<PAGE>
                                                                    EXHIBIT 4.26

           ---------------------------------------------------------


                               LASTMINUTE.COM PLC
                                SHARESAVE SCHEME


           ---------------------------------------------------------


                          APPROVED BY SHAREHOLDERS AND
                             ADOPTED BY THE BOARD ON
                                14 FEBRUARY 2002



                          New Bridge Street Consultants
                                20 Little Britain
                                 London EC1A 7DH

                       Inland Revenue reference: SRS 2917



<PAGE>


                                    CONTENTS
<TABLE>
<CAPTION>

                                                                            PAGE
                                                                            ----
<S>   <C>                                                                   <C>
1.    DEFINITIONS AND INTERPRETATION...........................................1

2.    ELIGIBILITY..............................................................2

3.    GRANT OF OPTIONS.........................................................3

4.    LIMITS...................................................................5

5.    EXERCISE OF OPTIONS......................................................6

6.    TAKEOVER, RECONSTRUCTION AND WINDING UP..................................9

7.    VARIATION OF CAPITAL....................................................11

8.    ALTERATIONS.............................................................11

9.    MISCELLANEOUS...........................................................12
</TABLE>





<PAGE>


1.      DEFINITIONS AND INTERPRETATION

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

        "3-YEAR OPTION", "5-YEAR OPTION" and "7-YEAR OPTION" have the meanings
        given in sub-rule 3(2);

        "ASSOCIATED COMPANY" means an associated company within the meaning
        given to that expression by section 187(2) of the Taxes Act 1988 for the
        purposes of paragraph 23 of Schedule 9;

        "THE BOARD" means the board of directors of the Company or a committee
        appointed by them;

        "BONUS DATE" means the earliest date on which the bonus is payable under
        a 3-Year option or, as the case may be, a 5-Year Option or in the case
        of a 7-Year Option the earliest date on which the maximum bonus is
        payable; and for this purpose "payable" means payable under the Savings
        Contract made in connection with the option;

        "THE COMPANY" means Lastminute.com plc (registered in England and Wales
        No. 3852152);

        "THE GRANT DATE" shall be construed in accordance with sub-rule 2(1);

        "THE LONDON STOCK EXCHANGE" means London Stock Exchange plc;

        "PARTICIPANT" means a person who holds an option granted under this
        Scheme;

        "PARTICIPATING COMPANY" means the Company or any Subsidiary to which the
        Board has resolved that this Scheme shall for the time being extend;

        "SAVINGS BODY" means any building society, institution authorised under
        the Banking Act 1987 or relevant European institution (within the
        meaning of Schedule 15A to the Taxes Act 1988) with which a Savings
        Contract can be made;

        "SAVINGS CONTRACT" means an agreement to pay monthly contributions under
        the terms of a certified contractual savings scheme, within the meaning
        of section 326 of the Taxes Act 1988, which has been approved by the
        Inland Revenue for the purposes of Schedule 9;

        "SCHEDULE 9" means Schedule 9 to the Taxes Act 1988;

        "SUBSIDIARY" means a body corporate which is a subsidiary of the Company
        (within the meaning of section 736 of the Companies Act 1985) and of
        which the Company has control (within the meaning of section 840 of the
        Taxes Act 1988);

        "THE TAXES ACT 1988" means the Income and Corporation Taxes Act 1988;

        "TRUSTEES" means the trustee or trustees for the time being of any
        Qualifying Employee Share Ownership Trust which may be established by
        the Company;

                                     - 1 -
<PAGE>


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

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

(3)     Expressions in italics are for guidance only and do not form part of
        this Scheme.

2.      ELIGIBILITY

(1)     Subject to sub-rule 2(5) (material interest in a close company) an
        individual is eligible to be granted an option on the Grant Date if (and
        only if):

        (a)    he is on the Grant Date an employee or director of a company
               which is a Participating Company; and

        (b)    he either satisfies the conditions specified in sub-rule 2(2) or
               is nominated by the Board for this purpose.

