LOUDEYE CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>v03254exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

Exhibit 10.2

ON DEMAND DISTRIBUTION LIMITED
(FORMERLY ON DEMAND DISTRIBUTION PLC)

EMPLOYEE SHARE OPTION PLAN

     ADOPTED ON      2000

     AMENDED ON               2001 AND         2003

OSBORNE CLARKE

BRISTOL OFFICE

2 Temple Back East, Temple Quay, Bristol BS1 6EG
Telephone 0117 917 3000 Facsimile 0117 917 3005

LONDON OFFICE

Hillgate House, 26 Old Bailey, London EC4M 7HW
Telephone 020 7809 1000 Facsimile 020 7809 1005

THAMES VALLEY OFFICE

Apex Plaza, Forbury Road, Reading  RG1 1AX
Telephone 0118 925 2000 Facsimile 0118 925 0038

WEB SITE: www.osborneclarke.com

<PAGE>

                                    CONTENTS
<TABLE>
<S>                                                                                  <C>
1. Definitions and interpretation...............................................     1
2. Grant of Options.............................................................     2
3. Share capital limit on Options...............................................     2
4. Exercise of Options..........................................................     3
5. Manner of exercise of Options................................................     5
6. Release of Options...........................................................     6
7. The re-grant and re-pricing  of Options......................................     6
8. Cash equivalent..............................................................     6
9. Adjustment of Options........................................................     7
10. Administration and amendment................................................     7
11. Taxation....................................................................     8
12. General.....................................................................     9
</TABLE>

<PAGE>

                   RULES OF THE ON DEMAND DISTRIBUTION LIMITED
                           EMPLOYEE SHARE OPTION PLAN

T.        Definitions and interpretation

1.                      In the Plan, unless the context otherwise requires, the
      following words have the following meanings:

         "THE BOARD"               the board of directors of the Company or
                               a duly authorised committee of the same;

         "THE COMPANY"             On Demand Distribution Limited (formerly On
                               Demand Distribution plc);

         "CONTROL"                 the meaning contained in Section 840, Taxes
                               Act;

         "DATE OF GRANT"           the date upon which the Board resolves to
                               grant an Option pursuant to rule 2.2;

         "DIRECTOR"                any non-employee director of a Group Company;

         "EMPLOYEE"                any permanent employee of a Group Company;

         "EMPLOYEES' SHARE         the meaning contained in Section 743,
    SCHEME"                    Companies Act 1985;

         "THE EXERCISE PRICE"      the amount payable per Share on the exercise
                               of an Option which amount shall be determined
                               by the Board but shall not be less than the
                               par value of a Share;

         "GROUP"                   the group of companies comprising the Company
                               and any Subsidiary or parent company;

         "GROUP COMPANY"           the Company and any other company within the
                               Group;

         "LISTING"                 the listing of any part of the
                               Ordinary Share Capital on the Official List of
                               the London Stock Exchange or its admission to AIM
                               or to any other recognised investment exchange as
                               defined in section 285, Financial Services and
                               Markets Act 2000;

         "MARKET VALUE"            the market value of a Share as determined by
                               the Board;

         "OPTION"                  a right to acquire Shares granted pursuant to
                               this Plan;

         "OPTION AGREEMENT"        an agreement between the Company and the
                               Option Holder which shall effect the grant of the
                               Option according to rule 2.3;

         "OPTION HOLDER"           a person to whom an Option has been granted
                               under the Plan or, where the context permits, the
                               legal personal representatives of such person;

         "ORDINARY SHARE           shares comprising the ordinary share capital
    CAPITAL"                   of the Company as defined in section 832(1),
                               Taxes Act;

         "THE PLAN"                this plan being the On Demand Distribution
                               Limited

                                       1
<PAGE>
                               Employee Share Option Plan approved by a
                               resolution of the Board dated - 2000 or as
                               subsequently amended in accordance with rule 10;

         "RULES"                   these rules being the rules of the Plan;

         "SALE"                means the following:

                               (a) the transfer of an interest (within the
                                   meaning of Schedule 13, Part 1 and section
                                   324, Companies Act 1985) in the Shares
                                   conferring in aggregate more than 50% of the
                                   total voting rights conferred by all the
                                   Shares for the time being in issue or, at the
                                   discretion of the Board, otherwise by which
                                   there is a change of Control of the Company;
                                   or

                               (b) the completion of an agreement whereby any
                                   person, firm or company becomes bound to
                                   purchase the whole of the Company's
                                   undertaking, business and assets;

         "SHARES"                  ordinary shares in the capital of the Company
                               (or any shares representing them);

         "SUBSIDIARY"              a company wheresoever incorporated which for
                               the time being is under the Control of the
                               Company;

         "TAX LIABILITY"           as defined in rule 11

2.                In this Plan, unless the context otherwise requires:

      a.                a reference to a statute or statutory provision includes
            any statute or statutory provision which modifies, consolidates,
            re-enacts or supersedes it; and

      b.                words in the singular include the plural and vice versa
            and words in a specified gender include any other gender.

