Exhibit 2.1

                                  EUROTRUST A/S
                 EMPLOYEE AND DIRECTOR SUBSCRIPTION OPTION PLAN

      1.    PURPOSE; TYPES OF AWARDS; CONSTRUCTION.

            The purpose of the EuroTrust A/S Employee and Director  Subscription
Option  Plan (the  "Plan")  is to align the  interests  of  officers,  other key
employees,  consultants  and directors of EuroTrust A/S (the  "Company") and its
affiliates with those of the stockholders of the Company, to afford an incentive
to such officers,  employees,  consultants and directors to continue as such, to
increase  their  efforts on behalf of the  Company and to promote the success of
the Company's business. To further such purposes, the Board may grant options to
purchase the Company's common stock. The Plan is effective as of May 12, 2004.

      2.    DEFINITIONS.

            As used in this Plan, the following words and phrases shall have the
meanings indicated below:

            (a)   "ADS" shall mean American Depositary Shares, each representing
six shares of Common  Stock as of the date hereof,  and as may be adjusted  from
time to time.

            (b)   "Agreement"  shall  mean  a  written  agreement  entered  into
between the Company and an Optionee in connection with an award under the Plan.

            (c)   "Board" shall mean the Board of Directors of the Company.

            (d)   "Common Stock" shall mean the ordinary  shares,  nominal value
DKK 1.25,  of the  Company.  In the event that the Optionee is a resident of the
United  States,  the Common Stock which an Optionee is entitled to acquire shall
be exchangeable for American Depositary Shares.

            (e)   "Company"  shall mean EuroTrust  A/S, a corporation  organized
under the laws of the Kingdom of Denmark, or any successor corporation.

            (f)   "Disability" shall mean an Optionee's inability to perform his
duties with the Company or on the Board by reason of any medically  determinable
physical or mental  impairment,  as  determined  by a physician  selected by the
Optionee and acceptable to the Company.

            (g)   "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.

            (h)   "Fair  Market  Value"  (i) of an ADS as of a  particular  date
shall mean (A) if ADSs are then listed on a national  securities exchange in the
United  States,  the closing  sales price per share of the ADSs on the  national
securities  exchange  on  which  the ADSs are  principally  traded  for the last
preceding date on which there was a sale of such ADSs on such  exchange,  or (B)
if the ADSs are then traded in an over-the-counter market, the closing bid price
for the ADSs in such  over-the-counter  market  for the last  preceding  date on
which  there  was a sale of such  ADSs in such  market,  and  (ii) of a share of
Common Stock as of a particular  date shall be equal to the Fair Market Value of
an ADS divided by the number of shares of Common  Stock then  represented  by an
ADS.

            (h)   "Option" shall mean the right, granted hereunder,  to purchase
shares of Common Stock.

            (i)   "Optionee"  shall  mean a person  who  receives  a grant of an
Option.

            (j)   "Option  Price" shall mean the exercise price of the shares of
Common Stock covered by an Option.

            (k)   "Subsidiary"  shall mean any company  (other than the Company)
in an unbroken chain of companies  beginning with the Company if, at the time of
granting an Option, each of the companies other than

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the last company in the unbroken chain owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the
other companies in such chain.

      3.    ADMINISTRATION.

            The Plan, except as may otherwise be determined by the Board,  shall
be administered by the Board.

            The Board shall have the authority in its discretion, subject to and
not inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to it
under the Plan or  necessary or  advisable  in the  administration  of the Plan,
including,  without limitation, the authority to grant Options; to determine the
purchase  price of the  shares  of  Common  Stock  covered  by each  Option;  to
determine  the persons to whom,  and the time or times at which  awards shall be
granted;  to  determine  the number of shares to be covered  by each  award;  to
interpret  the Plan;  to  prescribe,  amend and  rescind  rules and  regulations
relating to the Plan;  to determine the terms and  provisions of the  Agreements
(which need not be identical) and to cancel or suspend awards, as necessary; and
to  make  all  other  determinations  deemed  necessary  or  advisable  for  the
administration of the Plan.

