
                                                                 Exhibit 10-35








                                 RULES OF THE


                                  ACC CORP.

                           1996 UK SHARESAVE SCHEME


                    Adopted by the Board on August 5, 1996

               Approved by the Inland Revenue on July 11, 1996
                            under Ref SRS 1768/RC








                               Arthur Andersen
                               1 Surrey Street
                               London WC2R 2PS

                              Tel: 0171 438 3000


<PAGE>

                                   CONTENTS

                                                                          Page


1.      DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

2.      APPLICATION FOR OPTIONS. . . . . . . . . . . . . . . . . . . . . .   7

3.      SCALING DOWN . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

4.      GRANT OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . .  10

5.      NUMBER OF SHARES IN RESPECT OF WHICH OPTIONS
        MAY BE GRANTED . . . . . . . . . . . . . . . . . . . . . . . . . .  10

6.      RIGHTS OF EXERCISE AND LAPSE OF OPTIONS. . . . . . . . . . . . . .  11

7.      TAKEOVER, RECONSTRUCTIONS AND AMALGAMATION,
        AND WINDING UP . . . . . . . . . . . . . . . . . . . . . . . . . .  13

8.      MANNER OF EXERCISE . . . . . . . . . . . . . . . . . . . . . . . .  16

9.      ISSUE OR TRANSFER OF SHARES. . . . . . . . . . . . . . . . . . . .  16

10.     ADJUSTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

11.     ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . .  18

12.     ALTERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

13.     GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20


<PAGE>

                            RULES OF THE ACC Corp.


                           1996 UK SHARESAVE SCHEME

1.      DEFINITIONS

1.1     In this Scheme, the following words and expressions shall have,
        where the context so admits, the meanings set forth below:-


        "Appropriate Period"      the meaning given by Paragraph 15(2)
                                  of Schedule 9 to the Taxes Act;

        "Associated Company"      in relation to the Company:-

                                  (A)  any company which has Control of
                                       the Company;

                                  (B)  any company which is under the
                                       Control of any company referred
                                       to in (A) above;

        "Auditors"                the auditors of the Company for the
                                  time being or in the event of there
                                  being joint auditors such one of them
                                  as the Board shall select;

        Board"                    the board of directors for the time
                                  being of the Company or a duly
                                  authorised committee thereof;

        "Bonus"                   any sum by way of terminal bonus
                                  payable under a Savings Contract being
                                  the additional payment made when
                                  repaying contributions made under such
                                  a Savings Contract;

        "Bonus Date"              where repayments under the relevant
                                  Savings Contract are taken as
                                  including the Maximum Bonus, the
                                  earliest date on which the Maximum
                                  Bonus is payable, where the repayments
                                  under the relevant Savings Contract
                                  are taken as including the Standard
                                  Bonus, the earliest day on which the
                                  Standard Bonus is payable and in any
                                  other case the earliest day on which
                                  the Lower Bonus is payable under the
                                  Savings Contract;

        "Close Company"           a close company as defined in
                                  section 414(1) of the Taxes Act, as
                                  varied by Paragraph 8 of Schedule 9 to
                                  the Taxes Act;

        "the Company"             ACC Corp. (a Delaware USA
                                  corporation);

        "Control"                 has the meaning given by section 840
                                  of the Taxes Act;

        "Date of Grant"           the date on which an Option is
                                  granted;

        "Date of Invitation"      the date on which the Grantor invites
                                  applications for Options;

        "Dealing Day"             any day on which NASDAQ is open for
                                  the transaction of business;

        "Eligible Employee"       (A) any individual who at the date of
                                  Grant:-

                                       (1)  is an executive director or
                                            employee of a Participating
                                            Company; and

                                       (2)  is chargeable to tax in
                                            respect of his office or
                                            employment under Case I of
                                            Schedule E of the Taxes Act;
                                            and

                                       (3)  has been such an executive
                                            director or employee of a
                                            Participating Company for
                                            such qualifying period (if
                                            any) (being a period
                                            commencing not earlier than
                                            5 years prior to the Date of
                                            Grant) as the Board may
                                            determine; or

                                  (B)  any other individual who is
                                       nominated by the Board as an
                                       executive director or employee of
                                       a Participating Company (or is
                                       nominated as a member of a
                                       category of such executive
                                       directors and employees) but in
                                       all cases excluding any person
                                       who is prohibited from
                                       participating by reason of the
                                       provisions of Paragraph 8 of
                                       Schedule 9 to the Taxes Act;