U.          Grant of Options

1.                      Any person who is an Employee or Director at the
      relevant date will be eligible to be granted Options under this Plan.

2.                      Subject to the limit contained in rule 3 and all other
      provisions of these Rules, the Board may grant Options on any date to such
      Employees or Directors as it in its discretion determines.

3.                      The grant of an Option shall be effected by an Option
      Agreement between the Company and the Option Holder in a form determined
      by the Board in compliance with these Rules. The Option Agreement shall be
      executed as a deed, contract or otherwise as the Board may determine.

V.          Share capital limit on Options

No Option may be granted on any date if the number of Shares to be issued on its
exercise in full, when aggregated with the number of Shares issued, or remaining
capable of being issued, on the exercise of Options previously granted under the
Plan would exceed [ ]%

                                       2
<PAGE>

of the Ordinary Share Capital in issue on that date (as adjusted to the extent
appropriate to take account of any event affecting the Shares as is described in
rule 9).

W.          Exercise of Options

1.                      Options granted pursuant to rule 2 shall have the terms
      described in the following provisions of this rule 4 and may be exercised
      accordingly.

Term

2.                      No Option shall be exercisable after midnight on the day
      before the tenth anniversary of the date it was granted.

Exercise Price

3.                      The Exercise Price applying to each Option shall be
      determined by the Board and set out in the Option Agreement.

                               PERFORMANCE TARGETS

4.                      The Board may specify when granting an Option such
      objective conditions by way of performance targets which it considers fair
      and reasonable to be satisfied before that Option may be exercised, and in
      this respect the Board may in its discretion subsequently amend or waive
      such objective conditions if events happen which cause the Board
      reasonably to consider that it would be a fairer measure of performance so
      to amend or waive the conditions to ensure that they achieve their
      original purpose, provided that any amended conditions are no more
      difficult to achieve than those previously imposed. Any objective
      condition imposed when granting an Option shall be set out in the Option
      Agreement.

Normal exercise

5.                      Except as provided elsewhere in this rule 4, and subject
      to satisfying any objective conditions which apply to the Option pursuant
      to rule 4.4, the right to exercise an Option shall vest as follows:

      a.                according to the following vesting schedule, the terms
            of which shall be set out in the relevant Option Agreement:

<TABLE>
<CAPTION>
              DATE                                 VESTING
-------------------------------           -------------------------
<S>                                       <C>
[12] months after Date of Grant           -% of Shares under Option

[24] months after Date of Grant           -% of Shares under Option

[36] months after Date of Grant           -% of Shares under Option
</TABLE>

      b.                or, alternatively, in any particular case the Board may
            in its discretion determine that a different vesting schedule shall
            apply to a particular Option, in which case the terms of the
            different vesting schedule shall be set out in the relevant Option
            Agreement.

6.                      For the purposes of any vesting schedule as described
      above, the phrase "Shares under Option" shall refer to the total number of
      Shares under Option at the Date of Grant of the relevant Option.

Sale

7.                      On the occurrence of a Sale (provided that such event is
      not implemented in accordance with a reorganisation which creates a new
      holding company for the Company which has the same (or substantially the
      same) shareholders holding the same (or substantially the same)

                                       3
<PAGE>

      proportionate shareholdings as the shareholders of the Company immediately
      before such event), accelerated vesting of the right to exercise Options
      shall apply so that, notwithstanding rule 4.5, an Option Holder may
      exercise any subsisting Option of his in respect of all the Shares under
      Option (both vested and unvested) during the period of 3 months beginning
      with unconditional completion of the Sale (or, if the Board permits,
      beginning with the date falling immediately prior to such date), after
      which, unless the Option Holder has released his Option according to rule
      6, to the extent unexercised the Option shall lapse.

Listing

8.                      On the occurrence of a Listing, accelerated vesting of
      the right to exercise Options shall not apply and accordingly vesting of
      the right to exercise shall continue to be determined according to rule
      4.5 and the other provisions of this rule 4.

