THE DIALOG CORPORATION PLC
                     1998 EMPLOYEE STOCK PURCHASE PLAN
                        (AMERICAN DEPOSITARY SHARES)

         APPROVED IN PRINCIPLE BY BOARD OF DIRECTORS MARCH 25, 1998
                   APPROVED BY SHAREHOLDERS JUNE 17, 1998
                ADOPTED BY BOARD OF DIRECTORS JUNE 25, 1998
                      TERMINATION DATE: JUNE 16, 2008


1.     PURPOSE.

       (a) The purpose of the 1998 Employee Stock Purchase Plan (the
"Plan") is to provide a means by which Employees of Affiliates of the
Company may be given an opportunity to acquire beneficial ownership of
securities of the Company by purchasing Shares.

       (b) The Company, by means of the Plan, seeks to retain the services
of such Employees, to secure and retain the services of new Employees and
to provide incentives for such persons to exert maximum efforts for the
success of the Company and its Affiliates.

       (c) The Company intends that the Rights to purchase Shares granted
under the Plan be considered options issued under an "employee stock
purchase plan," as that term is defined in Section 423(b) of the Code.

2.     DEFINITIONS.

       (a) "Act" means the United Kingdom Income and Corporation Taxes Act
of 1988 and any modification, consolidation, re-enactment or extension of
such Act.

       (b) "Admission" means the admission by the Council of the London
Stock Exchange Limited of all or any of the ordinary share capital of the
Company to the Official List of the London Stock Exchange Limited first
becoming effective.

       (c) "ADR" means an American Depositary Receipt, the evidentiary
document for an underlying holding of one or more ADSs.

       (d) "ADS" means an American Depositary Share of the Company
reserving four (4) Ordinary Shares. The ADSs are evidenced by ADRs and are
approved for quotation on the Nasdaq National Market under the symbol
"DIALY." Participants in the Plan will become holders of ADRs, with all the
rights of ADR holders. For purposes of the Code and the current double
taxation convention between the United States and the United Kingdom,
beneficial owners of ADSs who are U.S. persons will be treated as the
beneficial owners of the underlying Ordinary Shares represented by the ADSs
evidenced by the ADRs.

       (e) "Affiliate" means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms are defined
in Sections 424(e) and (f), respectively, of the Code.

       (f) "Board" means the Board of Directors of the Company.

       (g) "Code" means the United States Internal Revenue Code of 1986, as
amended.

       (h) "Committee" means a Committee appointed by the Board in
accordance with subparagraph 3(c) of the Plan.

       (i) "Companies Act" means the United Kingdom Companies Act of 1985
and any modifications, consolidation, re-enactment or extension of such
Act.

       (j) "Company" means the company registered in England with
registered number 1890236 and currently known as The Dialog Corporation
plc.

       (k) "Control" has the same meaning as in Section 840 of the Act.

       (l) "Date of Grant" means the date of the Board resolution granting
the Right.

       (m) "Director" means a member of the Board.

       (n) "Eligible Employee" means an Employee who meets the requirements
set forth in the Offering for eligibility to participate in the Offering.

       (o) "Employee" means any person, including Officers and Directors,
employed by an Affiliate of the Company. Neither service as a Director nor
payment of a director's fee by the Affiliate shall be sufficient to
constitute "employment" by the Affiliate.

       (p) "Employee Stock Purchase Plan" means a plan that grants rights
intended to be options issued under an "employee stock purchase plan," as
that term is defined in Section 423(b) of the Code.

       (q) "Exchange Act" means the United States Securities Exchange Act
of 1934, as amended.

       (r) "Fair Market Value" means the value of a security, as determined
in good faith by the Board. If the security is listed on any established
stock exchange or traded on the Nasdaq National Market or the Nasdaq
SmallCap Market, the Fair Market Value of the security shall be the closing
sales price (rounded up where necessary to the nearest whole penny or cent)
for such security (or the closing bid, if no sales were reported) as quoted
on such exchange or market (or the exchange or market with the greatest
volume of trading in the relevant security of the Company) on the trading
day prior to the Date of Grant, as reported in The Wall Street Journal or
such other source as the Board deems reliable.

