Exhibit 4.1


                   PALO ALTO PRODUCTS INTERNATIONAL PTE., LTD.

                             1996 SHARE OPTION PLAN

                       (Amended as of ____________, 1998)

                                   ARTICLE ONE

                               GENERAL PROVISIONS


     I. PURPOSE OF THE PLAN

     This 1996 Share  Option  Plan (the  "Plan")  is  intended  to  promote  the
interests  of  Palo  Alto  Products   International   Pte.,  Ltd.,  a  Singapore
corporation  (the  "Corporation"),   by  providing  eligible  persons  with  the
opportunity  to acquire a  proprietary  interest,  or otherwise  increase  their
proprietary  interest in the  Corporation  as an incentive for them to remain in
the service of the Corporation.

     Capitalized  terms herein shall have the meanings assigned to such terms in
the attached Appendix.

     II. ADMINISTRATION OF THE PLAN

          A. The Plan shall be  administered by the Board.  However,  any or all
     administrative   functions  otherwise  exercisable  by  the  Board  may  be
     delegated to the Committee.  Members of the Committee  shall serve for such
     period of time as the Board may  determine  and shall be subject to removal
     by the Board at any time.  The  Board  may also at any time  terminate  the
     functions of the Committee and reassume all powers and authority previously
     delegated to the Committee.

          B. The Plan Administrator shall have full power and authority (subject
     to the provisions of the Plan) to establish  such rules and  regulations as
     it may deem appropriate for proper  administration  of the Plan and to make
     such determinations  under, and issue such interpretations of, the Plan and
     any  outstanding  options  or  share  issuances  thereunder  as it may deem
     necessary or advisable.  Decisions of the Plan Administrator shall be final
     and  binding on all  parties who have an interest in the Plan or any option
     or share issuance thereunder.

     III. ELIGIBILITY

          A. The persons eligible to participate in the Plan are as follows:

               (i) officers and other key employees of the  Corporation  (or any
          Parent or  Subsidiary)  who render  services  which  contribute to the
          management,  growth and financial  success of the Corporation (or such
          Parent or Subsidiary);


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               (ii)  non-employee  members  of  the  Board  or of the  board  of
          directors of any Parent or Subsidiary,  provided such  individuals are
          not residents of Singapore; or

               (iii) those  consultants  or other  independent  contractors  who
          provide  valuable  services  to the  Corporation  (or  any  Parent  or
          Subsidiary), provided such individuals are not residents of Singapore.

          B. The Plan Administrator shall have full authority to determine which
     eligible persons are to receive option grants,  the time or times when such
     option grants are to be made,  the number of Ordinary  Shares to be covered
     by each such grant, the status of the granted option as either an Incentive
     Option or a Non-Statutory Option under the U.S. tax laws, the time or times
     at which each granted option is to become  exercisable and the maximum term
     for which the option is to remain outstanding.

     IV. ORDINARY SHARES SUBJECT TO THE PLAN

          A. The maximum number of Ordinary  Shares which may be issued over the
     term of the Plan shall not exceed 1,000,000  Ordinary Shares.  All Ordinary
     Shares  issued  under  the  Plan  shall be  drawn  from  the  Corporation's
     authorized but unissued Ordinary Shares.

          B. Ordinary  Shares subject to outstanding  options shall be available
     for subsequent issuance under the Plan to the extent (i) the options expire
     or  terminate  for any reason prior to exercise in full or (ii) the options
     are cancelled in  accordance  with the  cancellation  provisions of Article
     Two.

          C. Should any change be made to the  Ordinary  Shares by reason of any
     share  split,  share  dividend,  recapitalization,  combination  of shares,
     exchange  of shares or other  change  affecting  the  outstanding  Ordinary
     Shares as a class  without  the  Corporation's  receipt  of  consideration,
     appropriate  adjustments  shall be made to (i) the  maximum  number  and/or
     class of  securities  issuable  under the Plan and (ii) the  number  and/or
     class of securities  and the exercise  price per share in effect under each
     outstanding  option in order to prevent  the  dilution  or  enlargement  of
     benefits thereunder.  The adjustments  determined by the Plan Administrator
     shall be final, binding and conclusive.


