The Fiserv Group
                                Savings-Related
                               Share Option Plan

                            Adopted on 17 March 2000


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                                       CONTENTS

1.       Name of the Plan......................................................1

2.       Definitions and Interpretation........................................1

3.       Invitations to Apply for Options......................................3

4.       Adjustment of Application.............................................5

5.       Deductions of SAYE Contributions......................................5

6.       Grant of Options......................................................5

7.       Option Certificates...................................................5

8.       Non-Transferability of Options........................................5

9.       Limitations on Grants.................................................6

10.      Exercise of Options...................................................6

11.      Takeovers and Liquidations............................................7

12.      Exchange of Options...................................................8

13.      Variation of Share Capital............................................9

14.      Manner of Exercise of Options.........................................9

15.      General..............................................................10

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The Fiserv Group Savings-Related Share Option Plan

1.    Name of the Plan

The Plan will be known as The Fiserv Group Savings-Related Share Option Plan.

2.    Definitions and Interpretation

2.1  For the purposes of the Plan,  unless the context otherwise  requires,  the
     following words and expressions shall have the following meanings:-


"the Adoption Date"                   means the date on which the Plan is
                                      approved by the Board of Inland Revenue;


"the Appointed Authority"             means any building society within  the
                                      meaning of the Building Societies Act 1986
                                      or any institution authorised  by the
                                      Banking Act 1987 with which the UK Board
                                      may  require  Eligible Employees  to enter
                                      into a Savings Contract as a condition
                                      of the grant of an Option;

"the Appropriate Period"               has the same meaning as in paragraph
                                       15(2) of Schedule 9;

"Associated Company"                   has the same meaning as in Section 187(2)
                                       of the Taxes Act;

"the Auditors"                         means the auditors for the time being of
                                       the Company (acting as experts and not as
                                       arbitrators);

"the Board"                            means the board of directors of the
                                       Company or a duly authorised committee
                                       thereof;

"Bonus Date"                           means either

                                       (i) subject to (iii) below, the date
                                           specified in the application for the
                                           grant of an Option (being the date on
                                           which a bonus becomes payable under a
                                           Savings Contract);

                                      (ii) where no choice of bonus date is
                                           offered in the invitation to the
                                           Eligible Employee, the date specified
                                           in the invitation as the bonus date;
                                           or

                                     (iii) any replacement or alternative bonus
                                           date applicable by virtue of the
                                           operation of Rule 3;

"the Company"                           means Fiserv Inc., a Wisconsin
                                        corporation;

"Control"                               has the same meaning as in Section 840
                                        of the Taxes Act and  controlled  shall
                                        be construed accordingly;

                                        1

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"Date of Grant"                         means the date on which an Option is,
                                        was, or is to be granted under the Plan;

"Eligible Employee"                     means any person who is at both the date
                                        on  which invitation(s) are despatched
                                        by  the  UK  Board pursuant to Rule 3.1
                                        and at the relevant Date of Grant
                                        either:-

                                        (a)(i) a Full-Time Director or
                                               Qualifying Employee; and
                                          (ii) is not precluded by paragraph 8
                                               of Schedule 9 from participating
                                               in the Plan; and

                                         (iii) is chargeable to tax in respect
                                               of his office or employment under
                                               Case I of Schedule E; or

                                        (b)    is an employee or director of any
                                               Participating Company nominated
                                               by the UK Board (having consulted
                                               the Board) to be an Eligible
                                               Employee;

"Full-Time Director"                     means a director of a Participating
                                         Company whose terms of employment
                                         require him to work for at least
                                         twenty-five hours per week (excluding
                                         meal breaks);

"Group"                                  means the UK Company and its
                                         Subsidiaries;

"Market Value"                           means on any day the amount determined
                                         to be the market value  of an  Ordinary
                                         Share in accordance with the provisions
                                         of Part VIII of the Taxation of
                                         Chargeable   Gains   Act  1992  and
                                         agreed in advance for the  purposes
                                         of the Plan with the Inland Revenue
                                         Shares Valuation Division;

"Option"                                 means an option to acquire Plan Shares
                                         granted pursuant to the Plan;

"Option Certificate"                     means a certificate evidencing an
                                         Option issued in accordance with
                                         Rule 9;

"Option Price"                           means the price at which each Plan
                                         Share subject to an Option may be
                                         acquired on the exercise of that Option
                                         being, subject to Rule 13, not less
                                         than the higher of:-