       (s) "Non-Employee Director" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or subsidiary,
does not receive compensation (directly or indirectly) from the Company or
its parent or subsidiary for services rendered as a consultant or in any
capacity other than as a Director (except for an amount as to which
disclosure would not be required under Item 404(a) of Regulation S-K
promulgated pursuant to the Securities Act ("Regulation S-K")), does not
possess an interest in any other transaction as to which disclosure would
be required under Item 404(a) of Regulation S-K, and is not engaged in a
business relationship as to which disclosure would be required under Item
404(b) of Regulation S-K; or (ii) is otherwise considered a "non-employee
director" for purposes of Rule 16b-3.

       (t) "Outside Director" means a Director who either (i) is not a
current employee of the Company or an "affiliated corporation" (within the
meaning of the Treasury regulations promulgated under Section 162(m) of the
Code), is not a former employee of the Company or an "affiliated
corporation" receiving compensation for prior services (other than benefits
under a tax qualified pension plan), was not an officer of the Company or
an "affiliated corporation" at any time, and is not currently receiving
direct or indirect remuneration from the Company or an "affiliated
corporation" for services in any capacity other than as a Director, or (ii)
is otherwise considered an "outside director" for purposes of Section
162(m) of the Code.

       (u) "Ordinary Share" means a fully paid ordinary share of one pence
(1p) in the capital of the Company. The Company's Ordinary Shares currently
are traded on the London Stock Exchange Limited in London, England.

       (v) "Participant" means an Eligible Employee to whom a Right is
granted pursuant to the Plan or, if applicable, such other person who holds
an outstanding Right granted under the Plan.

       (w) "Plan" means this 1998 Employee Stock Purchase Plan.

       (x) "Right" means a stock option granted pursuant to the Plan.

       (y) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3 as in effect with respect to the Company at the
time discretion is being exercised regarding the Plan.

       (z) "Securities Act" means the United States Securities Act of 1933,
as amended.

       (aa) "Share" means an ADS of the Company, as evidenced by an ADR of
the Company.

       (bb) "Subsidiary" means a company which is both under the Control of
the Company and which is a subsidiary of the Company within the meaning of
Section 736 of the Companies Act.

3.     ADMINISTRATION.

       (a) The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in subparagraph 3(c).
Whether or not the Board has delegated administration, the Board shall have
the final power to determine all questions of policy and expediency that
may arise in the administration of the Plan.

       (b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

           (i) To determine when and how Rights to purchase Shares shall be
granted and the provisions of each offering of such Rights (which need not
be identical).

           (ii) To designate from time to time which Affiliates of the
Company shall be eligible to participate in the Plan.

           (iii) To construe and interpret the Plan and Rights granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan, in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully
effective.

           (iv) To amend the Plan as provided in paragraph 14.

           (v) Generally, to exercise such powers and to perform such acts
as the Board deems necessary or expedient to promote the best interests of
the Company and its Affiliates and to carry out the intent that the Plan be
treated as an Employee Stock Purchase Plan.

       (c) The Board may delegate administration of the Plan to a Committee
of the Board composed of two (2) or more members, all of the members of
which Committee may be, in the discretion of the Board, Non-Employee
Directors and/or Outside Directors. If administration is delegated to a
Committee, the Committee shall have, in connection with the administration
of the Plan, the powers theretofore possessed by the Board, including the
power to delegate to a subcommittee of two (2) or more Outside Directors
any of the administrative powers the Committee is authorized to exercise
(and references in this Plan to the Board shall thereafter be to the
Committee or such a subcommittee), subject, however, to such resolutions,
not inconsistent with the provisions of the Plan, as may be adopted from
time to time by the Board. The Board may abolish the Committee at any time
and revest in the Board the administration of the Plan.

4. SHARES SUBJECT TO THE PLAN.

       (a) Subject to the provisions of paragraph 13 relating to
adjustments upon changes in securities, the Shares that may be sold
pursuant to Rights granted under the Plan shall not exceed in the aggregate
two million two hundred fifty thousand (2,250,000) Shares, representing
nine million (9,000,000) Ordinary Shares. If any Right granted under the
Plan shall for any reason terminate without having been exercised, the
Shares not purchased under such Right shall again become available for the
Plan.

