EXHIBIT
  4.2.1





INSPECTION COPY

|Date
      of Adoption by Directors:- | [..] March 2001
|------------------------------------- | ----------------
|Date
      of Shareholder Approval    | [.] 2001    





|34 Paradise Road
      Richmond-upon-Thames
      Surrey TW9 1SE
|----------------------------------------------------------------
|Tel:                                                            
|Fax:                                                            

|E-mail: | marcus.peaker@meis.co.uk
      stella.brooks@meis.co.uk
      carmenbutlercassar@meis.co.uk
|------- | -------------------------------------------------------------------------------------------

22 March 2001

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Rules

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INDEX

|1.  | Grant of
      Awards                                                       | 1 
|--- | --------------------------------------------------------------------------- | --
|    |                                                                             |   
|2.  | Rights
      of Participants During the Holding Period                      | 1 
|    |                                                                             |   
|3.  | Release
      of Awards                                                     | 1 
|    |                                                                             |   
|4.  | Lapse of
      Awards                                                       | 2 
|    |                                                                             |   
|5.  | Taxation                                                                    | 3 
|    |                                                                             |   
|6.  | Cessation
      of Employment                                               | 4 
|    |                                                                             |   
|7.  | Take-over,
      Reconstruction, Amalgamation and Winding up of the Company | 5 
|    |                                                                             |   
|8.  | Limits &
      Restrictions                                                 | 6 
|    |                                                                             |   
|9.  | Adjustments
      & Amendments                                              | 7 
|    |                                                                             |   
|10. | Shares                                                                      | 8 
|    |                                                                             |   
|11. | Administration                                                              | 9 
|    |                                                                             |   
|12. | Definitions                                                                 | 10

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Rules

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|1.  | Grant
      of Awards                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                     
|1.1 | The
      Committee may in its absolute discretion grant Awards to Eligible Employees
      at any time except during a Close Period.                                                               
|    |                                                                                                                                                                                                     
|1.2 | The
      Committee shall determine in respect of each grant of Awards:-                                                                                                                            
|    |                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                 
|    |                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                 
|    |                                                                                                                                                                                                     
|    | (c)                                                                                                                                                                                                 
|    |                                                                                                                                                                                                     
|    | (d)                                                                                                                                                                                                 
|    |                                                                                                                                                                                                     
|    | (e)                                                                                                                                                                                                 
|    |                                                                                                                                                                                                     
|    | (f)                                                                                                                                                                                                 
|    |                                                                                                                                                                                                     
|    | (g)                                                                                                                                                                                                 
|    |                                                                                                                                                                                                     
|1.3 | In accordance
      with Rule 1.2(c) the Committee may determine to grant the following types
      of Award;                                                                                       
|    |                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                 
|    |                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                 
|    |                                                                                                                                                                                                     
|1.4 | If
      the Committee determines to grant an award of Matching Shares it shall make
      the following additional determinations:-                                                                
|    |                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                 
|    |                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                 
|    |                                                                                                                                                                                                     
|1.5 | The
      Committee shall issue an Award Certificate to each Participant setting out
      the Committees determinations under Rules 1.2, 1.3 and 1.4 in respect
      of that Participants Award.
|    |                                                                                                                                                                                                     

|2.  | Rights of
      Participants During the Holding Period                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                        
|2.1 | A
      Participant shall have no voting rights or rights to receive dividends in
      respect of Matching Shares and Deferred Shares subject to his Award during
      the applicable Holding Period.
|    |                                                                                                                                                                                                        

|3.  | Release of
      Awards                               
|--- | ------------------------------------------------------
|    |                                                       
|3.1 | Subject to Rules 5.21and 3.2 Awards shall be Released:
|    |                                                       
|    | (a)                                                   

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|Exhibit
      4.2.1.doc | Pg.1
|----------------------- | ----

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Rules

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|    | (b)                                                                                                                        | subject
      to the satisfaction of any Performance Requirements or other terms and conditions
      imposed pursuant to Rules 1.2(f) and 1.2(g) respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                           
|3.2 | Awards may be released
      without satisfying the requirements of Rule 3.1 in accordance with Rule
      62 and Rule 73.
|    |                                                                                                                           

|4.  | Lapse
      of Awards                                                            
|--- | ---------------------------------------------------------------------------------
|   
|4.1 | All
      subsisting Awards shall lapse on the earliest of the following events:-
|   
|    | (a)                                                                              
|    |                                                                                  
|    | (b)                                                                              
|    |                                                                                  
|    | (c)                                                                              
|    |                                                                                  
|    | (d)                                                                              
|    |                                                                                  
|    | (e)                                                                              

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|Exhibit 4.2.1.doc | Pg.2
|----------------- | ----