                                        (i)   the nominal value of a Plan Share;
                                              and
                                        (ii)  80% or such other percentage as is
                                              permitted by paragraph 25(b) of
                                              Schedule 9 of the Market Value of
                                              a Plan Share on the day the
                                              Option was issued pursuant to
                                              Rule 3;

"Ordinary Shares"                       means the shares of common stock of the
                                        Company;

"Participant"                           means any person who for the time being
                                        participates in the Plan;

                                       2

"Participating Company"                 means the UK Company
                                        and any Subsidiary which has been
                                        nominated by the Board to be a
                                        Participating Company;

"the Plan"                              means the Fiserv Group Saving related
                                        Share Option Plan constituted and
                                        governed by the Rules;

"Plan Period"                           means the period of 1 years commencing
                                        on the Adoption Date;

"Plan Shares"                           means Ordinary Shares which satisfy the
                                        conditions specified in Paragraphs 10-14
                                        inclusive of Schedule 9 to be acquired
                                        by a Participant on the exercise by him
                                        of an Option;

"Qualifying Employee"                   means an employee of Participating
                                        Company (who is not a director);

"Record Date"                           in relation to any particular  payment
                                        of dividend or the making of any other
                                        distribution to the Company's
                                        stockholders means the date on which any
                                        such stockholder must be duly recognised
                                        by the Company as such in order to have
                                        the right to receive such  dividend or
                                        other distribution;

"Rules"                                 means these rules as from time to time
                                        amended;

"Savings Contract"                      means a contract under a certified
                                        contractual savings plan, within the
                                        meaning of Section 326(2) of the Taxes
                                        Act and which has been approved by the
                                        Board of Inland Revenue for the purposes
                                        of Schedule 9;

"Schedule 9"                            means Schedule 9 to the Taxes Act;

"Specified Age"                         [60];

"Subsidiary"                             means a body corporate of which the UK
                                         Company has Control and which is a
                                         subsidiary of the Company within the
                                         meaning of Section 736 of the Companies
                                         Act 1985;

"Subsisting Option"                      means an Option which has neither
                                         lapsed nor been exercised; and

"Taxes Act"                              means the Income and Corporation Taxes
                                         Act 1988;

"UK Board"                               means the board of directors of the UK
                                         Company or a duly authorised committee
                                         thereof;

"UK Company"                             means Fiserv (Europe) Limited,
                                         registered as company number 02467435.

2.2  Where the context so permits the singular shall include the plural and vice
     versa and the masculine shall include the feminine.

2.3  Reference to any Act shall include any statutory modification, amendment or
     re-enactment thereof.
                                        3

3.    Invitations to Apply for Options

3.1  Subject to any limitations  referred to herein,  the UK Board may, with the
     consent of the Board, with effect from the Adoption Date at any time during
     the Plan Period invite every Eligible Employee to apply for the grant of an
     Option on the terms of the Plan.

3.2  An invitation to an Eligible Employee shall specify the following:-

     (A)  the  date,  being  not  less  than  14 days  after  the  issue  of the
          invitation, by which an application must be made;

     (B)  the Option Price or the formula for determining the Option Price;

     (C)  the  applicable  Bonus  Date or any  choice of Bonus Date which may be
          offered by the UK Board, with the consent of the Board; and

     (D)  the maximum permitted  aggregate monthly savings  contribution,  being
          the  lesser of (a) (pound) 250  or such  other  maximum  specified  in
          paragraph  24 of  Schedule 9 as the same is from time to time  amended
          and (b) such sum  (being a  multiple  of  (pound)1  and not less  than
          (pound)5) as the UK Board,  having consulted the Board,  decides shall
          apply to every Eligible Employee in respect of that invitation.

3.3  Each  invitation  shall be  accompanied  by a  proposal  form for a Savings
     Contract and an application form. The applicant shall at the time of making
     an application for the grant of an Option state:-

     (A)  the maximum monthly savings  contribution (being a multiple of(pound)1
          and not less  than(pound)5)  which he wishes to make under the related
          Savings Contract;

     (B)  that his  proposed  monthly  savings  contribution,  when added to any
          monthly savings  contributions then being made under any other Savings
          Contract  linked to an Option granted under the Plan or any other plan
          approved  under  Schedule  9, will not  exceed the  maximum  permitted
          aggregate monthly savings contribution specified in the invitation;

     (C)  the relevant Bonus Date; and

     (D)  whether, for the purpose of determining the number of Plan Shares over
          which an Option is to be  granted,  the  repayment  under the  Savings
          Contract is to be taken as including the maximum  bonus,  the standard
          bonus or no bonus;

     and shall authorise the UK Board to enter on the Savings Contract  proposal
     form such monthly savings contribution, not exceeding the maximum stated on
     the  application  form,  as shall be  determined  pursuant to Rule 4 below.
     Subject to the  aforesaid  the  invitation  may be given in such manner and
     form as the UK Board may from time to time prescribe.