       (b) The Shares subject to the Plan may be unissued Shares or Shares
that have been bought on the open market at prevailing market prices or
otherwise.

       (c) No Right shall be granted if, as a result, the aggregate number
of Ordinary Shares represented by the number of Shares issued or issuable
pursuant to grants made under this Plan plus the aggregate number of
Ordinary Shares issued or issuable pursuant to grants made under the
Company's 1994 Savings Related Share Option Scheme, the Company's 1994
Unapproved Executive Share Option Scheme and the Company's 1994 Executive
Share Option Scheme and pursuant to grants or appropriations made during
the ten (10) years preceding such Date of Grant under all other share
schemes (including non-approved, savings-related and profit sharing
schemes) established after Admission by the Company would exceed ten
percent (10%) of the issued share capital of the Company on that Date of
Grant. For the avoidance of doubt, Shares and Ordinary Shares which shall
have been the subject of options or rights granted under any other share
scheme or plan which have lapsed shall not be taken into account for the
purposes of this subparagraph 4(c).

5.     GRANT OF RIGHTS; OFFERING.

       (a) The Board or the Committee may from time to time grant or
provide for the grant of Rights to purchase Shares of the Company under the
Plan to Eligible Employees (an "Offering") on a date or dates (the
"Offering Date(s)") selected by the Board or the Committee. Each Offering
shall be in such form and shall contain such terms and conditions as the
Board or the Committee shall deem appropriate, which shall comply with the
requirements of Section 423(b)(5) of the Code that all Employees granted
Rights to purchase Shares under the Plan shall have the same rights and
privileges. The terms and conditions of an Offering shall be incorporated
by reference into the Plan and treated as part of the Plan. The provisions
of separate Offerings need not be identical, but each Offering shall
include (through incorporation of the provisions of this Plan by reference
in the document comprising the Offering or otherwise) the period during
which the Offering shall be effective, which period shall not exceed
twenty-seven (27) months beginning with the Offering Date, and the
substance of the provisions contained in paragraphs 6 through 9, inclusive.

       (b) If an Employee has more than one Right outstanding under the
Plan, unless he or she otherwise indicates in agreements or notices
delivered hereunder: (i) each agreement or notice delivered by that
Employee will be deemed to apply to all of his or her Rights under the
Plan, and (ii) an earlier-granted Right (or a Right with a lower exercise
price, if two Rights have identical grant dates) will be exercised to the
fullest possible extent before a later-granted Right (or a Right with a
higher exercise price if two Rights have identical grant dates) will be
exercised.

6.     ELIGIBILITY.

       (a) Rights may be granted only to Employees. Except as provided in
subparagraph 6(b), an Employee shall not be eligible to be granted Rights
under the Plan unless, on the Offering Date, such Employee has been in the
employ of the Affiliate for such continuous period preceding such grant as
the Board or the Committee may require, but in no event shall the required
period of continuous employment be equal to or greater than two (2) years.

       (b) The Board or the Committee may provide that each person who,
during the course of an Offering, first becomes an Eligible Employee will,
on a date or dates specified in the Offering which coincides with the day
on which such person becomes an Eligible Employee or which occurs
thereafter, receive a Right under that Offering, which Right shall
thereafter be deemed to be a part of that Offering. Such Right shall have
the same characteristics as any Rights originally granted under that
Offering, as described herein, except that:

           (i) the date on which such Right is granted shall be the
"Offering Date" of such Right for all purposes, including determination of
the exercise price of such Right;

           (ii) the period of the Offering with respect to such Right shall
begin on its Offering Date and end coincident with the end of such
Offering; and

           (iii) the Board or the Committee may provide that if such person
first becomes an Eligible Employee within a specified period of time before
the end of the Offering, he or she will not receive any Right under that
Offering.