        "Employees' Share Scheme" the meaning given by Section 743 of
                                  the Companies Act 1985;

        "Exercise Price"          the total amount payable in relation
                                  to the exercise of an Option, whether
                                  in whole or in part, being an amount
                                  equal to the relevant Option Price
                                  multiplied by the number of Shares in
                                  respect of which the Option is
                                  exercised;

        "Grant Period"            the period of 42 days commencing on
                                  any of the following:

                                  (A)  the day on which the Scheme is
                                       approved by the Inland Revenue;

                                  (B)  prior to the admission of the
                                       Shares to the Daily Official List
                                       of the London Stock Exchange, any
                                       day determined by the Board;

                                  (C)  the day on which any Shares are
                                       first admitted to the Daily
                                       Official List of the London Stock
                                       Exchange;

                                  (D)  the day immediately following the
                                       day on which the Company makes an
                                       announcement of its results for
                                       the last preceding financial
                                       year, half-year or other period;

                                  (E)  the day on which the Board
                                       resolves that exceptional
                                       circumstances exist which justify
                                       the grant of Options;

                                  (F)  any day on which any change to
                                       the legislation affecting
                                       savings-related share option
                                       schemes approved by the Inland
                                       Revenue under the Taxes Act is
                                       proposed or made;

                                  (G)  any day on which a new Savings
                                       Contract prospectus is announced
                                       or takes effect;

        "Grantor"                 either:-

                                  (A)  the Board in respect of Options
                                       granted or to be granted by the
                                       Company; or

                                  (B)  the Trustees in respect of
                                       Options granted or to be granted
                                       by the Trustees;

        "London Stock Exchange"   the London Stock Exchange Limited;

        "Lower Bonus"             the Bonus payable at the end of a
                                  period of three years from the
                                  commencement of a Savings Contract;

        "Market Value"            in relation to a Share on any day:-

                                  (A)  if and so long as the shares are
                                       listed on the London Stock
                                       Exchange its middle market
                                       quotation (as derived from the
                                       Daily Official List of the London
                                       Stock Exchange);

                                  (B)  subject to (A) above, its market
                                       value determined in accordance
                                       with Part VIII of the Taxation of
                                       Chargeable Gains Act 1992 and
                                       agreed in advance with the Shares
                                       Valuation Division of the Inland
                                       Revenue;

        "Material Interest"       the meaning given by Section 187(3) of
                                  the Taxes Act,

        "Maximum Bonus"           the Bonus payable at the end of a
                                  period of seven years from the
                                  commencement of a Savings Contract;

        "Maximum Contribution"    the lesser of:

                                  (A)  such maximum monthly contribution
                                       as may be permitted pursuant to
                                       Paragraph 24 of Schedule 9 to the
                                       Taxes Act or, if less, 250 pounds
                                       per month; or

                                  (B)  such maximum monthly contribution
                                       as may be determined from time to
                                       time by the Board;

        "Member of a Consortium"  the meaning given by Section 187(7) of
                                  the Taxes Act;

        "Monthly Contributions"   monthly contributions agreed to be
                                  paid by a Participant under his
                                  Savings Contract;

        "NASDAQ"                  National Association of Securities
                                  Dealers, Inc's Automated Quotation
                                  System;

        "Option"                  a right to acquire Shares under the
                                  Scheme which is either subsisting or
                                  is proposed to be granted;

        "Option Price"            the price per Share, as determined by
                                  the Grantor, at which an Eligible
                                  Employee may acquire Shares upon the
                                  exercise of an Option granted to him
                                  being not less than:

                                  (A)  85 per cent. of the Market Value
                                       of a Share on the Dealing Day two
                                       days prior to the Date of
                                       Invitation (or, if the Grantor so
                                       determines, 85 per cent. of the
                                       average of the Market Values on
                                       the three Dealing Days
                                       immediately preceding the Date of
                                       Invitation or 85 per cent. of the
                                       Market Value at such other time
                                       or times as may be previously
                                       agreed in writing with the Inland
                                       Revenue); and

                                  (B)  if the Shares are to be
                                       subscribed, their nominal value;

                                  expressed in US $ but subject to any
                                  adjustment pursuant to Rule 10;

        "Participant"             any Eligible Employee to whom an
                                  Option has been granted, or (where the
                                  context so admits) the personal
                                  representative(s) of any such person;