(2)     The conditions referred to in sub-rule 2(1)(b) are that the individual:

        (a)    shall at all times during the qualifying period have been an
               employee (but not a director) or a full-time director of the
               Company or a company which was for the time being a Subsidiary;
               and

        (b)    was at the relevant time chargeable to tax in respect of his
               employment or office under Case I of Schedule E. (resident and
               ordinarily by resident in the UK)

(3)     For the purposes of sub-rule 2(2):

        (a)    THE RELEVANT TIME is such time (if any) during the period of 5
               years ending with the Grant Date as the Board may determine
               (provided that no such determination may be made if it would have
               the effect that the qualifying period would not fall within that
               5-year period);

        (b)    THE QUALIFYING PERIOD is such period (if any) ending at the
               relevant time and falling within the 5-year period mentioned in
               sub-rule 2(3)(a) as the Board may determine;

        (c)    an individual shall be treated as a FULL-TIME DIRECTOR of a
               company if he is obliged to devote to the performance of the
               duties of his office or employment with the company not less than
               25 hours a week;

        (d)    Chapter I of Part XIV of the Employment Rights Act 1996 shall
               have effect, with any necessary changes, for ascertaining the
               length of the period during which an individual shall have been
               an employee or a full-time director and whether he shall have
               been an employee or a full-time director at all times during that
               period.

(4)     Any determination of the Board under sub-rule 2(3)(a) or 2(3)(b) shall
        have effect in relation to every individual for the purpose of
        ascertaining whether he is eligible to be granted an option on the Grant
        Date.

                                     - 2 -

<PAGE>


(5)     An individual is not eligible to be granted an option at any time if he
        is at that time ineligible to participate in this Scheme by virtue of
        paragraph 8 of Schedule 9 (material interest in close company).

3.      GRANT OF OPTIONS

(1)     Subject to sub-rule 3(4) (individual limits) and to Rule 4 (limit, on
        use of new issue shares) the Board may grant an option to acquire shares
        in the Company which satisfy the requirements of paragraphs 10 to 14 of
        Schedule 9 (fully paid up, unrestricted, ordinary share capital), upon
        the terms set out in this Scheme, to any individual who:

        (a)    is eligible to be granted an option in accordance with Rule 2 and

        (b)    has applied for an option and proposed to make a Savings Contract
               in connection with it (with a Savings Body approved by the Board)
               in the form and manner prescribed by the Board,

        and for this purpose an option to acquire includes an option to purchase
        and an option to subscribe.

        TYPES OF OPTION

(2)     The type of option to be granted to an individual, that is to say a
        3-Year Option, a 5-Year Option, or a 7-Year Option, shall be determined
        by the Board or, if the Board so permits, by the individual; and for
        this purpose:

        (a)    a 3-YEAR OPTION is an option in connection with which a three
               year Savings Contract is to be made and in respect of which,
               subject to sub-rule 4(4), the repayment is to be taken as
               including the bonus; and

        (b)    a 5-YEAR OPTION is an option in connection with which a five year
               Savings Contract is to be made and in respect of which, subject
               to sub-rule 4(4), the repayment is to be taken as including a
               bonus other than the maximum bonus; and

        (c)    a 7-YEAR OPTION is an option in connection with which a five year
               Savings Contract is to be made and in respect of which, subject
               to sub-rule 4(4), the repayment is to be taken as including the
               maximum bonus.

        AMOUNT OF SAVINGS

(3)     The amount of the monthly contribution under the Savings Contract to be
        made in connection with an option granted to an individual shall,
        subject to sub-rule 4(4), be the amount which the individual shall have
        specified in his application for the option that he is willing to pay,
        PROVIDED THAT, subject to sub-rule 3(4), if the amount so specified is
        less than the MINIMUM PERMITTED AMOUNT or more than the MAXIMUM
        PERMITTED AMOUNT, the amount so specified shall be taken to be the
        minimum or maximum permitted amount as appropriate. For this purpose the
        MINIMUM PERMITTED AMOUNT shall be pound sterling 5 (or such other amount
        as may be specified for the purpose of paragraph 24(2)(b) of Schedule 9)
        and the MAXIMUM PERMITTED AMOUNT shall be the maximum amount which:

        (a)    when aggregated with the amount of his monthly contributions
               under any other Savings Contract linked to this Scheme or to any
               other savings-related share

                                     - 3 -
<PAGE>

               option scheme approved under Schedule 9, does not exceed pound
               sterling 250 or such other maximum amount as may for the time
               being be permitted by paragraph 24(2)(a) of Schedule 9;

        (b)    does not exceed the maximum amount for the time being permitted
               under the terms of the Savings Contract; and

        (c)    when aggregated with the amount of his monthly contributions
               under any other Savings Contract linked to this Scheme, does not
               exceed any maximum amount determined by the Board.