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                                   ARTICLE TWO

                              OPTION GRANT PROGRAM


     I. OPTION TERMS

     Each  option  shall  be  evidenced  by one or more  documents  in the  form
approved by the Plan Administrator;  provided,  however, that each such document
shall  comply  with the terms  specified  below.  Each  document  evidencing  an
Incentive  Option shall,  in addition,  be subject to the provisions of the Plan
applicable to such options.

     A. Exercise Price.

          1. The exercise  price per  Ordinary  Share shall be fixed by the Plan
     Administrator in accordance with the following provisions:

               (i) The exercise price per Ordinary Share subject to an Incentive
          Option  shall in no event be less than one hundred  percent  (100%) of
          the Fair Market Value per Ordinary Share on the grant date.

               (ii)  The  exercise   price  per  Ordinary  Share  subject  to  a
          Non-Statutory  Option  shall  in no  event  be less  than  eighty-five
          percent (85%) of the Fair Market Value per Ordinary Share on the grant
          date.

               (iii) In no event  may the  exercise  price  per  Ordinary  Share
          subject to any Incentive or Non-Statutory  Option be less than the par
          value of such Ordinary Share.

               (iv) If the  person  to  whom  the  option  is  granted  is a 10%
          Shareholder,  then the exercise price per share shall not be less than
          one hundred ten percent  (110%) of the Fair Market  Value per Ordinary
          Share on the option grant date.

          2. The exercise  price shall become  immediately  due upon exercise of
     the  option and shall,  subject to the  provisions  of Section I of Article
     Three and the documents  evidencing the option, be payable in cash or check
     made payable to the  Corporation.  Should the Ordinary Shares be registered
     under  Section  12(g) of the 1934 Act at the time the option is  exercised,
     then the exercise price may also be paid as follows:

               (i) in Ordinary Shares held for the requisite period necessary to
          avoid a charge to the Corporation's  earnings for financial  reporting
          purposes and valued at Fair Market Value on the Exercise Date, or

               (ii) through a special sale and remittance  procedure pursuant to
          which the Optionee  shall  concurrently  provide  irrevocable  written
          instructions (A) to a Corporation-designated  brokerage firm to effect
          the  immediate  sale  of  the  purchased   shares  and  remit  to  the
          Corporation, out of the


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          sale proceeds  available on the settlement  date,  sufficient funds to
          cover the aggregate  exercise  price payable for the purchased  shares
          plus  all  applicable  U.S.  federal,   state  and  local  income  and
          employment  taxes and all  applicable  foreign  taxes  required  to be
          withheld by the  Corporation by reason of such exercise and (B) to the
          Corporation  to deliver  the  certificates  for the  purchased  shares
          directly to such brokerage firm in order to complete the sale.

     Except  to the  extent  such sale and  remittance  procedure  is  utilized,
payment  of the  exercise  price for the  purchased  shares  must be made on the
Exercise Date.

     B. Exercise and Term of Options.  Each option shall be  exercisable at such
time or times,  during  such  period  and for such  number of shares as shall be
determined by the Plan  Administrator and set forth in the documents  evidencing
the option  grant.  However,  no option  shall have a term in excess of ten (10)
years measured from the option grant date.

     C. Effect of Termination of Service.

          1. The following  provisions  shall govern the exercise of any options
     held by the Optionee at the tune of cessation of Service or death:

               (i) Should the Optionee cease to remain in Service for any reason
          other than Disability or death,  then the Optionee shall have a period
          of three (3) months  following  the date of such  cessation of Service
          during  which  to  exercise  each  outstanding  option  held  by  such
          Optionee.

               (ii) Should Optionee's Service terminate by reason of Disability,
          then the Optionee shall have a period of twelve (12) months  following
          the date of such  cessation of Service  during which to exercise  each
          outstanding option held by such Optionee.

               (iii) If the Optionee dies while holding an  outstanding  option,
          then the personal representative of his or her estate or the person or
          persons to whom the option is  transferred  pursuant to the Optionee's
          will or the laws of inheritance  shall have a twelve (12)-month period
          following the date of the Optionee's death to exercise such option.