        "Participating Company"   (A)  the Company; and


                                  (B)  any other company which is under
                                       the Control of the Company, is a
                                       Subsidiary of the Company and
                                       which has been expressly
                                       designated by the Board as being
                                       a Participating Company;

        "Pensionable Age"         age (60) sixty;

        "Savings Contract"        a contract under a certified
                                  contractual savings scheme (within the
                                  meaning of Section 326 of the Taxes
                                  Act) approved by the Inland Revenue
                                  for the purpose of Schedule 9 to that
                                  Act;

        "Scheme"                  the ACC Corporation 1996 UK Sharesave
                                  Scheme in its present form or as from
                                  time to time amended in accordance
                                  with the provisions hereof;

        "Share"                   a share of Class A common stock of the
                                  Company par value US $.015 per share
                                  which satisfies paragraphs 10 to 14 of
                                  Schedule 9 to the Taxes Act;

        "Standard Bonus"          the Bonus payable at the end of a
                                  period of five years from the
                                  commencement of a Savings Contract;

        "Subsidiary"              a company as defined by Section 736 of
                                  the Companies Act 1985;

        "Taxes Act"               the Income and Corporation Taxes Act
                                  1988; and

        "Trustees"                the trustee or trustees for the time
                                  being of any employee benefit trust
                                  established for the benefit of
                                  beneficiaries including all or
                                  substantially all of the Eligible
                                  Employees.

1.2     Words and expressions not otherwise defined herein have the same
        meaning they have in the Taxes Act. 

1.3     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.

1.4     References in the rules of the Scheme to any statutory provisions
        are to those provisions as amended, extended or re-enacted from
        time to time and shall include any regulations made thereunder. 
        The Interpretation Act 1978 shall apply to these rules mutatis
        mutandis as if they were an Act of Parliament.

1.5     The headings in the rules of the Scheme are for the sake of
        convenience only and should be ignored when construing the rules.

2.      APPLICATION FOR OPTIONS

2.1     The Grantor may, with the prior written approval of the Board,
        during any Grant Period, invite applications for Options at the
        Option Price from Eligible Employees.  Any such invitation shall
        be in writing and shall include details of:

        2.1.1     eligibility;

        2.1.2     the Option Price expressed in US $;

        2.1.3     the date by which applications made pursuant to
                  Rule 2.3 must be received, (being neither earlier than
                  14 days nor later than 25 days after the Date of
                  Invitation); and

        2.1.4     whether, for the purposes of determining the number of
                  Shares over which an Option is to be granted, Eligible
                  Employees may elect for the repayment under the Savings
                  Contract to be taken:-

                  2.1.4.1 as including the Maximum Bonus;


                  2.1.4.2 as including the Standard Bonus;


                  2.1.4.3 as including the Lower Bonus;


                  2.1.4.4 as not including a Bonus; and

                  and the Grantor may determine and include in the
                  invitation details of the maximum number of Shares over
                  which Options are to be granted in that Grant Period.

2.2     Each application for an Option must incorporate or be accompanied
        by a proposal for a Savings Contract.

2.3     An application for an Option shall be in writing in such form as
        the Board may from time to time prescribe save that it shall
        provide for the applicant to state:-

        2.3.1   the Monthly Contribution (being a multiple of l pound and not
                less than 5 pounds) which he wishes to make under the related
                Savings Contract;

        2.3.2   that his proposed Monthly Contributions (when taken
                together with any Monthly Contribution he makes under
                any other Savings Contract) will not exceed the Maximum
                Contribution;

        2.3.3   if (as contemplated by Rule 2.1.4) Eligible Employees
                may elect for the repayment under the Savings Contract
                to be taken as including the Maximum Bonus, the Standard
                Bonus, the Lower Bonus or as not including a Bonus, his
                election in that respect.

2.4     Each application for an Option shall provide that, in the event
        of excess applications, each application shall be deemed to have
        been modified or withdrawn in accordance with the steps taken by
        the Grantor to scale down applications pursuant to Rule 3.

2.5     Proposals for a Savings Contract shall be limited to such bank or
        building society as the Board may designate.

2.6     Each application shah be deemed to be for an Option over the
        largest whole number of Shares which can be acquired at the
        Option Price with the expected repayment (including any relevant
        Bonus) under the related Savings Contract at the appropriate
        Bonus Date.