3.4  Each application shall be deemed to be for an Option over the largest whole
     number of Plan  Shares  which can be bought at the  Option  Price  with the
     expected  repayment under the related  Savings  Contract at the appropriate
     Bonus Date.

3.5  Each application shall be valid only if:-
                                       4

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     (A)  it is received by the UK Company not later than the date specified for
          this purpose in the invitation;

     (B)  it contains an agreement  by the Eligible  Employee to be bound by all
          such terms or conditions as may have been  specified in the invitation
          or as are specified in the Rules;

     (C)  it is  accompanied  by a proposal form duly signed and completed  save
          for the amount of the monthly contributions; and

     (D)  it is  made  in  such  form  and  manner  as the UK  Board  may in its
          discretion allow.

4.    Adjustment of Application

4.1  If the UK Company receives valid  applications for Option over an aggregate
     number of Plan  Shares  which would cause any of the limits in Rule 9 to be
     exceeded then the following steps shall be carried out  successively to the
     extent necessary to eliminate the excess:-

     (A)  each  election for the maximum  bonus to be included in the  repayment
          under the Savings  Contract shall be deemed to be an election for only
          the standard bonus to be so included;

     (B)  each  election for a bonus to be included in the  repayment  under the
          Savings  Contract  shall be deemed to be an election  for no bonus (or
          only part of the bonus) to be so included;

     (C)  the excess over(pound)5 of the monthly savings  contribution chosen by
          each applicant shall be reduced pro rata to the extent necessary; and

     (D)  applications shall be selected by lot, each based on a monthly savings
          contribution  of(pound)5  and the  inclusion of no bonus in the amount
          applied in the purchase of Shares.

4.2  Each  application  shall be deemed to have been  modified  o  withdrawn  in
     accordance  with the  application  of the foregoing  provisions  and the UK
     Board shall  complete  each Savings  Contract  proposal form to reflect any
     reduction in monthly savings contributions resulting therefrom.

5.   Deductions of SAYE Contributions

Contributions  to any  Savings  Contract  shall be  payable  by means of regular
deductions from the wage or salary remitted by the UK Company or a Subsidiary to
the Eligible  Employee's  account with the Appointed  Authority PROVIDED THAT if
and so long as payment by such means is rendered  temporarily  impracticable  by
reason of maternity leave,  prolonged sick leave or other similar circumstances,
the Eligible Employee may pay such  contributions by any reasonable means agreed
between  the UK  Company  or the  Subsidiary,  the  Eligible  Employee  and  the
Appointed Authority.

6.    Grant of Options

Not later than 30 days after the day the  invitations  to apply for Options were
issued  pursuant to Rule 3 (or 42 days in the event of an adjustment  under Rule
4) the UK Board  shall  grant,  or  procure  the  grant  of,  an  Option to each
applicant  who is still an Eligible  Employee over the number of Plan Shares for
which,  pursuant  to Rule  3.5  (and  subject  to Rule 4) he is  deemed  to have
applied.

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7.    Option Certificates

As soon as reasonably  practicable  after Options have been granted the UK Board
shall issue an Option  Certificate  in respect of each Option in such form,  not
inconsistent  with  these  Rules,  as the UK  Board  may  determine  carrying  a
statement to the effect of Rule 8.

8.    Non-Transferability of Options

An Option and an invitation  shall be personal to the Eligible  Employee to whom
it is  granted or made and shall not be capable  of  assignment.  Any  purported
charge,  pledge,  assignment,  disposal of or dealing with an Option shall cause
the Option to lapse forthwith.

9.    Limitations on Grants

9.1  The UK Board may, at the direction of the Board, before issuing invitations
     on any occasion,  determine a limit on the number of Ordinary  Shares which
     are to be available in respect of that  invitation  in order to ensure that
     Ordinary Shares remain available for subsequent invitations.

9.2  No Option shall be granted to an Eligible  Employee if the monthly  savings
     contribution under the related Savings Contract,  when added to the monthly
     savings  contributions  then being made under any other  Savings  Contract,
     would exceed the maximum specified in paragraph 24 of Schedule 9.