                                 EARLY EXERCISE

9.                      Where an Option Holder ceases to hold any office or
      employment with a Group Company by reason of:

      a.                injury, disability or ill-health; or

      b.                redundancy (within the meaning of the Employment Rights
            Act 1996 or, where relevant, any equivalent non-UK law); or

      c.                retirement at the age at which he is bound to retire
            under his contract of employment, or early retirement taken with the
            consent of the relevant Group Company; or

      d.                a subsidiary ceasing to be under the Control of the
            Company, or a business or part of a business being transferred to a
            company which the Company does not Control

         the unvested portion of any Option of his then subsisting shall lapse
      and the vested portion of such Option shall remain exercisable during the
      period of 6 months after the date of such cessation (or such longer period
      as the Board may allow) after which, to the extent unexercised such vested
      portion of the Option shall lapse.

         Exercise on death

10.                     Where an Option Holder dies the unvested portion of any
      Option of his then subsisting shall lapse and the vested portion of such
      Option shall remain exercisable by his personal representatives during the
      period of 12 months after the date of such cessation (or such longer
      period as the Board may allow) after which, to the extent unexercised such
      vested portion of the Option shall lapse.

                             DISCRETIONARY EXERCISE

11.                     Where an Option Holder ceases to hold any office or
      employment with a Group Company in circumstances different to those
      provided for in rules 4.9 and 4.10, any subsisting Option of his shall
      lapse both as to the vested and the unvested portion, except that the
      Board may in its absolute discretion determine that, notwithstanding rule
      4.5 or any other provisions of these Rules, the Option Holder may exercise
      such Option (or such portion of it as the Board may specify) during the
      period ending 6 months after the date of such cessation (or such lesser
      period as the Board may specify) after which, to the extent unexercised
      the Option shall lapse.

                                 RECONSTRUCTION

12.                     If under Section 425, Companies Act 1985 the Court
      sanctions a compromise or arrangement proposed for the purposes of or in
      connection with a

                                       4
<PAGE>

      scheme for the reconstruction of the Company or its amalgamation with any
      other company or companies, accelerated vesting of the right to exercise
      Options shall apply so that, notwithstanding rule 4.5, the Option Holder
      may exercise any subsisting Option of his in respect of all the Shares
      under Option within the period of 3 months beginning with when the Court
      sanctions the compromise or arrangement, after which, unless the Option
      Holder has released his Option according to rule 6, to the extent
      unexercised the Option shall lapse.

                                   WINDING-UP

13.                     If notice is duly given to members of a resolution at a
      general meeting for the voluntary winding-up of the Company, except for
      the purposes of reconstruction or amalgamation, accelerated vesting of the
      right to exercise Options shall apply so that, notwithstanding rule 4.5,
      an Option Holder may exercise any subsisting Option of his in respect of
      all the Shares under Option (but so that any exercise under this rule
      shall be conditional upon such resolution being passed) at any time after
      the notice is given until the resolution is duly passed or defeated or the
      general meeting adjourned sine die, whichever shall first occur. If such
      resolution is passed an Option shall, to the extent unexercised, lapse.

Transferability

14.                     Save at the discretion of the Board, an Option may not
      be transferred, assigned or charged and any purported transfer, assignment
      or charge shall cause the Option to lapse.

                                LAPSE OF OPTIONS

15.                     As well as in the circumstances provided elsewhere in
      these rules, an Option shall lapse in any of the following additional
      circumstances:

      a.                the tenth anniversary of the Date of Grant;

      b.                the commencement of any liquidation or winding-up of the
            Company (otherwise than in connection with a compromise or
            arrangement as referred to in rule 4.12 and other than a voluntary
            winding-up as referred to in rule 4.13);

      c.                at the conclusion of a period when any person becomes
            bound or entitled to acquire shares in the Company under sections
            428 to 430F, Companies Act 1985;

      d.                the Option Holder being adjudicated bankrupt.

Lock-in

16.                     In the event of the occurrence of a Listing the Board
      may determine that an Option Holder may not sell, lend, charge, grant any
      options for the purchase of or otherwise dispose of the Shares acquired on
      exercise of his Option without the prior written consent of the Company or
      the underwriters managing such Listing for 180 days (or such longer period
      as the Board may agree with the underwriters) from the effective date of
      registration of the Shares, provided that the Directors who are
      shareholders in the Company also agree to such restrictions. Any such
      terms shall be binding on the Option Holder and the Option Holder shall
      enter into an agreement with the Company accordingly.