       (c) No Employee shall be eligible for the grant of any Rights under
the Plan if, immediately after any such Rights are granted, such Employee
owns stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or of any
Affiliate. For purposes of this subparagraph 6(c), the rules of Section
424(d) of the Code shall apply in determining the stock ownership of any
Employee, and stock which such Employee may purchase under all outstanding
rights and options shall be treated as stock owned by such Employee.

       (d) An Eligible Employee may be granted Rights under the Plan only
if such Rights, together with any other Rights granted under all Employee
Stock Purchase Plans of the Company and any Affiliates, as specified by
Section 423(b)(8) of the Code, do not permit such Eligible Employee's
rights to purchase Shares of the Company or any Affiliate to accrue at a
rate which exceeds twenty five thousand dollars ($25,000) of the fair
market value of such Shares (determined at the time such Rights are
granted) for each calendar year in which such Rights are outstanding at any
time.

       (e) The Board may provide in an Offering that Employees who are
highly compensated Employees within the meaning of Section 423(b)(4)(D) of
the Code shall not be eligible to participate.

7.     RIGHTS; PURCHASE PRICE.

       (a) On each Offering Date, each Participant, pursuant to an Offering
made under the Plan, shall be granted the Right to purchase up to the
number of Shares purchasable either:

           (i) with a percentage designated by the Board or the Committee
not exceeding fifteen percent (15%) of such Employee's Earnings (as defined
by the Board or the Committee in each Offering) during the period which
begins on the Offering Date (or such later date as the Board or the
Committee determines for a particular Offering) and ends on the date stated
in the Offering, which date shall be no later than the end of the Offering;
or

           (ii) with a maximum dollar amount designated by the Board or the
Committee that, as the Board or the Committee determines for a particular
Offering, (1) shall be withheld, in whole or in part, from such Employee's
Earnings (as defined by the Board or the Committee in each Offering) during
the period which begins on the Offering Date (or such later date as the
Board or the Committee determines for a particular Offering) and ends on
the date stated in the Offering, which date shall be no later than the end
of the Offering and/or (2) shall be contributed, in whole or in part, by
such Employee during such period.

       (b) The Board or the Committee shall establish one or more dates
during an Offering (the "Purchase Date(s)") on which Rights granted under
the Plan shall be exercised and purchases of Shares carried out in
accordance with such Offering.

       (c) In connection with each Offering made under the Plan, the Board
or the Committee may specify a maximum amount of Shares that may be
purchased by any Participant as well as a maximum aggregate amount of
Shares that may be purchased by all Participants pursuant to such Offering.
In addition, in connection with each Offering that contains more than one
Purchase Date, the Board or the Committee may specify a maximum aggregate
amount of Shares which may be purchased by all Participants on any given
Purchase Date under the Offering. If the aggregate purchase of Shares upon
exercise of Rights granted under the Offering would exceed any such maximum
aggregate amount, the Board or the Committee shall make a pro rata
allocation of the Shares available in as nearly a uniform manner as shall
be practicable and as it shall deem to be equitable.

       (d) The purchase price of Shares acquired pursuant to Rights granted
under the Plan shall be not less than the lesser of:

           (i) an amount equal to eighty-five percent (85%) of the fair
market value of the Shares on the Offering Date; or

           (ii) an amount equal to eighty-five percent (85%) of the fair
market value of the Shares on the Purchase Date.

8.     PARTICIPATION; WITHDRAWAL; TERMINATION.

       (a) An Eligible Employee may become a Participant in the Plan
pursuant to an Offering by delivering a participation agreement to the
Company within the time specified in the Offering, in such form as the
Company provides. Each such agreement shall authorize payroll deductions of
up to the maximum percentage specified by the Board or the Committee of
such Employee's Earnings during the Offering (as defined by the Board or
Committee in each Offering). The payroll deductions made for each
Participant shall be credited to a bookkeeping account for such Participant
under the Plan and either may be deposited with the general funds of the
Company or may be deposited in a separate account in the name of, and for
the benefit of, such Participant with a financial institution designated by
the Company. If the payroll deductions are deposited with a financial
institution, the payment of interest, if any, on such funds shall be made
by the financial institution directly to the Participant's separate
account. To the extent provided in the Offering, a Participant may reduce
(including to zero) or increase such payroll deductions. To the extent
provided in the Offering, a Participant may begin such payroll deductions
after the beginning of the Offering. A Participant may make additional
payments into his or her account only if specifically provided for in the
Offering and only if the Participant has not already had the maximum
permitted amount withheld during the Offering.