(4)     In the event that, for any individual, the MINIMUM PERMITTED AMOUNT
        shall be greater than the MAXIMUM PERMITTED AMOUNT, that individual
        shall not enter into a Savings Contract and shall not be granted an
        option.

        NUMBER OF SHARES SUBJECT TO EACH OPTION

(5)     The number of shares in respect of which an option may be granted to any
        individual shall be the maximum number which can be paid for, at the
        price determined under sub-rule 3(6) with monies equal to the amount of
        the repayment due on the Bonus Date under the Savings Contract to be
        made in connection with the option.

        EXERCISE PRICE

(6)     The price at which shares may be acquired by the exercise of options of
        a particular type granted on any day shall be determined by the Board
        and stated on that day, provided that:

        (a)    if shares of the same class as those shares are quoted in the
               London Stock Exchange Daily Official List, the price shall not be
               less than 80% of:

               (i)     the average of the middle-market quotations of shares of
                       that class (as derived from that List) on the [3] dealing
                       days last preceding the date on which invitations to
                       apply for the options were given pursuant to sub-rule
                       3(7) (or, at the Board's discretion, the average of such
                       quotations over up to 5 dealing days last preceding the
                       aforesaid date or such quotation on the dealing day last
                       preceding the aforesaid date), or

               (ii)    if the first of those dealing days (or the dealing day,
                       as the case may be) does not fall within the period of 30
                       days (or, where sub-rule 4(3) applies, 42 days) ending
                       with the day on which the options are granted or falls
                       prior to the date on which the Company last announced its
                       annual or half-yearly results, the average of the
                       middle-market quotations of shares of that class (as
                       derived from that List) on the [3] dealing days last
                       preceding the day on which the options are granted or on
                       such other dealing day or days as may be agreed in
                       advance with the Inland Revenue;

        (b)    if sub-rule 3(6)(a) does not apply, the price shall not be less
               than 80% of the market value (within the meaning of Part VIII of
               the Taxation of Chargeable Gains Act 1992) of shares of that
               class, as agreed in advance for the purposes of this Scheme with
               the Shares Valuation Division of the Inland Revenue, on -

                                     - 4 -
<PAGE>

               (i)     the date on which  invitations to apply for the
                       options were given pursuant to sub-rule 3(7) or

               (ii)    if that date does not fall within the period of 30 days
                       (or, where sub-rule 4(3) applies, 42 days) ending with
                       the day on which the options are granted, on the day on
                       which the options are granted or such other day as may be
                       agreed in advance with the Inland Revenue; and

        (c)    in the case of an option to acquire shares only by subscription,
               the price shall not be less than the nominal value of those
               shares (unless the Board are authorised to capitalise reserves).

        INVITATIONS

(7)     The Board shall ensure that, in relation to the grant of options on any
        day:

        (a)    every individual who is eligible to be granted an option on that
               day has been given an invitation;

        (b)    the invitation specifies a period of not less than 14 days in
               which an application for an option may be made; and

        (c)    subject to sub-rule 3(4), every eligible individual who has
               applied for an option as mentioned in sub-rule 3(1) is in fact
               granted an option on that day.

        TIMING OF INVITATIONS

(8)     An invitation to apply for an option may only be given:

        (a)    within the period of 6 weeks beginning with -

               (i)     the date on which this Scheme is approved by the Inland
                       Revenue under Schedule 9; and thereafter

               (ii)    the dealing day next following the date on which the
                       Company announces its results for any period; or

        at any other time when the Board considers that there are exceptional
        circumstances; and

        (b)    within the period of 10 years beginning with the date on which
               this Scheme is approved by the Company's shareholders.