3.      SCALING DOWN

3.1     If valid applications are received for a total number of Shares
        in excess of any maximum number of Shares determined by the
        Grantor pursuant to Rule 2.1 or any limitation under Rule 5, the
        Grantor shall (with the prior written approval of the Board)
        scale down applications by taking, at its absolute discretion,
        one of the following steps until the number of Shares available
        equals or exceeds the number of Shares applied for (provided
        always that in reducing the number of Shares applied for, any
        adjustments shall ensure that an Eligible Employee's Monthly
        Contribution remains a multiple of l pound):

        3.1.1   by treating any elections for the Maximum Bonus as
                elections for the Standard Bonus and then, so far as
                necessary, by treating any elections for the Standard
                Bonus as an election for no Bonus and then, so far as
                necessary, by reducing the proposed Monthly
                Contributions pro rata to the excess over 5 pounds and then,
                so far as necessary, selecting by lot; or

        3.1.2   by treating each election for a Bonus as an election for
                no Bonus and then, so far as necessary, by reducing the
                proposed Monthly Contributions pro rata to the excess
                over 5 pounds and then, so far as necessary, selecting by lot;
                or

        3.1.3   by reducing the proposed Monthly Contributions pro rata
                to the excess over 5 pounds and then, so far as necessary
                selecting by lot.

3.2     If the number of Shares available is insufficient to enable an
        Option based on Monthly Contributions of 5 pounds a month to be granted
        to each Eligible Employee making a valid application, the Board
        may, as an alternative to selecting by lot, determine in its
        absolute discretion that no Options shall be granted.

3.3     If the Board so determines, the provisions in Rule 3.1.1, 3.1.2
        and 3.1.3 may be modified or applied in any manner as may be
        agreed in advance with the Inland Revenue.

3.4     If in applying the scaling down provisions contained in this
        Rule 3, Options cannot be granted within the 30 day period
        referred to in Rule 4.2 below, the Board may extend that period
        by 12 days regardless of the expiry of the relevant Grant Period.

4.      GRANT OF OPTIONS

4.1     No Option shall be granted to any person if:

        4.1.1   at the Date of Grant that person shall have ceased to be
                an Eligible Employee; or

        4.1.2   that person has or has had at any time within the 12
                month period preceding the Date of Grant a Material
                Interest in the issued ordinary share capital of a Close
                Company which is the Company or a company which has
                Control of the Company or is a Member of a Consortium
                which owns the Company.

4.2     Within 30 days of the first Dealing Day by reference to which the
        Option Price was fixed (which date shall be within a Grant
        Period) the Grantor with the prior consent of the Board may,
        subject to Rule 3 above, grant to each Eligible Employee who has
        submitted a valid application an Option in respect of the number
        of Shares for which he has applied.

4.3     The Grantor shall issue to each Participant an option certificate
        in such form (not inconsistent with the provisions of the Scheme)
        as the Board may from time to time prescribe.  Each such
        certificate shall specify the Date of Grant of the Option, the
        number of Shares over which the Option is granted, the Bonus Date
        and the Option Price.

4.4     Except as otherwise provided in these Rules, every Option shall
        be personal to the Participant to whom it is granted and shall
        not be transferable.

4.5     No amount shall be paid in respect of the grant of an Option.

5.      NUMBER OF SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED

5.1     The number of Shares which may be issued or issuable pursuant to
        Options granted under the Scheme on any day shall not, when added
        to the aggregate of the number of Shares which have been issued
        or remain issuable in the previous 10 years pursuant to rights
        obtained under the Scheme, exceed 100,000 Shares or such other
        number as has been determined by the Board.

6.      RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

6.1     6.1.1   Save as provided in Rules 6.2,6.3 and 6.4 and Rule 7, an
                Option may not be exercised earlier than the Bonus Date
                under the relevant Savings Contract.

        6.1.2   Save as provided in Rule 6.2, an Option shall not be
                exercisable later than 6 months after the Bonus Date
                under the relevant Savings Contract.

        6.1.3   Save as provided in Rules 6.2 and 6.3 and Rule 7, an
                Option may only be exercised by a Participant whilst he
                is a director or employee of a Participating Company, an
                Associated Company or a company over which the Company
                has Control.

        6.1.4   If, at the Bonus Date, a Participant holds an office or
                over which the Company has Control, such Option may be
                exercised within six months of the Bonus Date.

        6.1.5   An Option may not be exercised by a Participant if he
                has or has had at any time within the 12 month period
                preceding the date of exercise a Material Interest in
                the issued ordinary share capital of a Close Company
                which is the Company or a company which has Control of
                the Company or is a Member of a Consortium which owns
                the Company, nor may an Option be exercised by the
                personal representatives of the Participant if the
                Participant had such a Material Interest at the date of
                his death.