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Rules

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Schedule 1

|5.  | Taxation                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1 | The grant of an
      Award to an Eligible Employee under the Plan shall be conditional upon the
      agreement of that Eligible Employee to indemnify his employing Group Company
      for any Tax Payment, such agreement to be deemed by the acceptance by the
      Eligible Employee of the Award.                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.2 | In a case where
      a Group Company by virtue of the Release of an Award shall be obliged to
      make a Tax Payment, the Release shall not take place, unless:-                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.3 | The Participant
      shall pay all expenses and Taxes which arise or result from the Release
      of an Award, provided that the Company in its absolute discretion may meet
      any stamp duty or liability for any other Taxes or expenses arising which
      it deems appropriate.                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.4 | The Committee may
      determine that any Award granted under the Plan shall be subject to additional
      and/or modified terms and conditions relating to the grant or Release of
      an Award as may be necessary to comply with or take account of any securities,
      exchange control or taxation laws, regulations, practice or other laws of
      any territory which may apply to the relevant Eligible Employee, Participant
      or Group Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.5 | In exercising its
      discretion under Rule 5.4 above the Committee may:-                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|Exhibit
      4.2.1.doc | Pg.3
|----------------------- | ----

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Rules

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Schedule 2

|6.  | Cessation
      of Employment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.1 | If a Participant
      ceases to be employed by a Group Company for any reason an Award that has
      not been Released shall lapse unless the Committee in its absolute discretion
      determines otherwise, and if the Committee so determines:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.2 | It shall be a condition
      of participation in the Plan that a Participant shall not be entitled to
      any compensation in the event of cessation, lapse or alteration of any actual
      or prospective rights under the Plan or under any Award granted thereunder.
      No provisions of the Plan form part of any contract of employment between
      any Group Company and a Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.3 | Nothing in the
      Plan or in any document issued pursuant thereto shall confer upon any person
      any right to continue in the employ of any Group Company or shall affect
      the right of any Group Company to terminate the employment of any person,
      or shall impose upon any Group Company or employees of such Group Company,
      the Committee or their respective servants or agents any liability for the
      loss of any rights under the Plan which may result if that person's employment
      is so terminated (whether such termination is in breach of the relevant
      terms and conditions of employment or otherwise). In no circumstances shall
      any Participant, by reason of ceasing to be employed by any Group Company
      be entitled to any compensation for any loss of any actual or prospective
      right or benefit under the Plan which he might otherwise have enjoyed, whether
      such compensation is claimed by way of damages for wrongful or unfair dismissal
      or other breach of contract or by way of compensation for loss of office
      or otherwise.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.4 | For the purposes
      of Schedule 2, no Participant shall be treated as ceasing to be employed
      by a Group Company until he ceases to hold an office or employment in any
      Group Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.5 | No benefit under
      the Plan shall be pensionable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|Exhibit 4.2.1.doc | Pg.4
|----------------- | ----

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Rules

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Schedule 3

|7.  | Take-over,
      Reconstruction, Amalgamation, Winding up, Merger and Demerger of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.1 | If any company or person acting
      alone or in concert with another or others obtains Control of the Company,
      the Committee on becoming aware thereof shall notify each Participant.
      On the occurrence of such event all Awards
      shall be Released.                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.2 | If the Court sanctions a scheme
      of arrangement or compromise under Section 425 of the Companies Act 1985,
      the Committee on becoming aware thereof shall notify each Participant. On
      the occurrence of such event all Awards shall be Released.                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.3 | If any company or person becomes
      bound or entitled to acquire Shares under Sections 428 to 430F of the Companies
      Act 1985, the Committee on becoming aware thereof shall notify each Participant.
      On the occurrence of such event all Awards shall be Released.                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.4 | If a voluntary winding up of
      the Company is proposed or if an order is made for the compulsory winding
      up of the Company, the Committee, in its absolute discretion, shall notify
      each Participant. On the occurrence of such event all Awards shall be Released.                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.5 | If, as a result of events specified
      in Rule 7.1 or Rule 7.2 above, a company has obtained Control of the Company
      or if a company has become bound or entitled as stated in Rule 7.3 above
      (such company referred to as the Acquiring Company), the Participant
      may, by agreement with the Acquiring Company, cancel each subsisting Award
      (the Old Award) in exchange for an Award (the New Award)
      provided that the New Award:-                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The New Award shall for all purposes
      of the Plan be treated as having been acquired on the same Date of Grant
      as the Old Award and thereafter references in these Rules to the Company,
      Shares and Awards, where appropriate, shall be construed as references to
      the Acquiring Company and its shares and New Awards.                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.6 | In the event that the Company
      merges with another company, or any of the businesses of the Group are demerged
      (whether such merger or demerger is effected by way of sale, distribution
      or in any other manner), the Committee shall have the discretion whether
      or not to take any action pursuant to this Rule 7.6 and, if they decide
      to do so, shall notify each Participant whether any Award shall be Released
      and/or adjustments be made to the number of Shares comprised in an Award
      in such manner and with effect from such date as the Committee shall determine
      to be appropriate.