       (b) At any time during an Offering, a Participant may terminate his
or her payroll deductions under the Plan and withdraw from the Offering by
delivering to the Company a notice of withdrawal in such form as the
Company provides. Such withdrawal may be elected at any time prior to the
end of the Offering except as provided by the Board or the Committee in the
Offering. Upon such withdrawal from the Offering by a Participant, the
Company shall distribute to such Participant all of his or her accumulated
payroll deductions (reduced to the extent, if any, such deductions have
been used to acquire Shares for the Participant) under the Offering, with
or without interest as specified in the Offering, and such Participant's
interest in that Offering shall be automatically terminated. A
Participant's withdrawal from an Offering will have no effect upon such
Participant's eligibility to participate in any other Offerings under the
Plan but such Participant will be required to deliver a new participation
agreement in order to participate in subsequent Offerings under the Plan.

       (c) Rights granted pursuant to any Offering under the Plan shall
terminate immediately upon cessation of any participating Employee's
employment with the designated Affiliate for any reason (subject to any
post-employment participation period required by law) or other lack of
eligibility. The Company shall distribute to such terminated Employee all
of his or her accumulated payroll deductions (reduced to the extent, if
any, such deductions have been used to acquire Shares for the terminated
Employee) under the Offering, with or without interest as specified in the
Offering. If the accumulated payroll deductions have been deposited with
the Company's general funds, then the distribution shall be made from the
general funds of the Company, without interest. If the accumulated payroll
deductions have been deposited in a separate account with a financial
institution as provided in subparagraph 8(a), then the distribution shall
be made from the separate account, either with or without accumulated
interest as specified in the Offering.

       (d) Rights granted under the Plan shall not be transferable by a
Participant otherwise than by will or the laws of descent and distribution,
or by a beneficiary designation as provided in paragraph 15 and, otherwise
during his or her lifetime, shall be exercisable only by the person to whom
such Rights are granted.

9.     EXERCISE.

       (a) On each Purchase Date specified therefor in the relevant
Offering, each Participant's accumulated payroll deductions and other
additional payments specifically provided for in the Offering (without any
increase for interest) will be applied to the purchase of Shares up to the
maximum amount of Shares permitted pursuant to the terms of the Plan and
the applicable Offering, at the purchase price specified in the Offering.
No fractional Shares shall be issued upon the exercise of Rights granted
under the Plan unless specifically provided for in the Offering.

       (b) Unless otherwise specifically provided in the Offering, the
amount, if any, of accumulated payroll deductions remaining in any
Participant's account after the purchase of Shares on a Purchase Date shall
be distributed in full to the Participant after such Purchase Date. If the
accumulated payroll deductions have been deposited with the Company's
general funds, then the distribution shall be made from the general funds
of the Company, without interest. If the accumulated payroll deductions
have been deposited in a separate account with a financial institution as
provided in subparagraph 8(a), then the distribution shall be made from the
separate account, either with or without accumulated interest as specified
in the Offering.

       (c) No Rights granted under the Plan may be exercised to any extent
unless the Shares to be issued upon such exercise under the Plan (including
Rights granted thereunder) are covered by an effective registration
statement pursuant to the Securities Act and the Plan is in material
compliance with all applicable state, foreign and other securities and
other laws applicable to the Plan. If on a Purchase Date in any Offering
hereunder the Plan is not so registered or in such compliance, no Rights
granted under the Plan or any Offering shall be exercised on such Purchase
Date, and the Purchase Date shall be delayed until the Plan is subject to
such an effective registration statement and such compliance, except that
the Purchase Date shall not be delayed more than twelve (12) months and the
Purchase Date shall in no event be more than twenty-seven (27) months from
the Offering Date. If, on the Purchase Date of any Offering hereunder, as
delayed to the maximum extent permissible, the Plan is not registered and
in such compliance, no Rights granted under the Plan or any Offering shall
be exercised and all payroll deductions accumulated during the Offering
(reduced to the extent, if any, such deductions have been used to acquire
Shares) shall be distributed to the Participants, with or without interest
as specified in the Offering. If the accumulated payroll deductions have
been deposited with the Company's general funds, then the distribution
shall be made from the general funds of the Company, without interest. If
the accumulated payroll deductions have been deposited in a separate
account with a financial institution as provided in subparagraph 8(a), then
the distribution shall be made from the separate account, either with or
without accumulated interest as specified in the Offering.