        OPTIONS NON-TRANSFERABLE

(9)     An option granted to any person:

        (a)    shall not, except as provided in sub-rule 5(3), be capable of
               being transferred by him; and

        (b)    shall lapse immediately if he is adjudged bankrupt.

4.      LIMITS

(1)     No options shall be granted in any year which would, at the time they
        are granted, cause the number of shares in the Company which may be
        allocated under this Scheme, or


                                     - 5 -
<PAGE>

        under any other employees' share scheme adopted by the Company, in the
        period of 10 calendar years ending with that year under this Scheme to
        exceed such number as represents 10 per cent. of the ordinary share
        capital of the Company in issue at that time. Options granted prior to
        14 March 2000 (the date on which shares in the Company were first
        treated as the -- Stock Exercise) will be ignored for this limit.

(2)     No options shall be granted to acquire a number of shares which exceeds
        any number determined by the Board for this purpose.

        SCALING DOWN APPLICATIONS

(3)     If the grant of options on any day would but for this sub-rule cause
        either of the limits to be exceeded, the provisions set out in sub-rule
        4(4) or such other provisions as the Board may determine and agree with
        the Inland Revenue before the grant of any such options is made shall be
        successively applied (in the order in which they are set out or such
        other order as the Board may determine, provided that a determination by
        the Board under sub-rule 4(4)(e) may only be made after a determination
        by the Board under sub-rules 4(4)(a) and 4(4)(b)) so far as is necessary
        to ensure that the relevant limit is not exceeded.

(4)     Those provisions are:

        (a)    unless sub-rule 4(4)(b) applies, the amount of the monthly
               contribution determined under sub-rule 3(3) shall be taken as
               successively reduced by 0.5 per cent. thereof, 1 per cent.
               thereof, 1.5 per cent. thereof and so on and then rounded up to
               the nearest pound, but shall not be reduced to less than the
               minimum amount permitted under the terms of the Savings Contract;

        (b)    if the Board shall have decided that this paragraph is to apply,
               for the purpose of determining the amount of the monthly
               contribution, the maximum permitted amount referred to in
               sub-rule 3(3) shall be taken as successively reduced by pound
               sterling 1, pound sterling 2, pound sterling 3 and so on, but
               shall not be reduced to less than the minimum amount permitted
               under the terms of the Savings Contract;

        (c)    the repayment under the Savings Contract shall be taken as not
               including a bonus;

        (d)    any option which would otherwise be a 7-Year Option shall be a
               5-Year Option;

        (e)    any option which would otherwise be a 5-Year Option shall be a
               3-Year Option;

        (f)    the Board shall not grant any options on the day in question.

(5)     References in this Rule 4 to "allocation" shall mean, in relation to any
        share option scheme, placing unissued shares under option and, in
        relation to other types of employees' share scheme, the allotment and
        issue of shares and references to "allocated" shall be construed
        accordingly, provided that to the extent that the Board considers that
        the exercise of options can be satisfied by the transfer of shares
        already in issue those options shall not be treated as having being
        granted over new issue shares.

5.      EXERCISE OF OPTIONS

(1)     The exercise of any option shall be effected in the form and manner
        prescribed by the Board, provided that the monies paid for shares on
        such exercise shall not exceed the amount of the repayment made and any
        interest paid under the Savings Contract made in connection with the
        option.

                                     - 6 -
<PAGE>

        NORMAL EARLIEST DATE FOR EXERCISE

(2)     Subject to sub-rules 5(3) (death), 5(4) (termination of employment) and
        5(6) (retirement following age [60]) and to Rule 6 (takeover etc), an
        option shall not be capable of being exercised before the Bonus Date.


        DEATH

(3)     Subject to sub-rule 5(8) (termination of saving when option not
        exercisable):

        (a)    if any Participant dies before the Bonus Date, any option granted
               to him may (and must, if at all) be exercised by his personal
               representatives within 12 months after the date of his death, and

        (b)    if he dies on or within 6 months after the Bonus Date, any option
               granted to him may (and must, if at all) be exercised by his
               personal representatives within 12 months after the Bonus Date,

        provided in either case that his death occurs at a time when he either
        holds the office or employment by virtue of which he is eligible to
        participate in this Scheme or is entitled to exercise the option by
        virtue of sub-rule 5(4).