               (iv) Under no  circumstances,  however,  shall any such option be
          exercisable after the specified expiration of the option term.

               (v) During  the  applicable  post-Service  exercise  period,  the
          option may not be exercised in the  aggregate for more than the number
          of Ordinary Shares (if any) for which the option is exercisable on the
          date of the  Optionee's  cessation of Service.  Upon the expiration of
          the applicable  exercise period or (if earlier) upon the expiration of
          the  option  term,  the  option  shall   terminate  and  cease  to  be
          outstanding  for any otherwise  exercisable  Ordinary Shares for which
          the  option  has  not  been  exercised.  However,  the  option  shall,
          immediately  upon the Optionee's  cessation of Service,  terminate and
          cease to be


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          outstanding  with respect to any and all Ordinary Shares for which the
          option is not otherwise at the time exercisable.

          2. The Plan  Administrator  shall  have  the  discretion,  exercisable
     either at the time an option is  granted  or at any time  while the  option
     remains outstanding, to:

               (i)  extend  the period of time for which the option is to remain
          exercisable  following  Optionee's  cessation of Service or death from
          the limited period otherwise in effect for that option to such greater
          period of time as the Plan Administrator  shall deem appropriate,  but
          in no event beyond the expiration of the option term, and/or

               (ii)  permit the option to be  exercised,  during the  applicable
          post-Service  exercise period, not only with .respect to the number of
          Ordinary  Shares for which such option is  exercisable  at the time of
          the  Optionee's  cessation  of Service but also with respect to one or
          more additional installments for which the option would have otherwise
          become exercisable had the Optionee continued in Service.

     D.  Shareholder  Rights.  The holder of an option shall have no shareholder
rights with  respect to the  Ordinary  Shares  subject to the option  until such
person shall have  exercised  the option,  paid the exercise  price and become a
holder of record of the purchased shares.

     E. Limited Transferability of Options. During the lifetime of the Optionee,
the option shall be exercisable only by the Optionee and shall not be assignable
or  transferable  other than by will or by the laws of descent and  distribution
following the Optionee's death.

     F.  Withholding.  The  Corporation's  obligation to deliver Ordinary Shares
upon the exercise of any options  granted under the Plan shall be subject to the
satisfaction  of all  applicable  U.S.  federal,  state  and  local  income  and
employment  tax  withholding   requirements   and  all  applicable   withholding
requirements of foreign tax laws. For Optionees who reside in the United States,
the Corporation shall collect all Federal, state and local income and employment
withholding  taxes. For non-United  States citizens  residing outside the United
States,  the  Corporation  shall  collect all taxes  required  under  applicable
foreign laws.

     II. INCENTIVE OPTIONS

     The terms  specified  below shall be applicable  to all Incentive  Options.
Except as modified by the  provisions of this Section II, all the  provisions of
the  Plan  shall  be  applicable  to  Incentive   Options.   Options  which  are
specifically  designated  as  Non-Statutory  Options shall not be subject to the
terms of this Section II.

     A. Eligibility. Incentive Options may only be granted to Employees.

     B. Dollar  Limitation.  The  aggregate  Fair Market  Value of the  Ordinary
Shares (determined as of the respective date or dates of grant) for which one or
more options granted to any Employee under the Plan (or any other option plan of
the Corporation or any


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Parent or  Subsidiary)  may for the first time become  exercisable  as Incentive
Options during any one (1) calendar year shall not exceed the sum of One Hundred
Thousand U.S. Dollars (US$100,000).  To the extent the Employee holds two (2) or
more such  options  which  become  exercisable  for the  first  time in the same
calendar year, the foregoing limitation on the exercisability of such options as
Incentive  Options  shall be  applied  on the basis of the  order in which  such
options  are  granted.  Should  the  number  of  Ordinary  Shares  for which any
Incentive  Option first  becomes  exercisable  in any  calendar  year exceed the
applicable One Hundred Thousand U.S. Dollar (US$100,000)  limitation,  then that
option may nevertheless be exercised in such calendar year for the excess number
of shares as a Non-Statutory Option under the Code.