10.   Exercise of Options

10.1 Subject to Rules 10.2 and 14 any  Subsisting  Option  may be  exercised  in
     whole  or in part at any  time  following  the  earliest  of the  following
     events:-

     (A)  the relevant Bonus Date;

     (B)  the death of the Participant;

     (C)  the   Participant   ceasing  to  be  a  director   or  employee  of  a
          Participating Company by reason of:-

          (1)  his  retirement on reaching the Specified Age or at any other age
               at which he is bound to  retire in  accordance  with the terms of
               his contract of employment;

          (2)  injury or disability recognised as such expressly by the UK Board
               in writing for the purposes of this paragraph;

          (3)  dismissal  by reason of  redundancy  (within  the  meaning of the
               Employment Rights Act 1996);

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          (4)  the  company  by  which  he is  employed (if not the UK  Company)
               ceasing to be a Subsidiary;

          (5)  the  business  or part of a  business  to which  that  office  or
               employment  relates being  transferred to a person who is neither
               an  Associated  Company  nor a company of which the  Company  has
               Control; or

         (6)   the  Participant  ceasing  to  be a  director  or  employee  of a
               Participating  Company  more than three years after the  relevant
               Date of  Grant  for any  reason  other  than  death  or an  event
               specified in sub-paragraph (C) (1) to (5) of Rule 10.1;

     (D)  the  relevant  Bonus Date,  where the  Participant  holds an office or
          employment in a company which is not a Participating Company but which
          is an  Associated  Company  of the  Company  or a company of which the
          Company has control; and

     (E)  the occurrence of the event or events  referred to in Rule 11 which by
          the terms thereof cause an Option to become exercisable.

10.2 An Option shall lapse on the earliest of the following events:-

     (A)  except  where the  Participant  has  died,  the  expiry of six  months
          following the relevant Bonus Date;

     (B)  where the  Participant  has died during the six months  following  the
          Bonus Date, the first anniversary of the Bonus Date;

     (C)  where  the  Participant  has died  before  the Bonus  Date,  the first
          anniversary of his death;

     (D)  unless the  Participant  has died,  the expiry of six months after the
          Option has first become  exercisable by virtue of sub-paragraph (C) or
          (E) of Rule 10.1;

     (E)  the Participant ceasing to be a director or employee of the UK Company
          or a  Subsidiary  for any  reason  other  than  death  or the  reasons
          specified in Rule 10.1(C); and

     (F)  the Participant being adjudicated bankrupt.

10.3 If a Participant  continues to be employed by a Participating Company after
     the  date on  which  he  reaches  the  Specified  Age he may  exercise  any
     Subsisting Option within six months following that date.

10.4 No person  shall be treated for the  purposes of this Rule 10 as ceasing to
     be employed by a  Participating  Company until he is no longer  employed by
     the UK Company,  any  Associated  Company or a company of which the Company
     has Control.

10.5 A female  Participant  whose employment has been terminate in circumstances
     such that,  pursuant to the  Employment  Rights Act 1996 she has a right to
     return to work  shall be deemed for the  purposes  of the Rules not to have
     ceased to be employed by a Participating  Company until such time as she is
     no longer  capable,  pursuant  to the said Act,  of  exercising  a right to
     return to work and has not exercised such right.

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11.  Takeovers and Liquidations

11.1 If at any time a general  offer is made to acquire  the whole of the issued
     ordinary  share  capital of the  Company or the part  thereof  which is not
     already owned by the offeror  and/or any company  controlled by the offeror
     and/or persons acting in concert with the offeror and such offer has become
     or been  declared  unconditional  a  Participant  may at any time  within 6
     months  of  the  date  upon  which  the  offer   becomes  or  is   declared
     unconditional  exercise any Subsisting Options (either in whole or in part)
     which  are  then  held  by  him.  At the  end of the 6  month  period,  all
     Subsisting Options shall lapse.

11.2 If the offeror becomes  entitled or bound to acquire any Ordinary Shares of
     the  Company  a  Participant  shall  be  entitled  (subject  to Rule 14) to
     exercise any Subsisting Options (either in whole or in part) which he holds
     at any time that the  offeror is so  entitled  or bound.  Upon the  offeror
     ceasing to be either so  entitled  or bound all  Subsisting  Options  shall
     lapse.

11.3 If the Court sanctions a compromise or arrangement proposed for the purpose
     of or in connection with a scheme for the  reconstruction of the Company or
     its amalgamation  with any other company or companies,  a Participant shall
     be entitled (subject to Rule 14) to exercise any Subsisting Options (either
     in whole  or in  part)  which he holds  within  the  period  of [6  months]
     following  the date of  sanction  by the Court and upon the  expiry of such
     period all Subsisting Options shall lapse.