10.    COVENANTS OF THE COMPANY.

       (a) During the terms of the Rights granted under the Plan, the
Company shall ensure that the amount of Shares required to satisfy such
Rights are available.

       (b) The Company shall seek to obtain from each federal, state,
foreign or other regulatory commission or agency having jurisdiction over
the Plan such authority as may be required to issue and sell Shares upon
exercise of the Rights granted under the Plan. If, after reasonable
efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems
necessary for the lawful issuance and sale of Shares under the Plan, the
Company shall be relieved from any liability for failure to issue and sell
Shares upon exercise of such Rights unless and until such authority is
obtained.

11.    USE OF PROCEEDS FROM SHARES.

       Proceeds from the sale of Shares pursuant to Rights granted under
the Plan shall constitute general funds of the Company.

12.    RIGHTS AS A SHAREHOLDER.

       A Participant shall not be deemed to be the holder of, or to have
any of the rights of a holder with respect to, Shares subject to Rights
granted under the Plan unless and until the Participant's Shares acquired
upon exercise of Rights under the Plan are recorded in the books of the
Company.

13.    ADJUSTMENTS UPON CHANGES IN SECURITIES.

       (a) If any change is made in the Shares subject to the Plan, or
subject to any Right, without the receipt of consideration by the Company
(through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash,
stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving
the receipt of consideration by the Company), the Plan will be
appropriately adjusted in the class(es) and maximum number of Shares
subject to the Plan pursuant to subparagraph 4(a), and the outstanding
Rights will be appropriately adjusted in the class(es), number of Shares
and purchase limits of such outstanding Rights. Such adjustments shall be
made by the Board, the determination of which shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company
shall not be treated as a transaction that does not involve the receipt of
consideration by the Company.)

       (b) In the event of: (i) a dissolution, liquidation, or sale of all
or substantially all of the assets of the Company; (ii) a merger or
consolidation in which the Company is not the surviving corporation; or
(iii) a reverse merger in which the Company is the surviving corporation
but the Ordinary Shares outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form
of securities, cash or otherwise, then: (1) any surviving or acquiring
corporation shall assume Rights outstanding under the Plan or shall
substitute similar rights (including a right to acquire the same
consideration paid to Shareholders in the transaction described in this
subparagraph 13(b)) for those outstanding under the Plan, or (2) in the
event any surviving or acquiring corporation refuses to assume such Rights
or to substitute similar rights for those outstanding under the Plan, then,
as determined by the Board in its sole discretion such Rights may continue
in full force and effect or the Participants' accumulated payroll
deductions (exclusive of any accumulated interest which cannot be applied
toward the purchase of Shares under the terms of the Offering) may be used
to purchase Shares immediately prior to the transaction described above
under the ongoing Offering and the Participants' Rights under the ongoing
Offering thereafter terminated.