     III. CORPORATE TRANSACTION

     A.  Each  option  outstanding  under  the Plan at the  time of a  Corporate
Transaction but not otherwise fully  exercisable for all the option shares shall
automatically  accelerate so that each such option shall,  immediately  prior to
the effective date of the Corporate  Transaction,  become exercisable for all of
the Ordinary  Shares at the time subject to that option and may be exercised for
any or all  of  those  shares  as  fully-vested  Ordinary  Shares.  However,  an
outstanding  option shall not become exercisable on such an accelerated basis if
and to the extent:  (i) such option is assumed by the successor  corporation (or
parent  thereof)  in the  Corporate  Transaction  or (ii)  such  option is to be
replaced  with a cash  incentive  program  of the  successor  corporation  which
preserves the spread  existing on the option shares at the time of the Corporate
Transaction  and  provides for  subsequent  payout in  accordance  with the same
vesting  schedule  applicable  to that option or (iii) the  acceleration  of the
option is subject to other limitations  imposed by the Plan Administrator at the
time of the option grant.

     B. Immediately following the consummation of the Corporate Transaction, all
outstanding  options shall terminate and cease to be outstanding,  except to the
extent assumed by the successor corporation (or parent thereof).

     C. Each option which is assumed in connection with a Corporate  Transaction
shall be appropriately  adjusted,  immediately after such Corporate Transaction,
to apply to the number and class of securities which would have been issuable to
the Optionee in consummation of such Corporate Transaction,  had the option been
exercised   immediately  prior  to  such  Corporate   Transaction.   Appropriate
adjustments  shall  also be  made to (i) the  number  and  class  of  securities
available  for  issuance  under  the Plan  following  the  consummation  of such
Corporate  Transaction  and (ii) the exercise price payable per share under each
outstanding  option,  provided the  aggregate  exercise  price  payable for such
securities shall remain the same.

     D. The Plan Administrator shall have the discretion,  exercisable either at
the time  the  option  is  granted  or at any  time  while  the  option  remains
outstanding,  to provide for the automatic acceleration (in whole or in part) of
one or more outstanding options upon the occurrence of a Corporate  Transaction,
whether or not those  options  are to be assumed or  replaced  in the  Corporate
Transaction.

     E. The Plan  Administrator  shall  also  have  full  power  and  authority,
exercisable  either at the time the  option is  granted or at any time while the
option  remains  outstanding,  to structure  such option so that the option will
automatically accelerate and become


<PAGE>


immediately  exercisable for all the Ordinary Shares at the time subject to that
option  should the  Optionee's  Service  terminate  by reason of an  Involuntary
Termination  within a  designated  period (not to exceed  eighteen  (18) months)
following the effective date of any Corporate Transaction in which the option is
assumed.  Any option so  accelerated  shall  remain  exercisable  for the option
shares  until the earlier of (i) the  expiration  of the option term or (ii) the
expiration of the one (1)-year  period  measured from the effective  date of the
Involuntary Termination.

     F. The portion of any Incentive  Option  accelerated  in connection  with a
Corporate  Transaction  shall remain  exercisable as an Incentive Option only to
the extent the applicable  One Hundred  Thousand U.S.  Dollar  limitation is not
exceeded.  To the extent such dollar  limitation  is exceeded,  the  accelerated
portion of such option shall be exercisable as a Non-Statutory  Option under the
Code.

     G. The grant of options  under the Plan shall in no way affect the right of
the  Corporation  to adjust,  reclassify,  reorganize  or  otherwise  change its
capital or business structure or to merge, consolidate,  dissolve,  liquidate or
sell or transfer all or any part of its business or assets.

     IV. CANCELLATION AND REGRANT OF OPTIONS

     The Plan Administrator  shall have the authority to effect, at any time and
from  time to  time,  with the  consent  of the  affected  option  holders,  the
cancellation  of any or all  outstanding  options under the Plan and to grant in
substitution  therefor  new options  covering  the same or  different  number of
Ordinary  Shares but with an exercise price per Ordinary Share not less than (i)
eighty-five percent (85%) of the Fair Market Value per Ordinary Share on the new
grant date or (ii) one hundred  percent  (100%) of such Fair Market Value in the
case of an  Incentive  Option,  but in no event  shall  the  exercise  price per
Ordinary Share be less than the par value of such Ordinary Share.