X.                Manner of exercise of Options

1.                      An Option shall be exercised by notice in writing (in
      the form prescribed by the Board) given by the Option Holder to the
      Company in respect of all or some of the Shares comprised in the Option,
      and such notice shall be accompanied by the aggregate Exercise Price
      payable and shall be effective on the date of its receipt or deemed
      receipt by the Company according to rule 10.7. The Board shall give
      reasonable notice to an Option Holder of relevant events, including

                                       5
<PAGE>

      am imminent Sale or Listing, and in such notice shall provide to the
      Option Holder such explanation as the Board considers appropriate of the
      Option Holder's rights under the Plan and any steps that may need to be
      taken to exercise those rights. The Option Holder shall be bound to
      observe treat as confidential any commercially sensitive information
      revealed in such a notice.

2.                      As soon as reasonably practicable after the date of
      exercise of an Option according to rule 5.1 the Company shall:

      a.                issue to the Option Holder such Shares which are to be
            issued pursuant to the exercise of an Option; or

      b.                procure the transfer to the Option Holder of such Shares
            which are to be transferred pursuant to the exercise of an Option

      and cause to be registered in his name the number of Shares specified in
      the notice of exercise.

3.                      An Option may only be exercised in respect of a whole
      number of Shares, not a fraction of a Share.

4.                      When an Option is exercised only in part, the balance
      shall remain exercisable on the same terms as originally applied to the
      whole Option and an endorsement to that effect shall be noted on the
      relevant Option Agreement as soon as reasonably practicable after the
      partial exercise, and a revised option certificate shall be issued to the
      Option Holder accordingly.

5.                      Save for any right determined by reference to a date
      preceding the date upon which Shares are issued, Shares issued upon the
      exercise of an Option shall rank equally with the Shares then in issue.
      Shares transferred upon the exercise of an Option will be transferred
      without the benefit of any rights attaching to them by reference to a
      record date preceding the date of exercise.

6.                      An Option Holder to whom Shares are issued on the
      exercise of an Option shall be bound by the Company's articles of
      association as they apply to such Shares.

Y.          Release of Options

      If a company ("the Acquiring Company") obtains Control of the Company as a
      result of a Sale the Option Holder may, by an agreement in writing with
      the Acquiring Company, release his Option in consideration of the grant to
      him of an equivalent right over shares in the Acquiring Company. In any
      such event rule 4.5 shall not apply to trigger the exercise of Options on
      the occurrence of the Sale.

Z.          The re-grant and re-pricing of Options

      The Board may, with the consent in writing of the affected Option Holder,
      make arrangements for and implement:

      a.                the cancellation of any Options held by him and the
            grant in substitution therefor of new Options granted under the Plan
            over such numbers of Shares and at such Exercise Prices as may be
            agreed between the Board and the Option Holder;

      b.                the re-pricing of any Option held by him at such new
            Exercise Price and with such other new terms as may be agreed
            between the Board and the Option Holder.

AA.         Cash equivalent

1.                      Where an Option has been exercised by an Option Holder
      in respect of any number of Shares, and those Shares have not yet been
      allotted or transferred to him in accordance with 5.2, the Board may
      determine that, in substitution for his right to acquire such number of
      the Shares as the Board may

                                       6
<PAGE>

      decide (but in full and final satisfaction of his said right), the Option
      Holder shall be paid by way of additional emoluments a sum equal to the
      cash equivalent of that number of Shares.

2.                      For the purposes of this rule 8, the cash equivalent of
      any Shares is the amount by which the aggregate Market Value of those
      Shares exceeds the price at which such Shares may be acquired on the
      exercise of the Option.

3.                      Subject to rule 8.4, as soon as reasonably practicable
      after a determination has been made under rule 8.1 above that an Option
      Holder shall be paid a sum in substitution for his right to acquire any
      number of Shares:

      a.                the Company shall pay to him or procure the payment to
            him of that sum in cash; and

      b.                if he has already paid the Company the Exercise Price
            for those Shares, the Company shall return to him the amount so paid
            by him.

4.                      If the Board in its discretion so decides:

      a.                the whole or part of the sum payable under rule 8.3(a)
            shall, instead of being paid to the Option Holder in cash, be
            applied on his behalf in subscribing Shares in the Company at a
            price per Share equal to the Market Value by reference to which the
            cash equivalent is calculated, or in purchasing such Shares, or
            partly in one way and partly in the other; and

      b.                the Company shall allot to him (or his nominee) or
            procure the transfer to him (or his nominee) of the Shares so
            subscribed or purchased.