6.2     An Option may be exercised by the personal representatives of a
        deceased Participant:-

        6.2.1   within 12 months following the date of his death if such
                death occurs before the Bonus Date; or

        6.2.2   within 12 months following the Bonus Date in the event
                of his death within 6 months after the Bonus Date.

6.3     Subject to Rule 6.1.2 an Option may be exercised by a Participant
        within 6 months following his ceasing to hold the office or
        employment by virtue of which he is eligible to participate in
        the Scheme by reason of:

        6.3.1   injury, disability, redundancy within the meaning of the
                Employment Protection (Consolidation) Act 1978 or the
                Contracts of Employment and Redundancy Payments Act
                (Northern Ireland) 1965, or retirement on reaching
                Pensionable Age or at any other age at which he is bound
                to retire in accordance with the terms of his contract
                of employment; or

        6.3.2   his office or employment being in a company of which the
                Company ceases to have Control; or

        6.3.3   the transfer or sale of the undertaking or
                part-undertaking in which he is employed to a person who
                is neither an Associated Company nor a company under the
                Control of the Company;

        6.3.4   retirement at any age at which he is entitled to retire
                in accordance with the terms of his contract of
                employment (other than at Pensionable Age or any age at
                which he is bound to retire), early retirement with the
                agreement of his employer, or pregnancy, in each case
                only if such cessation of office or employment is more
                than 3 years after the Date of Grant of the Option; or

        6.3.5   cessation of employment in circumstances other than
                those mentioned in 6.3.1 to 6.3.4 above, after the Bonus
                Date.

        For the purposes of the Scheme, a woman who leaves employment due
        to pregnancy will be regarded as having left the employment on
        the earliest of the date she notifies her employer of her
        intention not to return, the last day of the 29 week period of
        confinement and any other date specified by the terms of her
        office or employment with her employer.

6.4     Subject to Rule 6.1.2 an Option may be exercised by a Participant
        within 6 months following the date he reaches Pensionable Age if
        he continues after that date to hold the office or employment by
        virtue of which he is eligible to participate in the Scheme.

6.5     No person shall be treated for the purposes of Rule 6.3 as
        ceasing to hold an office or employment by virtue of which that
        person is eligible to participate in the Scheme until that person
        ceases to hold any office or employment in the Company, any
        Associated Company or any company of which the Company has
        Control.

6.6     Options shall lapse upon the occurrence of the earliest of the
        following events:

        6.6.1   subject to 6.6.2 below, 6 months after the Bonus Date;

        6.6.2   where the Participant dies before the Bonus Date, 12
                months after the date of death, and where the
                Participant dies in the period of 6 months after the
                Bonus Date, 12 months after the Bonus Date;

        6.6.3   the expiry of any of the 6 month periods specified in
                Rule 6.3.1 to 6.3.5 save that if at the time any such
                applicable periods expire time is running under the 12
                month periods specified in Rule 6.2, the Option shall
                not lapse by reason of this sub-rule 6.6 until the
                expiry of the relevant 12 month period in Rule 6.2;

        6.6.4   the expiry of any of the periods specified in Rules 7.1
                and 7.3 to 7.5 save where an Option is released in
                consideration of the grant of a New Option over New
                Shares in the Acquiring Company pursuant to Rule 7.6;

        6.6.5   the Participant ceasing to hold any office or employment
                with the Company or any Associated Company or any
                company over which the Company has Control in any
                circumstances other than those specified in Rules 6.2
                and 6.3 or ceasing to hold such office or employment for
                any reason during any of the periods specified in
                Rule 7;

        6.6.6   subject to Rule 7.5, the passing of an effective
                resolution, or the making of an order by the Court, for
                the winding-up of the Company;

        6.6.7   the Participant being deprived of the legal or
                beneficial ownership of the Option by operation of law,
                or doing anything or omitting to do anything which
                causes him to be so deprived or declared bankrupt; or

        6.6.8   where before an Option has become capable of being
                exercised, the Participant gives notice that he intends
                to stop paying Monthly Contributions, or is deemed under
                the terms of the Savings Contract to have given such
                notice, or makes an application for repayment of the
                Monthly Contributions.

