 11(3), 11(4),
        11(5), 11(6), 12, 13(1), 13(2), 13(3) and 13(5) above, or of this
        Clause, without the prior approval by ordinary resolution of the members
        of the Company in general meeting.

(3)     No alteration or addition to the disadvantage of any Participant shall
        be made under sub-clause (1) above unless:-

        (a)     the Board shall have invited every such Participant to give an
                indication as to whether or not he approves the alteration or
                addition; and

        (b)     the alteration or addition is approved by a majority of those
                Participants who have given such an indication.

(4)     As soon as reasonably practicable after making any alteration or
        addition under sub-clause (1) above, the Board shall give notice in
        writing thereof to any Participant affected thereby.

15.     MISCELLANEOUS

(1)     The Company shall at all times keep available such number of authorised
        but unissued Shares as the Board may consider sufficient for the
        purposes of the Scheme.

(2)     The rights and obligations of any individual under the terms of his
        office or employment with the Company or a Subsidiary shall not be
        affected by his participation in the Scheme or any right which he may
        have to participate therein and an individual who participates therein
        shall waive any and all rights to compensation or damages in consequence
        of the termination of his office or employment for any reason whatsoever
        insofar as those rights arise or may arise from his ceasing to have
        rights under or be entitled to exercise any option under the Scheme as a
        result of such termination.

(3)     The Board may from time to time vary such rules and regulations not
        inconsistent herewith and establish such procedures and trusts and trust
        companies for administration and implementation of the Scheme as it
        thinks fit, and in the event of any dispute or disagreement as to the
        interpretation of the Scheme, or of any such rule, regulation or
        procedure, or as to

<PAGE>


                                      27.

        any question or right arising from or related to the Scheme, the
        decision of the Board shall be final and binding upon all persons.

(4)     In any matter in which they are required to act under the Scheme, the
        auditors of the Company shall be deemed to be acting as experts and not
        as arbitrators and the Arbitration Acts 1950 to 1979 shall not apply
        hereto.

(5)     It is hereby certified that the grant of any option under the Scheme
        shall not constitute a transaction forming part of a larger transaction
        or series of transactions in respect of which the amount or value, or
        aggregate amount or value, of the consideration exceeds (Pounds)30,000.

(6)     Any notice or other communication under or in connection with the
        Scheme may be given by personal delivery or by sending the same by post,
        in the case of a company to its registered office, and in the case of an
        individual to his last known address, or, where he is a director or
        employee of the Company or a Subsidiary, either to his last known
        address or to the address of the place of business at which he performs
        the whole or substantially the whole of the duties of his office or
        employment, and where a notice or other communication is given by first-
        class post, it shall be deemed to have been received 48 hours after it
        was put into the post properly addressed and stamped.