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|Exhibit
      4.2.1.doc | Pg.5
|----------------------- | ----

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Rules

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Schedule 4

|8.  | Limits &
      Restrictions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.1 | An Award shall be personal to
      a Participant and neither the Award nor any rights under the Award may be
      transferred, assigned, pledged, charged or otherwise disposed of by a Participant
      to any other person (except in accordance with these Rules) and if a Participant
      shall do, suffer or permit any such act or thing whereby he would or might
      be deprived of the legal and/or beneficial ownership of an Award that Award
      shall lapse forthwith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.2 | In respect of Awards which shall
      be satisfied by the subscription of Shares, the total number of Shares over
      which such Awards may be granted as determined on any Date of Grant, when
      added to the number of Shares issued or remaining issuable pursuant to rights
      to subscribe for Shares granted under the Plan and Any Other Share Plan
      during the preceding 10 years shall not exceed 10% of the number of Shares
      in issue on the relevant Date of Grant provided that in respect of Awards
      granted to executives of the Company that limit shall be 5%, however such
      5% limit may be exceeded if the executives are required to satisfy more
      stretching performance requirements for the Release of Awards. For
      the purposes of this Rule 8.2, there shall be ignored Awards to subscribe
      for Shares granted under the Plan or Any Other Share Plan which have lapsed,
      become void, been cancelled or which otherwise become incapable of being
      Released.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.3 | The maximum Market Value of
      Shares which may be granted as an Award of Deferred Shares to an Eligible
      Employee in any calendar year shall not exceed 100% of such Eligible Employees
      Emoluments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.4 | The maximum number of Matching
      Shares granted to each Eligible Employee under Rule 1.4(a) shall not exceed
      3 Matching Shares for each Executive Share acquired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.5 | No Awards shall be granted later
      than the fifth anniversary of the Adoption Date provided that the Company
      in general meeting may at any time resolve to extend the Plan up to a further
      5 years. In no circumstances shall the Plan be extended beyond 10 years
      after the Adoption Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.6 | Subject to Rule 8.5, the Plan
      shall terminate on the earlier of the following dates:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Following termination of the
      Plan pursuant to this Rule no further Awards shall be granted, but the subsisting
      rights and obligations of Participants at that time shall continue in force
      as if the Plan had not been terminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|Exhibit 4.2.1.doc | Pg.6
|----------------- | ----

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Rules

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Schedule 5

|9.  | Adjustments
      & Amendments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.1 | If a variation
      of the issued share capital of the Company by way of a capitalisation or
      rights issue, sub-division, consolidation, reduction or otherwise shall
      take place then the number of Shares subject to an Award shall be adjusted
      in such manner and with effect from such date as the Committee may determine
      to be appropriate and as the auditors of the Company shall have confirmed
      in writing to be, in their opinion, fair and reasonable.                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.2 | The Committee shall
      have the power from time to time to make and amend such regulations for
      the implementation and administration of the Plan in a manner consistent
      with the Plan as it thinks fit and to make any amendments to these Rules
      provided that:-                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.3 | Any matters pertaining
      or pursuant to the Plan which are not dealt with by these Rules and any
      uncertainty or dispute as to the meaning of these Rules shall be determined
      or resolved by decision of the Committee which shall be binding on the Company
      and all Participants.                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.4 | In the application
      of Rule 1.2(f), if events subsequently occur which cause the Committee to
      consider that the existing Performance Requirements have become unfair or
      impractical it may, in its discretion (provided such discretion is exercised
      fairly and reasonably) amend the relevant Performance Requirements so that
      in the reasonable opinion of the Committee they shall be no more or less
      difficult to abide by or satisfy as when they were originally imposed or
      last amended.

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|Exhibit
      4.2.1.doc | Pg.7
|----------------------- | ----