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                                  ARTICLE THREE

                                  MISCELLANEOUS

     I. FINANCING

     A. The  Plan  Administrator  may,  in its  discretion  but  subject  to any
prohibition  imposed  by any  applicable  laws,  permit any  Optionee  who is an
Employee  to pay the  option  exercise  price  by  delivering  a  full-recourse,
interest-bearing promissory note payable in one or more installments and secured
by the purchased  shares.  In no event shall the maximum credit available to the
Optionee  exceed the sum of (i) the aggregate  option exercise price payable for
the  purchased  shares  (less the par value of those  shares) plus (ii) any U.S.
federal,  state and local and any foreign  income and  employment  tax liability
incurred by the Optionee in connection with the option exercise.

     B. All financial  assistance provided under this Section I of Article Three
shall be  effected  in  compliance  with the  applicable  provisions  of Section
76(9)(b)  of the  Companies  Act,  Chapter  50 of  Singapore  (or any  successor
statutory provision).

     II. EFFECTIVE DATE AND TERM OF PLAN

     A. The Plan became effective when adopted by the Board on December 31, 1996
and was approved by the  Corporation's  shareholders  on the same date. The Plan
Administrator  may grant  options under the Plan at any time after the effective
date of the Plan and before the date fixed herein for termination of the Plan.

     B. The Plan shall  terminate upon the earliest of (i) the expiration of the
ten  (10)-year  period  measured from the date the Plan is adopted by the Board,
(ii) the date on which all shares  available  for issuance  under the Plan shall
have  been  issued  or (iii)  the  termination  of all  outstanding  options  in
connection with a Corporate  Transaction.  All options  outstanding at that time
under the Plan shall  continue to have full force and effect in accordance  with
the provisions of the documents evidencing those options.

     III. AMENDMENT OF THE PLAN

     A. The Board shall have complete and exclusive power and authority to amend
or  modify  the  Plan in any or all  respects.  However,  no such  amendment  or
modification  shall adversely  affect the rights and obligations with respect to
options at the time outstanding  under the Plan unless the Optionee  consents to
such  amendment or  modification.  In addition,  certain  amendments may require
shareholder approval pursuant to applicable laws and regulations.

     B. The Plan was  amended  by the Board on  ____________,  1998  (the  "1998
Increase")  to increase the maximum  number of ordinary  shares  authorized  for
issuance over the term of the Plan from 500,000 shares to 1,000,000 shares.  The
1998  Increase  is subject to  shareholder  approval  within  twelve (12) months
following the date of its  authorization  by the Board and no option grants made
on the basis of the 500,000-share increase shall become


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exercisable  in whole or in part unless and until the 1998  Increase is approved
by the shareholders.  Should such shareholder approval not be obtained, then any
options  granted  on the basis of the  500,000-share  increase  shall  terminate
without ever becoming exercisable for those shares, and no further option grants
or direct  stock  issuances  shall be made on the basis of such share  increase.
Subject to the foregoing  limitations,  the Plan  Administrator  may make option
grants and direct  stock  issuances  under the Plan at any time  before the date
fixed herein for the termination of the Plan.

     C.  Options  may be  granted  under  the Plan in  excess  of the  number of
Ordinary Shares then available for issuance under the Plan,  provided any excess
shares  actually  issued under those options shall be held in escrow until there
is obtained  shareholder  approval of an amendment  sufficiently  increasing the
number of  Ordinary  Shares  available  for  issuance  under  the Plan.  If such
shareholder  approval is not obtained  within  twelve (12) months after the date
the first such  excess  issuances  are made,  then (i) any  unexercised  options
Granted  on the basis of such  excess  shares  shall  terminate  and cease to be
outstanding and (ii) the Corporation  shall promptly refund to the Optionees the
exercise  price paid for any  excess  shares  issued  under the Plan and held in
escrow,  together with interest (at the applicable U.S. Short Term Federal Rate)
for the period the shares were held in escrow,  and such shares shall  thereupon
be automatically cancelled and cease to be outstanding.

     IV. USE OF PROCEEDS

     Any cash  proceeds  received by the  Corporation  from the sale of Ordinary
Shares under the Plan shall be used for General corporate purposes.