11.4 If a notice of a meeting to consider a  resolution  for any other voluntary
     winding up of the Company shall be given, a Participant shall forthwith and
     until the  commencement of the winding up be entitled  (subject to Rule 14)
     to exercise any Subsisting Option then held by him before the date on which
     such resolution is duly passed. Subject to the foregoing provisions of this
     Rule all Subsisting Options shall lapse on the winding up of the Company.

11.5 Upon the Board becoming aware that any of the events  referred to above has
     happened   the  effect   thereof   shall  be  notified   forthwith  to  the
     Participants.

12.   Exchange of Options

12.1 This Rule 12 applies where a company ( the Acquiring Company ):-

     (A)  obtains Control of the Company as a result of making:-

          (1)  a general  offer to acquire the whole o the issued share  capital
               of the  Company  (other  than that which is already  owned by it)
               made on a condition such that if satisfied the Acquiring  Company
               will have Control of the Company; or

          (2)  a general  offer to  acquire  all the  Ordinary  Shares  (or such
               Ordinary  Shares  as are  not  already  owned  by  the  Acquiring
               Company); or

     (B)  obtains   Control  of  the  Company  in  pursuance  of  compromise  or
          arrangement sanctioned by the Court; or

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<PAGE>

     (C)  becomes bound or entitled to acquire Ordinary Shares.

12.2 If as a result of the  events  specified  in Rule  12.1(A)  o  12.1(B)  the
     Acquiring Company has obtained Control of the Company,  or if the Acquiring
     Company  becomes  bound or  entitled  to acquire  shares in the  Company as
     specified  in Rule  12.1(C),  any such  Subsisting  Option  may at any time
     during the  Appropriate  Period (and with the  agreement  of the  Acquiring
     Company) be released by the  Participant  for a new Option which  satisfies
     the conditions that it:-

     (A)  is over shares in the Acquiring Company or a company which has Control
          of the Acquiring  Company which  satisfy the  conditions  specified in
          paragraphs  10 to 14 inclusive  of Schedule 9 (and the terms  Ordinary
          Shares and Plan  Shares in this Plan  shall  thereafter  be  construed
          accordingly);

     (B)  is the  right  to  acquire  such  number  of  Plan  Shares  as have on
          acquisition  of the new Option an aggregate  market value equal to the
          aggregate  market  value of the Plan Shares  subject to the old Option
          immediately before its release;

     (C)  has an Option Price per Plan Share such that the total amount  payable
          on  exercise is equal to the total  amount  payable on exercise of the
          old Option; and

     (D)  is otherwise in identical terms to the old Option and for this purpose
          references  to the  Company  in Rule 10,  11,  12,  13, 14, 15 and the
          definitions shall, unless the context otherwise requires, be deemed to
          refer to the  Acquiring  Company  or, as the case may be, to the other
          company over whose shares the new Option is granted.

     The new  Option  shall for all other  purposes  of the Plan be  treated  as
     having been acquired at the same time as the old Option in respect of which
     it is granted.

12.3 The  provisions  of  this  Rule  12  shall  apply  with  any  consequential
     amendments  in the event  that  Control  of the  Acquiring  Company  itself
     changes as a result of the events specified in Rule 12.1 above.

13.   Variation of Share Capital

13.1 In the event of any variation in or  reorganisation of the share capital of
     the Company whether by way of  capitalisation  or offer by way of rights or
     reduction,  sub-division or consolidation of shares then the number of Plan
     Shares  subject to any Option and the Option Price shall be adjusted by the
     Board in such  manner as the  Auditors  confirm  in  writing to be fair and
     reasonable provided that:-

     (A)  the aggregate  amount  payable on the exercise of an Option in full is
          not increased;

     (B)  the Option Price is not reduced below the nominal value of an Ordinary
          Share;

     (C)  no adjustment shall be made without the prior approval of the Board of
          Inland Revenue; and

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<PAGE>

     (D)  following the  adjustment  the Ordinary  Shares  subject to the Option
          continue to satisfy the  conditions  specified in  paragraphs 10 to 14
          inclusive of Schedule 9.

13.2 The UK Board shall notify each  Participant of any adjustment made pursuant
     to this Rule 13 as soon as practicable thereafter.