            The Board may  employ  one or more  persons  to render  advice  with
respect to any  responsibility the Board may have under the Plan. All decisions,
determination and interpretations of the Board shall be final and binding on all
Optionees of any awards under this Plan. The Board may delegate its authority to
grant Options to a committee.

            No member of the Board (or committee, if applicable) shall be liable
for any action  taken or  determination  made in good faith with  respect to the
Plan or any award granted hereunder.

      4.    ELIGIBILITY.

            Awards may be granted to  officers  and other key  employees  of and
consultants  to the  Company,  and  its  Subsidiaries,  including  officers  and
directors who are employees,  and to Directors.  In  determining  the persons to
whom  awards  shall be  granted  and the  number of shares to be covered by each
award,  the Board shall take into account the duties of the respective  persons,
their present and potential contributions to the success of the Company and such
other factors as the Board shall deem relevant in connection with  accomplishing
the purpose of the Plan.

      5.    STOCK.

            The maximum  number of shares of Common Stock reserved for the grant
of awards under the Plan shall be  3,000,000,  subject to adjustment as provided
in Section 7 hereof.  Such shares may, in whole or in part, be shares that shall
have been or may be reacquired  by the Company.  The granting of options and the
issuance  of  shares  underlying  the  options  has been  duly  approved  by the
Company's shareholders in accordance with Danish law.

            If any  outstanding  award  under  the Plan  should  for any  reason
expire,  be canceled or be forfeited  without having been exercised in full, the
shares of Common Stock  allocable  to the  unexercised,  canceled or  terminated
portion of such award shall (unless the Plan shall have been terminated)  become
available for subsequent grants of awards under the Plan.

      6.    TERMS AND CONDITIONS OF OPTIONS.

            Each Option  granted  pursuant to the Plan shall be  evidenced by an
Agreement,  in such form and  containing  such terms and conditions as the Board
shall  from time to time  approve,  which  Agreement  shall  comply  with and be
subject to the following terms and  conditions,  unless  otherwise  specifically
provided in such Option Agreement:

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            (a)   NUMBER OF SHARES. Each Option Agreement shall state the number
of shares of Common Stock to which the Option relates.

            (b)   OPTION  PRICE.  Each Option  Agreement  shall state the Option
Price,  which  shall not be less  than one  hundred  percent  (100%) of the Fair
Market  Value of the ADSs or Common  Stock,  as the case may be,  covered by the
Option on the date of grant.  For Optionees  residing in the United States,  the
Option  Price shall  reflect the fact that these  Optionees  receive  Options to
acquire  ADS.  The Option  Price shall be subject to  adjustment  as provided in
Section 7 hereof.  The date as of which the Board adopts a resolution  expressly
granting an Option shall be considered  the day on which such Option is granted,
unless such resolution specifies a different date.

            (c)   MEDIUM AND TIME OF PAYMENT.  The Option Price shall be paid in
full, at the time of exercise, in cash.

            (d)   EXERCISE SCHEDULE AND PERIOD OF OPTIONS. Each Option Agreement
shall  provide the exercise  schedule for the Option as determined by the Board;
PROVIDED,  HOWEVER,  that,  the Board shall have the authority to accelerate the
exercisability   of  any  outstanding   Option  at  such  time  and  under  such
circumstances as it, in its sole  discretion,  deems  appropriate.  The exercise
period  shall be not more than ten (10)  years from the date of the grant of the
Option as determined from time to time by the Board. An Option may be exercised,
as to any or all full  shares of Common  Stock as to which the Option has become
exercisable,  by written notice  delivered in person or by mail to the Secretary
of the Company,  specifying the number of shares of Common Stock with respect to
which the Option is being exercised.

            (e)   OTHER  PROVISIONS.  The Option  Agreements  evidencing  awards
under the Plan shall contain such other terms and  conditions  not  inconsistent
with the Plan as the Board may determine, including penalties for the commission
of competitive acts.