     V. WITHHOLDING

     The  Corporation's  obligation to deliver Ordinary Shares upon the exercise
of any options or upon the  issuance or vesting of any shares  issued  under the
Plan shall be subject to the satisfaction of all applicable U.S. federal,  state
and local income and employment tax withholding  requirements and all applicable
foreign tax  withholding  requirements.  For  Optionees who reside in the United
States,  the Corporation  shall collect the applicable U.S.  federal,  state and
local income and employment  withholding taxes. For Optionees who are non-United
States  citizens  residing  outside the United  States,  the  Corporation  shall
collect all taxes required under applicable foreign laws.

     VI. REGULATORY APPROVALS

     The  implementation of the Plan, the granting of any options under the Plan
and the issuance of any Ordinary Shares upon the exercise of those options shall
be  subject  to the  Corporation's  procurement  of all  approvals  and  permits
required  by  regulatory  authorities  having  jurisdiction  over the Plan,  the
options granted under it and the Ordinary Shares issued pursuant to it.

     VII. NO EMPLOYMENT OR SERVICE RIGHTS

     Nothing in the Plan shall confer upon the Optionee or the  Participant  any
right to continue in Service  for any period of specific  duration or  interfere
with or otherwise restrict in


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any way the rights of the Corporation (or any Parent or Subsidiary  employing or
retaining such person) or of the Optionee or the  Participant,  which rights are
hereby  expressly  reserved by each, to terminate  such person's  Service at any
time for any reason, with or without cause.

     VIII. FINANCIAL REPORTS

     The  Corporation  shall deliver a balance sheet and an income  statement at
least annually to each individual  holding an outstanding option under the Plan,
unless such  individual is a key Employee  whose duties in  connection  with the
Corporation  (or any Parent or  Subsidiary)  assure  such  individual  access to
equivalent information.


<PAGE>


                                    APPENDIX


     The following definitions shall be in effect under the Plan:

     A. Board shall mean the Corporation's Board of Directors.

     B. Code shall mean the U.S. Internal Revenue Code of 1986, as amended.

     C.  Committee  shall  mean a  committee  of two (2) or more  Board  members
appointed by the Board to exercise one or more  administrative  functions  under
the Plan.

     D.   Corporate   Transaction   shall   mean   either   of   the   following
shareholder-approved transactions to which the Corporation is a party:

               (i) a mercer or consolidation in which securities possessing more
          than fifty  percent  (50%) of the total  combined  voting power of the
          Corporation's  outstanding  securities are  transferred to a person or
          persons   different   from  the  persons   holding  those   securities
          immediately prior to such transaction, or

               (ii)  the  sale,   transfer  or  other   disposition  of  all  or
          substantially  all of the  Corporation's  assets,  whether in complete
          liquidation or dissolution of the Corporation or otherwise.

     E. Corporation  shall mean Palo Alto Products  International  Pte., Ltd., a
Singapore corporation.

     F.  Disability  shall mean the inability of the Optionee or  Participant to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment and shall be determined by the Plan
Administrator  on the basis of such medical  evidence as the Plan  Administrator
deems warranted under the circumstances.

     G.  Employee  shall  mean  an  individual  who  is in  the  employ  of  the
Corporation (or any Parent or Subsidiary),  subject to the control and direction
of the employer  entity as to both the work to be  performed  and the manner and
method of performance.

     H.  Exercise Date shall mean the date on which the  Corporation  shall have
received written notice of the option exercise.

     I. Fair  Market  Value per  Ordinary  Share on any  relevant  date shall be
determined in accordance with the following provisions:

               (i) If the  Ordinary  Shares are at the time traded on the Nasdaq
          National  Market,  then the Fair  Market  Value  shall be the  closing
          selling  price per  Ordinary  Share on the date in  question,  as such
          price is reported by the National Association of Securities Dealers on
          the Nasdaq  National  Market or any successor  system.  If there is no
          closing selling price for the Ordinary Shares on the date in question,
          then the Fair Market Value shall be the closing selling


<PAGE>


          price on the last preceding date for which such quotation exists.