5.                      There shall be made from any payment under this rule 8
      such deductions (on account of tax or similar liabilities) as may be
      required by law or as the Board may reasonably consider to be necessary or
      desirable.

BB.         Adjustment of Options

1.                      The number or amount of Shares that are the subject of
      an Option and/or the Exercise Price may be adjusted in such manner as the
      Board considers to be fair and reasonable upon the occurrence of any
      capitalisation issue or offer by way of rights (including an open offer)
      or upon any sub-division, reduction or consolidation or other variation of
      all or any part of the Ordinary Share Capital after the date on which the
      Option is granted.

2.                      An adjustment under rule 9.1 may reduce the Exercise
      Price applying to an Option to less than the nominal value of a Share but
      only if and to the extent that:

      a.                the Board is authorised both:

            (1)               to capitalise from the reserves of the Company a
                  sum equal to the amount by which the nominal value of the
                  Shares which are allotted pursuant to the exercise of an
                  Option exceeds the adjusted Exercise Price; and

            (2)               to apply that sum in paying up that amount on
                  those Shares; and

      b.                on the allotment of the Shares to be subscribed on the
            exercise of an Option, the Board proceeds to capitalise the sum
            referred to in sub-rule (i) above and applies that sum as described
            in sub-rule (ii) above.

CC.         Administration and amendment

1.                      The Plan shall be administered and implemented by the
      Board and the Board's decision on all disputes shall be final.

                                       7
<PAGE>

2.                No decision by the Board shall be invalidated or questioned on
      the grounds that any Director had a direct personal interest in such
      decision or in the exercising of any power under this Plan.

3.                Subject to rules 10.4 and 10.5, the Board may at any time
      amend these Rules in any way it thinks fit provided that, except with the
      approval of the shareholders of the Company in general meeting, no
      amendment to the material advantage of Option Holders (present or future)
      may be made.

4.                No amendment may be made to these rules to the extent to which
      it would abrogate or adversely affect the subsisting rights of Option
      Holders as a class as regards Options granted prior to the amendment being
      made unless such amendment has been approved by an extraordinary
      resolution of the Option Holders as a class passed on a 75% majority
      basis, for which purpose an Option Holder shall be regarded as holding the
      number of Shares comprised in Options granted to him remaining capable of
      being exercised. An extraordinary resolution of a meeting of Option
      Holders held in accordance with this rule shall have the power to sanction
      any scheme, compromise or arrangement affecting Options and shall be
      binding on all Option Holders.

5.                The requirement to obtain the approval of shareholders in
      general meeting in rule 10.3 shall not apply to any amendment which the
      Board considers is necessary or desirable in order to:

      a.                comply with or take account of the provisions of any
            proposed or existing legislation or take account of any changes to
            legislation; or

      b.                obtain or maintain favourable taxation treatment of any
            Participating Company or any Option Holder

         provided that any such amendment does not affect the basic principles
of the Plan.

6.                The Board shall have power from time to time to make and vary
      such regulations (not being inconsistent with these Rules) for the
      implementation and administration of this Plan as it may think fit. In the
      exercise of the power, the Board may correct any defect, omission or
      inconsistency in the Plan or in the Option Agreement relating to a
      particular Option in a manner and to the extent it shall deem necessary or
      expedient to make the Plan fully effective.

7.                Any notice or other written communication under or in
      connection with the Plan may be given by the Company to the Option Holder
      or by the Option Holder to the Company (c/o the Secretary to the Company)
      either by hand, by post, by facsimile transmission or by e-mail. Notices
      shall be deemed given at the time delivered personally by hand, 5 days
      after posting pre-paid if posted within any country or 15 days if posted
      internationally, and when receipt is acknowledged if sent by facsimile
      transmission or e-mail.