        CESSATION OF EMPLOYMENT

(4)     Subject to sub-rule 5(7) (normal last date for exercise), if any
        Participant ceases to hold the office or employment by virtue of which
        he is eligible to participate in this Scheme (otherwise than by reason
        of his death), the following provisions apply in relation to any option
        granted to him:

        (a)    if he so ceases by reason of injury, disability, redundancy
               within the meaning of the Employment Rights Act 1996, or
               retirement on reaching the age of [60] or any other age at which
               he is bound to retire in accordance with the terms of his
               contract of employment, the option may (and subject to sub-rule
               5(3) (death) must, if at all) be exercised within 6 months of his
               so ceasing;

        (b)    if he so ceases by reason only that the office or employment is
               in a company of which the Company ceases to have control, or
               relates to a business or part of a business which is transferred
               to a person who is neither an Associated Company of the Company
               nor a company of which the Company has control, the option may
               (and subject to sub-rule 5(3) (death) must, if at all) be
               exercised within 6 months of his so ceasing;

        (c)    if he so ceases for any other reason within 3 years of the grant
               of the option, the option may not be exercised at all;

        (d)    if he so ceases for any other reason (other than dismissal for
               misconduct, in which event the option may not be exercised at
               all) more than 3 years after the date of grant of the option the
               option may (and subject to sub-rule 5(3) (death) must, if at all)
               be exercised within 6 months of his so ceasing.

                                     - 7 -
<PAGE>


        EMPLOYMENT BY A NON-PARTICIPATING ASSOCIATED COMPANY

(5)     Subject to sub-rule 5(7) (normal last date for exercise) and sub-rule
        5(8) (termination of saving when option is not exercisable) if, at the
        Bonus Date, a Participant holds an office or employment with a company
        which is not a Participating Company but which is an Associated Company
        or a company of which the Company has control, any option granted to him
        may (and subject to sub-rule 5(3) (death) must, if at all) be exercised
        within 6 months of the Bonus Date.

        REACHING AGE 60 WHILST IN EMPLOYMENT

(6)     Subject to sub-rule 5(7) (normal last date for exercise) and sub-rule
        5(8) (termination of saving when option is not exercisable), where any
        Participant continues to hold the office or employment by virtue of
        which he is eligible to participate in this Scheme after the date on
        which he reaches the age of [60], he may exercise any option within 6
        months of that date.

        NORMAL LAST DATE FOR EXERCISE

(7)     Subject to sub-rule 5(3) (death), an option shall not be capable of
        being exercised later than 6 months after the Bonus Date.

        TERMINATION OF SAVING WHEN OPTION IS NOT EXERCISABLE

(8)     Where, before an option has become capable of being exercised, the
        Participant gives notice that he intends to stop paying monthly
        contributions under the Savings Contract made in connection with the
        option, or is deemed under its terms to have given such notice, or makes
        an application for repayment of the monthly contributions paid under it,
        the option may not be exercised at all.

        CONTINUING EMPLOYMENT

(9)     A Participant shall not be treated for the purposes of sub-rules 5(3)
        and 5(4) as ceasing to hold the office or employment by virtue of which
        he is eligible to participate in this Scheme until he ceases to hold an
        office or employment in the Company or any Associated Company or company
        of which the Company has control.

(10)    A Participant shall not be eligible to exercise an option at any time:

        (a)    unless, subject to sub-rules 5(4) (cessation of employment) and
               5(5) (employment by a non-participating associated company) he is
               at that time a director or employee of a Participating Company;

        (b)    if he is not at that time eligible to participate in this Scheme
               by virtue of paragraph 8 of Schedule 9 (material interest in
               close company).

        OPTIONS ONLY EXERCISABLE ONCE

(11)    An option shall not be capable of being exercised more than once.

        DELIVERY OF SHARES

(12)    Within 30 days after an option has been exercised by any person, the
        Board shall allot to him (or a nominee for him) or, as appropriate,
        procure the transfer to him (or a nominee


                                     - 8 -
<PAGE>

        for him) of the number of shares in respect of which the option has been
        exercised, provided that the Board considers that the issue or transfer
        thereof would be lawful in all relevant jurisdictions.