14.    AMENDMENT OF THE PLAN.

       (a) The Board at any time, and from time to time, may amend the
Plan. However, except as provided in paragraph 13 relating to adjustments
upon changes in securities and except as to minor amendments to benefit the
administration of the Plan, to take account of a change in legislation or
to obtain or maintain favorable tax, exchange control or regulatory
treatment for Participants or the Company or any Subsidiary, no amendment
shall be effective unless approved by the shareholders of the Company to
the extent shareholder approval is necessary for the Plan to satisfy the
requirements of Section 423 of the Code, Rule 16b-3 under the Exchange Act
and any London Stock Exchange, Nasdaq or other securities exchange listing
requirements. Currently under United States law, shareholder approval
within twelve (12) months before or after the adoption of the amendment is
required where the amendment will:

           (i) Increase the amount of Shares reserved for Rights under the
Plan;

           (ii) Modify the provisions as to eligibility for participation
in the Plan to the extent such modification requires shareholder approval
in order for the Plan to obtain employee stock purchase plan treatment
under Section 423 of the Code or to comply with the requirements of Rule
16b-3; or

           (iii) Modify the Plan in any other way if such modification
requires shareholder approval in order for the Plan to obtain employee
stock purchase plan treatment under Section 423 of the Code or to comply
with the requirements of Rule 16b-3.

              In addition, shareholder approval is required by the
regulations of the London Stock Exchange Limited for any amendment to the
advantage of Participants in respect to the following: eligibility to
participate in the Plan; limits on the amount of Shares which may be issued
pursuant to the Plan; the maximum entitlement of individual Participants
under the Plan; the adjustments of awards under the Plan on a variation of
share capital; and the restrictions on vesting and release of Rights except
as to minor amendments to benefit the administration of the Plan, to take
account of a change in legislation or to obtain or maintain favorable tax,
exchange control or regulatory treatment for Participants or the Company or
any Subsidiary.

              It is expressly contemplated that the Board may amend the
Plan in any respect the Board deems necessary or advisable to provide
Employees with the maximum benefits provided or to be provided under the
provisions of the Code and the regulations promulgated thereunder relating
to Employee Stock Purchase Plans and/or to bring the Plan and/or Rights
granted under it into compliance therewith.

       (b) Rights and obligations under any Rights granted before amendment
of the Plan shall not be impaired by any amendment of the Plan, except with
the consent of the person to whom such Rights were granted, or except as
necessary to comply with any laws or governmental regulations, or except as
necessary to ensure that the Plan and/or Rights granted under the Plan
comply with the requirements of Section 423 of the Code.

15.    DESIGNATION OF BENEFICIARY.

       (a) A Participant may file a written designation of a beneficiary
who is to receive any Shares and/or cash, if any, from the Participant's
account under the Plan in the event of such Participant's death subsequent
to the end of an Offering but prior to delivery to the Participant of such
Shares and cash. In addition, a Participant may file a written designation
of a beneficiary who is to receive any cash from the Participant's account
under the Plan in the event of such Participant's death during an Offering.

       (b) The Participant may change such designation of beneficiary at
any time by written notice. In the event of the death of a Participant and
in the absence of a beneficiary validly designated under the Plan who is
living at the time of such Participant's death, the Company shall deliver
such Shares and/or cash to the executor or administrator of the estate of
the Participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its sole discretion, may
deliver such Shares and/or cash to the spouse or to any one or more
dependents or relatives of the Participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company
may designate.

16. TERMINATION OR SUSPENSION OF THE PLAN.

       (a) The Board in its discretion may suspend or terminate the Plan at
any time. Unless sooner terminated, the Plan shall terminate on May 28,
2008, which is within ten (10) years from the date the Plan was approved by
the shareholders of the Company, or if sooner, at the time that all of the
Shares subject to the Plan's reserve, as increased and/or adjusted from
time to time, have been issued under the terms of the Plan. No Rights may
be granted under the Plan while the Plan is suspended or after it is
terminated.

       (b) Rights and obligations under any Rights granted while the Plan
is in effect shall not be impaired by suspension or termination of the
Plan, except as expressly provided in the Plan or with the consent of the
person to whom such Rights were granted, or except as necessary to comply
with any laws or governmental regulation, or except as necessary to ensure
that the Plan and/or Rights granted under the Plan comply with the
requirements of Section 423 of the Code.

17.    EFFECTIVE DATE OF PLAN.

       The Plan shall become effective as determined by the Board, but no
Rights granted under the Plan shall be exercised unless and until the Plan
has been approved by the shareholders of the Company within twelve (12)
months before or after the date the Plan is adopted by the Board or the
Committee, which date may be prior to the effective date set by the Board.