               (ii) If the  Ordinary  Shares are at the time listed on any Stock
          Exchange,  then the Fair Market  Value  shall be the  closing  selling
          price per Ordinary Share on the date in question on the Stock Exchange
          determined by the Plan  Administrator to be the primary market for the
          Ordinary Shares,  as such price is officially  quoted in the composite
          tape of transactions on such exchange.  If there is no closing selling
          price for the Ordinary  Shares on the date in question,  then the Fair
          Market Value shall be the closing  selling price on the last preceding
          date for which such quotation exists.

               (iii) If the Ordinary  Shares are at the time  neither  listed on
          any Stock Exchange nor traded on the Nasdaq National Market,  then the
          Fair Market Value shall be determined by the Plan Administrator  after
          taking into account such factors as the Plan Administrator  shall deem
          appropriate.

     J. Incentive  Option shall mean an option which satisfies the  requirements
of Code Section 422.

     K. Involuntary Termination shall mean the termination of the Service of any
individual which occurs by reason of:

               (i) such individual's  involuntary  dismissal or discharge by the
          Corporation for reasons other than Misconduct, or

               (ii) such  individual's  voluntary  resignation  following  (A) a
          change in his or her position with the  Corporation  which  materially
          reduces his or her level of responsibility,  (B) a reduction in his or
          her level of compensation  (including base salary, fringe benefits and
          target  bonuses  under  any   corporate-performance   based  bonus  or
          incentive  programs)  by more  than  fifteen  percent  (15%)  or (C) a
          relocation of such individual's place of employment by more than fifty
          (50) miles, provided and only if such change,  reduction or relocation
          is effected without the individual's consent.

     L. Misconduct  shall mean the commission of any act of fraud,  embezzlement
or dishonesty by the Optionee or Participant, any unauthorized use or disclosure
by such person of  confidential  information or trade secrets of the Corporation
(or any  Parent or  Subsidiary),  or any other  intentional  misconduct  by such
person  adversely  affecting the business or affairs of the  Corporation (or any
Parent or Subsidiary) in a material manner.  The foregoing  definition shall not
be deemed to be inclusive of all the acts or omissions which the Corporation (or
any Parent or Subsidiary) may consider as grounds for the dismissal or discharge
of any


<PAGE>


Optionee,  Participant or other person in the Service of the Corporation (or any
Parent or Subsidiary).

     M.  1934 Act  shall  mean  the U.S.  Securities  Exchange  Act of 1934,  as
amended.

     N.  Non-Statutory  Option  shall mean an option not intended to satisfy the
requirements of Code Section 422.

     O. Option Grant Program shall mean the option grant program in effect under
the Plan.

     P.  Optionee  shall mean any person to whom an option is granted  under the
Plan.

     Q. Ordinary Shares shall mean ordinary shares of the Corporation with a par
value of S$0.10 Singapore per share.

     R. Parent shall mean any  corporation  (other than the  Corporation)  in an
unbroken  chain of  corporations  ending  with the  Corporation,  provided  each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, shares possessing fifty percent (50%) or more of the total
combined voting power of all classes of shares in one of the other  corporations
in such chain.

     S. Plan shall mean the  Corporation's  1996 Share Option Plan, as set forth
in this document.

     T. Plan  Administrator  shall mean either the Board or the Committee acting
in its capacity as administrator of the Plan.

     U. Service shall mean the provision of services to the  Corporation (or any
Parent  or  Subsidiary)  by a  person  in  the  capacity  of an  Employee,  or a
consultant or independent advisor,  except to the extent otherwise  specifically
provided in the documents evidencing the option grant.

     V. Stock  Exchange shall mean either the American Stock Exchange or the New
York Stock Exchange.

     W. Subsidiary shall mean any corporation (other than the Corporation) in an
unbroken chain of  corporations  beginning with the  Corporation,  provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination,  shares possessing fifty percent (50%) or more of the
total  combined  voting  power of all  classes  of  shares  in one of the  other
corporations in such chain.

     X. 10% Shareholder shall mean the owner of shares (as determined under Code
Section  424(d))  possessing  more than ten percent (10%) of the total  combined
voting  power of all  classes  of shares of the  Corporation  (or any  Parent or
Subsidiary).