        RIGHTS ATTACHING TO NEWLY ISSUED SHARES

(13)    All shares allotted under this Scheme shall rank equally in all respects
        with shares of the same class then in issue except for any rights
        attaching to such shares by reference to a record date before the date
        of the allotment.

        SHARES CEASING TO SATISFY STATUTORY REQUIREMENTS

(14)    If the shares subject to an option cease to satisfy the requirements of
        paragraphs 10 to 14 of Schedule 9 at any time after the Grant Date then:

        (a)    the Board shall as soon as practicable notify the Inland Revenue
               of this;

        (b)    the Company will not be required to allot or procure the transfer
               of shares which satisfy those requirements upon the exercise of
               the option; and

        (c)    for the avoidance of doubt, all the options shall continue to
               exist (although if the Inland Revenue withdraw their approval of
               the Scheme under Schedule 9, it shall continue to exist as an
               unapproved option).

6.      TAKEOVER, RECONSTRUCTION AND WINDING UP

(1)     If any person obtains control of the Company (within the meaning of
        section 840 of the Taxes Act 1988) as a result of making a general offer
        to acquire shares in the Company, or having obtained control makes such
        an offer, the Board shall within 7 days of becoming aware thereof notify
        every Participant thereof and, subject to sub-rules 5(3) (death), 5(4)
        (cessation of employment), 5(7) (normal last date for exercise) and 5(8)
        (termination of saving when option is not exercisable) any option may be
        exercised within one month (or such longer period as the Board may
        permit) of the notification, but not later than 6 months after that
        person has obtained control.

(2)     For the purposes of sub-rule 6(1) a person shall be deemed to have
        obtained control of the Company if he and others acting in concert with
        him have together obtained control of it.

(3)     If any person becomes bound or entitled to acquire shares in the Company
        under sections 428 to 430F of the Companies Act 1985, or if under
        section 425 of that Act the Court sanctions a compromise or arrangement
        proposed for the purposes of or in connection with a scheme for the
        reconstruction of the Company or its amalgamation with any other company
        or companies, or if the Company passes a resolution for voluntary
        winding up, the Board shall forthwith notify every Participant thereof
        and, subject to sub-rules 5(3) (death), 5(4) (cessation of employment),
        5(7) (date for exercise) and 5(8) (termination of saving when option is
        not exercisable)any option may be exercised within one month of the
        notification, but to the extent that it is not exercised within that
        period shall (notwithstanding any other provision of this Scheme) lapse
        on the expiration of that period.

        ROLLOVER OF OPTIONS

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

                                     - 9 -
<PAGE>

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

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

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

        (b)    obtains control of the Company in pursuance of a compromise or
               arrangement sanctioned by the court under section 425 of the
               Companies Act 1985 or Article 418 of the Companies (Northern
               Ireland) Order 1986, or

        (c)    becomes bound or entitled to acquire shares in the Company under
               sections 428 to 430F of that Act or Articles 421 to 423 of that
               Order,

        any Participant may at any time within the appropriate period (which
        expression shall be construed in accordance with paragraph 15(2) of
        Schedule 9), by agreement with the acquiring company, release any option
        which has not lapsed ("the old option") in consideration of the grant to
        him of an option ("the new option") which (for the purposes of that
        paragraph) is equivalent to the old option but relates to shares in a
        different company (whether the acquiring company itself or some other
        company falling within paragraph 10(b) or (c) of Schedule 9).

(5)     The new option shall not be regarded for the purposes of sub-rule 6(4)
        as equivalent to the old option unless the conditions set out in
        paragraph 15(3) of Schedule 9 are satisfied, but so that the provisions
        of this Scheme shall for this purpose be construed as if:

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

        (b)    except for the purposes of the definitions of "Participating
               Company", "Associated Company" and "Subsidiary" in sub-rule 1(1)
               and sub-rules 5(4)(b), 5(5) and 5(9) the expression "the Company"
               were defined as "a company whose shares may be acquired by the
               exercise of options granted under this Scheme";

        (c)    the Savings Contract made in connection with the old option had
               been made in connection with the new option;

        (d)    the Bonus Date in relation to the new option were the same as
               that in relation to the old option; and

        (e)    Rule 8(2) were omitted.