7.      TAKEOVER, RECONSTRUCTIONS AND WINDING UP

7.1     Subject to Rule 7.3 if any person obtains Control of the Company
        as a result of making an offer to acquire Shares which is either
        unconditional or is made on a condition such that if it is
        satisfied the person making the offer will have Control of the
        Company, an Option may be exercised within 6 months of the time
        when the person making the offer has obtained Control of the
        Company and any condition subject to which the offer is made has
        been satisfied.

7.2     For the purpose of Rule 7.1 a person shall be deemed to have
        obtained Control of the Company if he and others acting in
        concert (as defined by the City Code on Takeovers and Mergers)
        with him have together obtained Control of it.

7.3     If any person becomes bound or entitled to acquire Shares under
        sections 428 to 430F of the Companies Act 1985 (or the
        equivalent, if any, in the US) an Option may be exercised at any
        time when that person remains so bound or entitled.

7.4     If under section 425 of the Companies Act 1985 (or the
        equivalent, if any, in the US) it is proposed that 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
        the Company shall give notice thereof to all Participants at the
        same time as it sends notices to members of the Company calling
        the meeting to consider such a compromise or arrangement.  The
        Participant may then exercise the Option subject to the terms of
        this Rule before the later of the expiry of six months from the
        date of such notice and the date on which the Court sanctions the
        compromise or arrangement and thereafter the Option shall lapse
        conditionally on such compromise or arrangement being sanctioned
        by the Court and becoming effective.  The exercise of an Option
        under this sub-rule shall be conditional on such compromise or
        arrangement being sanctioned by the Court and becoming effective. 
        After exercising the Option the Participant shall transfer or
        otherwise deal with the Shares issued to him so as to place him
        in the same position (so far as possible) as would have been the
        case if such shares had been subject to such compromise or
        arrangement.

7.5     If notice is duly given of a resolution for the voluntary
        winding-up of the Company, the Company shall give notice thereof
        to all Participants and thereafter an Option may be exercised
        until the resolution is duly passed or defeated or the meeting
        concluded or adjourned sine die provided that any such exercise
        of an Option pursuant to this sub-rule shall be conditional upon
        the said resolution being duly passed.  If such resolution is
        duly passed all Options shall, to the extent that they have not
        been exercised, lapse immediately.

7.6     If any company ("the Acquiring Company"):-

        7.6.1   obtains Control of the Company as a result of making:-

                7.6.1.1  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

                7.6.1.2  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;

                in either case ignoring any Shares which are already
                owned by it or a member of the same group of companies;
                or

        7.6.2   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

        7.6.3   becomes bound or entitled to acquire Shares under
                sections 428 to 430F of that Act,

        any Participant may at any time within the Appropriate Period, 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
        Paragraph 15 of Schedule 9 to the Taxes Act) 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 to the Taxes Act).

7.7     The New Option shall not be regarded for the purposes of Rule 7.6
        as equivalent to the Old Option unless the conditions set out in
        Paragraph 15(3) of Schedule 9 to the Taxes Act are satisfied, but
        so that the provisions of the Scheme shall for this purpose be
        construed as if:-

        7.7.1   the New Option were an option granted under the Scheme
                at the same time as the Old Option;

        7.7.2   except for the purpose of the definition of
                "Participating Company" in Rule 1, the reference to ACC
                Corp in the definition of "the Company" in Rule 1 were a
                reference to the different company mentioned in
                Rule 7.6; and

        7.7.3   Rule 12.2 were omitted.

8.      MANNER OF EXERCISE

8.1     An Option may only be exercised during the periods specified in
        Rules 6 and 7 and only with monies not exceeding the amount of
        repayment (including any interest and Bonus) under the Savings
        Contract as at the date of such exercise.  For this purpose, no
        account shall be taken of such part (if any) of the repayment of
        any Monthly Contribution, the due date for the payment of which
        under the Savings Contract arises after the date of the repayment

8.2     Exercise shall be by the delivery to the Company Secretary as
        agent for the Grantor or other duly appointed agent, of a notice
        of exercise together with an option certificate or certificates
        covering at least all the Shares over which the Option is then to
        be exercised, together with any remittance for the Exercise Price
        payable or authority to the Company as agent for the Grantor to
        withdraw and apply monies from the Savings Contract to acquire
        the Shares over which the Option is to be exercised.  The
        effective date of the exercise shall be the date of delivery of
        the notice of exercise.  A notice of exercise shall for the
        purposes of this Scheme be deemed to be delivered when it is
        received by the Company.