14.   Manner of Exercise of Options

14.1 No Option may be exercised by an  individual  at any time when he is, or by
     the personal  representatives of an individual who at the date of his death
     was, precluded by paragraph 8 of Schedule 9 from participating in the Plan.

14.2 No Option may be exercised at any time when the shares which may thereby be
     acquired are not Plan Shares as defined in Rule 2.

14.3 An  Option  shall  be  exercised  by  the  Participant,   or  his  personal
     representatives,  as the case may be, giving notice in writing in such form
     as may be determined by the UK Board  specifying  the number of Plan Shares
     in respect of which he wishes to exercise the Option and accompanied by the
     appropriate payment in full (which shall not exceed the sum obtained by way
     of repayment  under the related Savings  Contract).  Such notice shall take
     effect on the date of its receipt by the UK Company.

14.4 Subject to any necessary consents and to an Option having been exercised in
     accordance  with the  provisions  of this Rule 14, the UK Company  shall as
     soon as  practicable  and in any  event not  later  than 30 days  after the
     exercise  of an  Option  procure  an  allotment  or  the  transfer  to  the
     Participant of the number of Plan Shares specified in the notice exercising
     the Option.

14.5 For the  purposes  of Rule 14.3  above,  any  repayment  under the  Savings
     Contract shall exclude the repayment of any  contribution  the due date for
     payment  of  which  falls  more  than  one  month  after  the date on which
     repayment is made.

14.6 All Plan Shares allotted pursuant to the exercise of any Option shall as to
     voting, dividend,  transfer and other rights including those arising in the
     liquidation  of the  Company,  rank  equally in all  respects and as to one
     class with the  Ordinary  Shares of the  Company in issue as at the date of
     such allotment,  save that any allotment made after the earlier of the date
     of announcement of a proposed dividend or other distribution and the Record
     Date of a proposed dividend or other  distribution shall be made upon terms
     that the  Ordinary  Shares so  allotted  are not  entitled  to  participate
     therein.

15.   General

15.1 Participation  in the Plan by a Participant is a matter  entirely  separate
     from, and shall not affect, his pension rights and terms of employment and,
     in particular  (but without  prejudice to the generality of the foregoing),
     if a  Participant  shall for any  reason  cease to be  employed  by or hold
     office  in a  Participating  Company,  he shall not be  entitled  by way of
     compensation  for loss or  otherwise  howsoever,  to any sum or  benefit to
     compensate him for the loss of any right or benefit under the Plan.

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15.2 The UK Company shall  maintain all  necessary  books of account and records
     relating to the Plan.

15.3 The Plan shall in all  respects be  administered  by the UK Board which may
     make such Rules not being inconsistent with the terms and conditions hereof
     for the  conduct  of the  Plan as the UK  Board  thinks  fit.  Any  dispute
     regarding the  interpretation of the Rules or the terms of any Option shall
     be  determined  by the UK Board  (upon  such  advice  as it shall  consider
     necessary) and its decision shall be final and binding.

15.4 A Participant who is a director of the UK Company may  notwithstanding  his
     interest, vote on any resolution of the UK Board concerning the Plan (other
     than in  respect  of his own  participation  therein)  and may  retain  any
     benefits under the Plan.

15.5 The UK Board may,  with the  consent  of the Board,  alter this Plan in any
     respect except that:-

     (A)  no alteration may be made which would alter to the  disadvantage  of a
          Participant  any rights  already  accrued to him except with his prior
          written consent; and

     (B)  following  the  approval of the Plan under  Schedule 9, no  alteration
          shall have effect until approved by the Board of Inland Revenue.

15.6 The cost of  establishing  and  operating  the  Plan  shall be borne by the
     Participating Companies in such proportions as the Board shall determine.

15.7 Any notice or document may be given by the Company or the UK Company to any
     Eligible  Employee or Participant  either personally or by first class post
     to his last known  address,  and to the  Company  or the UK Company  either
     personally  or by first class post to 5 Roundwood  Avenue,  Stockley  Park,
     Uxbridge, Middlesex UV11 1AX. Items sent by post shall be prepaid and shall
     be deemed to have been received 72 hours after posting.

15.8 The UK Company will ensure that the Company keeps sufficient authorised but
     unissued  Ordinary  Shares  or has  under  its  control  sufficient  issued
     Ordinary Shares to permit the exercise of all unexercised Options.

15.9 The Board or the Company in general  meeting may at any time  terminate the
     Plan  and in  such  event  no  further  Options  will be  granted,  but the
     subsisting rights of Participants will not thereby be affected.

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