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Rules

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Schedule 6

|10.  | Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.1 | Subject to Rule
      10.2 below, any Shares to be issued pursuant to the Release of an Award
      shall be allotted and issued, and any Shares to be transferred shall be
      transferred to the relevant Participant or a nominee nominated by a Participant
      not later than 30 days after the date of Release of the Award. Such Shares
      shall rank pari passu in all respects with other Shares of the same class
      save that the Participant shall have no entitlement in relation to rights
      attaching to the Shares until the date of such allotment or transfer. Shares
      to be allotted shall not rank for any dividend or other distribution to
      be paid by reference to a record date before the date of allotment.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.2 | Any allotment and
      issue or transfer of Shares pursuant to this Plan shall be subject to such
      consents (if any) of HM Treasury and/or other authorities as may from time
      to time be required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.3 | The Company shall
      apply to the relevant Exchange on which the Shares are listed for Shares
      issued pursuant to the Release of Awards to be admitted to the Official
      List or equivalent on or as soon as practicable after allotment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.4 | Awards may be satisfied
      by the subscription of Shares and/or the transfer of Shares or any combination
      thereof. The Committee may determine either before or after the Release
      of the Award which method or combination thereof shall be used to satisfy
      the Release of an Award.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.5 | The Trustees may
      determine in their discretion to undertake the responsibility of satisfying
      Awards on behalf of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.6 | Shares that are
      issued may not be subscribed for at less than their nominal value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.7 | The Company shall:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|Exhibit 4.2.1.doc | Pg.8
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Rules

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Schedule 7



|11.  | Administration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.1 | Notices or documents under the
      Plan required to be given by the Company to an Eligible Employee or a Participant
      shall be properly given if delivered to him at his normal place of work
      or sent to him by first class post at his last known address and any notice
      or document required to be given to the Company shall be properly given
      if delivered or sent by first class post to the registered office of the
      Company from time to time addressed to the Company Secretary.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.2 | Participation in the Plan shall not entitle
        a Participant to receive copies of any notice or other document sent by
        the Company to its shareholders prior to the Release of the Award.                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.3 | The Company shall bear the costs
      of establishing and administering the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.4 | The Company shall maintain or
      cause to be maintained all necessary accounts and records relating to the
      Plan.                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.5 | A Participant may at any time
      prior to the Release of an Award renounce the Award (in whole, or in part)
      by serving notice in writing on the Company of such intention. The renunciation
      shall be effective from the date of receipt of such notice by the Company.                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.6 | The Rules and the operation of
      the Plan shall be governed and construed in accordance with English Law.                                                                                                                                                                                                                                                                                                                                                                                                          

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|Exhibit
      4.2.1.doc | Pg.9
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Rules

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Schedule 8



|12.  | Definitions                                                                           
|---- | --------------------------------------------------------------------------------------
|     |                                                                                       
|12.1 | In these Rules the following words and expressions
      have the following meanings:-

| |                          
| | -------------------------
| | Act                    
| |                          
| | Adoption Date          
| |                          
| | Any Other Share Plan   
| |                          
| | Award                  
| |                          
| | Award Certificate      
| |                          
| | Close Period           
| |                          
| | Committee              
| |                          
| | Company                
| |                          
| | Control                
| |                          
| | Date of Grant          
| |                          
| | Deferred Shares        
| |                          
| | Directors              
| |                          
| | Eligible Employee      
| |                          
| | Emoluments             
| |                          
| | Exchange               
| |                          
| | Executive Shares       
| |                          
| | Group                  
| |                          
| | Holding Period         
| |                          
| | Matching Shares        
| |                          
| | Market Value           
| |                          
| | Participant            
| |                          
| | Plan                   
| |                          
| | PerformanceRequirements
| |                          
| | Rules                  

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|Exhibit 4.2.1.doc | Pg.10
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Rules

| |                  
| | -----------------
| | Released       
| |                  
| | Restricted Period
| |                  
| | Schedule       
| |                  
| | Shares         
| |                  
| | Tax            
| |                  
| | Tax Payment    
| |                  
| | Trust          
| |                  

|12.2 | Where the context so admits or requires words
      importing the singular shall include the plural and vice versa and words
      importing the masculine shall include the feminine and neuter.                                                                                                                                                                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|12.3 | Any reference to a statute or a statutory
      provision shall be construed as if it referred also to that statute or provision
      as the same may from time to time be consolidated, replaced, amended or
      re-enacted and to any related statutory instrument or other subordinate
      legislation in force from time to time.                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|12.4 | Wherever the Rules refer to the Committee
      having the ability to determine, decide or change matters howsoever this
      shall mean that the Committee shall be entitled to do so in its absolute
      and unfettered discretion and no person shall have any right to challenge,
      dispute or appeal whatsoever against the Committees determination,
      decision or change howsoever made.
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|12.5 | Headings, notes and footnotes to these Rules
      are included for convenience only and shall not affect the interpretation
      or construction of these Rules.                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|12.6 | Reference to a company shall
      be construed so as to include any company, corporation or other body corporate,
      wherever and however incorporated or established.                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|12.7 | References to a person shall
      be construed so as to include any individual, firm, company, government,
      state or agency of a state, local or municipal authority or government body
      or any joint venture, association or partnership (whether or not having
      a separate legal personality).                                                                                         

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|Exhibit
      4.2.1.doc | Pg.11
|----------------------- | -----

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