8.3     The remittance for the Exercise Price referred to in Rule 8.2
        above may be paid at the discretion of the Participant either in
        US $ or in pounds sterling PROVIDED THAT if paid in pounds
        sterling the Exercise Price shall be converted into US $ at the
        mid-market spot rate at the close of business published by the
        Financial Times on the date immediately preceding the date of the
        exercise or if this is not a Dealing Day the mid-market spot rate
        at close of business published in the Financial Times on the next
        preceding Dealing Day.

9.      ISSUE OR TRANSFER OF SHARES

9.1     Subject to Rule 9.3, Shares to be issued pursuant to the exercise
        of an Option shall be allotted to the Participant (or his
        nominee) within 28 days following the date of effective exercise
        of the Option.

9.2     Subject to Rule 9.4, the Grantor shall procure the transfer of
        any Shares to be transferred to a Participant (or his nominee)
        pursuant to the exercise of an Option within 28 days following
        the date of effective exercise of the Option.

9.3     Shares issued pursuant to the Scheme shall rank pari passu in all
        respects with the Shares then in issue, except that they shall
        not rank for any rights attaching to Shares by reference to a
        record date preceding the date of exercise.

9.4     Shares transferred pursuant to the Scheme shall not be entitled
        to any rights attaching to Shares by reference to a record date
        preceding the date of exercise.

9.5     If and so long as the Shares are listed on the London Stock
        Exchange, the Company shall apply for a listing for any Shares
        issued pursuant to the Scheme as soon as practicable after the
        allotment thereof.

10.     ADJUSTMENTS

10.1    The number of Shares over which an Option is granted and the
        Option Price thereof (and where an Option has been exercised but
        no Shares have been allotted or transferred pursuant to such
        exercise, the number of Shares which may be so allotted or
        transferred and the price at which they may be acquired) shall be
        adjusted in such manner as the Grantor shall determine following
        any capitalisation issue, any offer or invitation made by way of
        rights, subdivision, consolidation, reduction or other variation
        in the share capital of the Company other than as consideration
        for an acquisition, which in the opinion of the Auditors
        justifies such an adjustment, to the intent that (as nearly as
        may be without involving fractions of a Share or an Option Price
        calculated to more than two decimal places) the aggregate
        Exercise Price payable in respect of an Option shall remain
        unchanged provided that no adjustment made pursuant to this
        Rule 10.1 shall be made without the prior approval of the Inland
        Revenue (so long as the Scheme is approved by the Inland
        Revenue).

10.2    Apart from pursuant to this Rule 10.2, no adjustment under
        Rule 10.1 above may have the effect of reducing the Option Price
        to less than the nominal value of a Share.  Where an Option
        subsists over both issued and unissued Shares any such adjustment
        may only be made if the reduction of the Option Price of Options
        over both issued and unissued Shares can be made to the same
        extent.  Any adjustment made to the Option Price of Options over
        unissued Shares shall only be made 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 exercisable exceeds
        the adjusted Exercise Price and to apply such sum in paying up
        such amount on such Shares so that on exercise of any Option in
        respect of which such a reduction shall have been made the Board
        shall capitalise such sum (if any) and apply the same in paying
        up such amount as aforesaid.

10.3    The Board may take such steps as it may consider necessary to
        notify Participants of any adjustment made under this Rule 10 and
        to call in, cancel, endorse, issue or reissue any option
        certificate consequent upon such adjustment.

11.     ADMINISTRATION

11.1    Any notice or other communication under or in connection with the
        Scheme may be given by personal delivery or by sending the same
        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 a Participating Company or an
        Associated Company, 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, and where a notice or other communication is given by
        post, it shall be deemed to have been received 96 hours after it
        was put into the post properly addressed and stamped.

11.2    The Company may distribute to Participants copies of any notice
        or document normally sent by the Company to the holders of
        Shares.

11.3    If any option certificate shall be worn out, defaced or lost, it
        may be replaced on such evidence being provided as the Board may
        require.

11.4    The Company shall at all times keep available for allotment
        unissued Shares at least sufficient to satisfy all Options under
        which Shares may be subscribed or procure that sufficient Shares
        are available for transfer to satisfy all Options under which
        Shares may be acquired.

11.5    The decision of the Board in any dispute relating to an Option or
        the due exercise thereof or any other matter in respect of the
        Scheme shall be final and conclusive subject to the certification
        of the Auditors having been obtained when so required by
        Rule 10.1.