      7.    EFFECT OF CERTAIN CHANGES.

            In  the  event  of  any  extraordinary  dividend,   stock  dividend,
recapitalization,  merger,  consolidation,  stock  split,  reverse  stock split,
warrant or rights issuance,  or combination or exchange of such shares, or other
similar transactions, each of the number of shares of Common Stock available for
awards,  the number of such shares covered by outstanding  awards, and the price
per share of Options,  as appropriate,  shall be equitably adjusted by the Board
to reflect such event and preserve the value of such awards.

      8.    SURRENDER AND EXCHANGE OF AWARDS.

            The Board may permit the voluntary  surrender of all or a portion of
any Option  granted  under the Plan or any option  granted under any other plan,
program or arrangement of the Company or any Subsidiary  ("Surrendered Option"),
to be conditioned upon the granting to the Optionee of a new Option for the same
number of shares of Common Stock as the Surrendered  Option, or may require such
voluntary  surrender as a condition precedent to a grant of a new Option to such
Optionee.  Subject  to the  provisions  of the Plan,  such new  Option  shall be
exercisable  at the  price,  during  such  period  and on such  other  terms and
conditions as are specified by the Board at the time the new Option is granted.

      9.    PERIOD DURING WHICH AWARDS MAY BE GRANTED.

            Awards may be granted  pursuant to the Plan from time to time at any
time prior to April 30, 2013.

      10.   NONTRANSFERABILITY OF AWARDS.

            Except as otherwise  determined by the Board,  awards  granted under
the Plan  shall  not be  transferable  otherwise  than by will or by the laws of
descent and  distribution,  or to an "Affiliate",  as defined in Rule 144 of the
Securities  Act of 1933,  and awards may be  exercised  or  otherwise  realized,
during the lifetime of the Optionee,  only by the Optionee or by his guardian or
legal representative, or by an Affiliate if the award has been transferred to an
Affiliate.

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      11.   AMENDMENT AND TERMINATION OF THE PLAN.

            The Board at any time and from time to time may suspend,  terminate,
modify  or amend the Plan.  Except  as  provided  in  Section  7(a)  hereof,  no
suspension,  termination,  modification  or amendment of the Plan may  adversely
affect any award previously granted,  unless the written consent of the Optionee
is obtained.

      12.   RIGHTS AS A SHAREHOLDER.

            An  Optionee or a  transferee  of an award shall have no rights as a
shareholder  with  respect to any shares  covered by the award until the date of
the issuance of a stock  certificate to him for such shares. No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other  property)  or  distribution  of other rights for which the record date is
prior to the date such  stock  certificate  is  issued,  except as  provided  in
Section 7(a) hereof.

      13.   NO RIGHTS TO EMPLOYMENT OR SERVICE AS A DIRECTOR OR CONSULTANT.

            Nothing  in the Plan or in any award  granted or  Agreement  entered
into pursuant hereto shall confer upon any Optionee the right to continue in the
employ  of the  Company  or any  Subsidiary  or as a  member  of the  Board or a
consultant  to  the  Company  or  any  Subsidiary  or  to  be  entitled  to  any
remuneration  or  benefits  not set  forth in the Plan or such  Agreement  or to
interfere  with or  limit  in any way  the  right  of the  Company  or any  such
Subsidiary to terminate such  Optionee's  employment or service.  Awards granted
under the Plan shall not be  affected  by any change in duties or position of an
employee  Optionee  as long as such  Optionee  continues  to be  employed by the
Company or any Subsidiary.

      14.   BENEFICIARY.

            An  Optionee  may file  with the Board a  written  designation  of a
beneficiary on such form as may be prescribed by the Board and may, from time to
time, amend or revoke such designation.  If no designated  beneficiary  survives
the Optionee,  the executor or administrator  of the Optionee's  estate shall be
deemed to be the Optionee's beneficiary.

      15.   GOVERNING LAW.

            The Plan and all  determinations  made and  actions  taken  pursuant
hereto shall be governed by the laws of the Kingdom of Denmark.


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