(6)     This sub-rule shall apply if:

        (a)    an offer (as referred to in Rule 6(1)) is made or a compromise or
               arrangement (as referred to in Rule 6(3)) is proposed which, if
               accepted or approved by the Court (as the case may be), will
               result in the Company being controlled by a new company;

                                     - 10 -
<PAGE>

        (b)    at least 75% of the shares in the new company will be held by
               persons who immediately before the offer or proposal was made
               were shareholders in the Company; and

        (c)    before options become exercisable under Rule 6(1) or 6(3), a
               notice is given to Participants of an offer to release them in
               consideration of the grant of new options under Rule 6(4).

        In this case, the original options shall not become exerciseable under
        Rule 6(1) or 6(3) and, if the offer made under Rule 6(4) is not accepted
        by the Participant in respect of any option during the appropriate
        period (as referred to in rule 6(4)), that option shall lapse on the
        expiry of that period.

7.      VARIATION OF CAPITAL

(1)     Subject to sub-rule 7(3), in the event of any variation of the share
        capital of the Company, the Board may make such adjustments as it
        considers appropriate under sub-rule 7(2).

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

        (a)    the number of shares in respect of which any option may be
               exercised;

        (b)    the price at which shares may be acquired by the exercise of any
               option;

        (c)    where any option has been exercised but no shares have been
               allotted or transferred pursuant to the exercise, the number of
               shares which may be allotted or transferred and the price at
               which they may be acquired.

(3)     At a time when this Scheme is approved by the Inland Revenue under
        Schedule 9, no adjustment under sub-rule 7(2) shall be made without the
        prior approval of the Inland Revenue.

(4)     An adjustment under sub-rule 7(2) may have the effect of reducing or
        further reducing the price at which shares may be acquired by the
        exercise of an option to less than their nominal value, but only if and
        to the extent that the Board shall be authorised to capitalise from the
        reserves of the Company a sum equal to the amount by which the nominal
        value of the shares in respect of which the option is exercised exceeds
        the price at which the shares may be subscribed for and to apply that
        sum in paying up that amount on the shares; and so that on the exercise
        of any option in respect of which such a reduction shall have been made
        the Board shall capitalise that sum (if any) and apply it in paying up
        that amount.

8.      ALTERATIONS

(1)     Subject to sub-rule 8(2), the Board may at any time alter this Scheme,
        provided that no alteration shall be made at a time when this Scheme is
        approved by the Inland Revenue under Schedule 9 without the prior
        approval of the Inland Revenue.

(2)     Subject to sub-rule 8(3), no alteration to the advantage of the persons
        to whom options may be granted shall be made under sub-rule 8(1) to any
        of the provisions concerning eligibility; the individual limit on
        participation; the overall limits on the issue of shares; the terms of
        options; the rights attaching to shares acquired on the exercise of
        options; the adjustment of options in the event of a variation of
        capital; or of this Rule, without


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        the prior approval by ordinary resolution of the members of the Company
        in general meeting.

(3)     Sub-rule 8(2) shall not apply to any minor alteration to benefit the
        administration of this Scheme, to take account of a change in
        legislation or to obtain or maintain favourable tax, exchange control or
        regulatory treatment for Participants, the Company or any Subsidiary.

9.      MISCELLANEOUS

        EMPLOYMENT RIGHTS

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

        INTERPRETATION

(2)     In the event of any dispute or disagreement as to the interpretation of
        this Scheme, or as to any question or right arising from or related to
        this Scheme, the decision of the Board shall be final and binding upon
        all persons.

        COMMUNICATIONS

(3)     Any notice or other communication under or in connection with this
        Scheme may be given by personal delivery or by sending it by post, in
        the case of a company to its registered office, and in the case of an
        individual to his last known address, or, where he is a director or
        employee of the Company or a Subsidiary, either to his last known
        address or to the address of the place of business at which he performs
        the whole or substantially the whole of the duties of his office or
        employment.

        GOVERNING LAW

(4)     This Scheme and all options granted under it shall be governed by and
        construed in accordance with the law of England and Wales.


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