11.6    The costs of introducing and administering the Scheme shall be
        borne by the Company.

12.     ALTERATIONS

12.1    Subject to Rule 12.2 and 12.4, the Board may at any time alter or
        add to all or any of the provisions of the Scheme in any respect,
        provided that if an alteration or addition is made at a time when
        the Scheme is approved by the Inland Revenue under Schedule 9 to
        the Taxes Act it shall not have effect until it has been approved
        by the Inland Revenue.

12.2    Subject to Rule 12.3, no alteration or addition to the advantage
        of Participants or employees shall be made under Rule 12.1
        without the prior approval by resolution of the Board of the
        Company.

12.3    Rule 12.2 shall not apply to any minor alteration or addition
        which is to benefit the administration of the Scheme, is
        necessary or desirable in order to obtain or maintain Inland
        Revenue approval of the Scheme under Schedule 9 to the Taxes Act
        or any other enactment or to take account of any change in
        legislation or to obtain or maintain favourable taxation,
        exchange control or regulatory treatment for the Company, any
        subsidiary of the Company or any Participant.

12.4    No alteration or addition shall be made under Rule 12.1 which
        would abrogate or adversely affect the subsisting rights of a
        Participant, unless it is made:-

        12.4.1  with the consent in writing of such number of
                Participants as hold Options under the Scheme to acquire
                75 per cent. of the Shares which would be issued or
                transferred if all Options granted and subsisting under
                the Scheme were exercised; or

        12.4.2  by a resolution at a meeting of Participants passed by
                not less than 75 per cent. of the Participants who
                attend and vote either in person or by proxy.


        For the purposes of this Rule 12.4 the provisions of the Articles
        of Incorporation of the Company relating to shareholder meetings
        shall apply mutatis mutandis.

12.5    Notwithstanding any other provision of the Scheme other than
        Rule 12.1 the Board may, in respect of Options granted to
        Eligible Employees who are or who may become subject to taxation
        outside the United Kingdom on their remuneration amend or add to
        the provisions of the Scheme and the terms of Options as it
        considers necessary or desirable to take account of or to
        mitigate or to comply with relevant overseas taxation, securities
        or exchange control laws provided that the terms of Options
        granted to such Eligible Employees are not overall more
        favourable than the terms of Options granted to other Eligible
        Employees.

12.6    As soon as reasonably practicable after making any alteration or
        addition under rule 12.1 the Board shall give written notice
        thereof to any Participant affected thereby.

12.7    No alteration shall be made to the Scheme if following the
        alteration the Scheme would cease to be an Employees' Share
        Scheme.

13.     GENERAL

13.1    The Scheme shall terminate upon the 10th anniversary of its
        approval by the Company or at any earlier time by the passing of
        a resolution by the Board or an ordinary resolution of the
        Company in general meeting.  Termination of the Scheme shall be
        without prejudice to the subsisting rights of Participants.

13.2    The Company and any Subsidiary of the Company may provide money
        to the trustee of any trust or any other person to enable them or
        him to acquire Shares to be held for the purposes of the Scheme,
        or enter into any guarantee or indemnity for those purposes, to
        the extent permitted by section 153 of the Companies Act 1985,
        provided that any trust deed to be made for this purpose shall,
        at time when the Scheme is approved by the Inland Revenue under
        Schedule 9 to the Taxes Act, have previously been submitted to
        the Inland Revenue.  In addition, the Company may require any
        Subsidiary to enter into such other agreement or agreements as it
        shall deem necessary to oblige such Subsidiary to reimburse the
        Company for any other amounts paid by the Company hereunder,
        directly or indirectly in respect of such Subsidiary's employees. 
        Nothing in the Scheme shall be deemed to give any employee of any
        Participating Company any right to Participate in the Scheme.

13.3    The rights and obligations of any individual under the terms of
        his office or employment with a Participating Company shall not
        be affected by his participation in the Scheme or any right which
        he may have to participate therein, and an individual who
        participates therein shall waive all and any rights to
        compensation or damages in consequence of the termination of his
        office or employment with any such company 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 under the Scheme as a result of such termination or from
        the loss or diminution in value of such rights or entitlements.

13.4    In the event that Shares are transferred to an Option holder
        pursuant to the exercise of any Option granted under the Scheme,
        the Participant shall, if so required by the person making the
        transfer, join that person in making a claim for relief under
        Section 165 of the Taxation of Chargeable Gains Act 1992 in
        respect of the disposal made by him in effecting such transfer.

13.5    These Rules shall be governed by and construed in accordance with
        the law of England.