DD.         Taxation

      The Option Holder shall be accountable for any income tax or (subject to
      the following provisions) national insurance liability (or their
      equivalent in any non-UK jurisdiction) to which he may become subject in
      respect of any assessable income deriving from the exercise or other
      dealing in the Option. In respect of such assessable income the Option
      Holder shall indemnify the Company and (at the direction of the Company)
      any Subsidiary which is or may be treated as the employer of the Option
      Holder in respect of the following (together, "the Tax Liability"):

      a.                any income tax liability which falls to be paid to the
            Inland Revenue by the Company (or the relevant employing Subsidiary)
            under the PAYE system as it applies to income tax under Chapter V,
            Taxes Act and the PAYE regulations referred to in it (or the
            equivalent in any

                                        8
<PAGE>

                  foreign jurisdiction); and

      b.                any national insurance liability which falls to be paid
            to the Inland Revenue by the Company (or the relevant employing
            Subsidiary) under the modified PAYE system as it applies for
            national insurance purposes under the Social Security Contributions
            and Benefits Act 1992 and regulations referred to in it (or the
            equivalent in any foreign jurisdiction) such national insurance
            liability being the aggregate of:

            (1)               all the primary Class 1 national insurance
                  contributions; and

            (2)               such proportion of the secondary Class 1 national
                  insurance contributions as shall be set out in the Option
                  Agreement notifying the Option Holder of the grant of the
                  option as referred to in rule 2.3.

2.                Pursuant to the indemnity referred to in clause 11.1, the
      Option Holder shall make such arrangements as the Company requires to meet
      the Tax Liability, including at the direction of the Company any of the
      following:

      a.                making a cash payment of an appropriate amount to the
            relevant Group Company;

      b.                appointing the Company as agent and/or attorney for the
            sale of Shares and authorising the payment to the relevant Group
            Company of the appropriate amount out of the net proceeds of sale of
            the Shares;

      c.                entering into an election whereby the employer's
            liability for secondary national insurance contributions is
            transferred to the Option Holder on terms set out in the election
            and approved by the Inland Revenue.

EE.         General

1.                The Company shall at all times keep available sufficient
      authorised Shares to satisfy the exercise to the full extent still
      possible of any Options (excluding those the exercise of which is to be
      satisfied by the transfer of already issued Shares).

2.                In relation to an Option Holder who is an Employee, the terms
      of his employment shall not be affected in any way by his participation in
      the Plan which shall not form part of such terms (either expressly or
      impliedly) nor in any way entitle him to take into account such
      participation in calculating any compensation or damages on the
      termination of his employment (for whatever reason, and whether lawfully
      or unlawfully) which might otherwise be payable to him.

3.                In relation to an Option Holder who is a Director, nothing in
      this Plan shall confer upon such person any employment rights with the
      Company, nor shall the terms of his office be affected in any way by his
      participation in the Plan which shall not form part of such terms (either
      expressly or impliedly) nor in any way entitle him to take into account
      such participation in calculating any compensation or damages on the
      termination of his such office (for whatever reason, and whether lawfully
      or unlawfully) which might otherwise be payable to him

4.                Subject to applicable law, the Company may enter into
      arrangements (including the payment of money or making of loans) with any
      person on such terms as it thinks fit whereby, on exercise of an Option,
      already issued Shares may be transferred to an Option Holder in
      satisfaction of his rights under this Plan.

5.                This Plan shall be governed by and construed in accordance
      with the laws of England.

                                       9

<PAGE>

                                  GRANT LETTER

                      [to be typed onto Company letterhead]

Dear -

      ON DEMAND DISTRIBUTION LIMITED EMPLOYEE SHARE OPTION PLAN

      I am pleased to inform you that the Company has decided to grant you an
option over - Ordinary Shares in the capital of the Company. This grant will be
made in accordance with the Rules of the On Demand Distribution Employee Share
Option Plan ("the Plan Rules").

      For the grant of the option to take effect you are required to enter into
an option agreement with the Company. Reflecting the provisions in the Plan
Rules, this sets out your rights and obligations as an option holder. I enclose
a copy of the option agreement for you to sign and date where indicated before
returning it to the Company. You will then be issued with an option certificate
as evidence of the option grant.

      Also enclosed is an explanatory booklet which sets out the main features
of the Plan.

      When you wish to exercise your option you must do so using a form of
exercise which can be obtained on request from the Company. This will
incorporate an indemnity from you in respect of any tax withholdings that the
Group has to settle in respect of any tax, social security or equivalent
liability that you may incur on the profit or gain that you make (the Tax
Liabilities, as defined in Rule 11).

      [In order to secure the payment of the employer's secondary national
insurance, you must, as a condition of the grant taking effect, enter into an
election whereby such liability is transferred to you on terms set out in an
election, the form of which will be approved by the Inland Revenue. This will be
sent to you shortly. Upon receipt, please complete it and return it to [insert
name] as soon as possible.]

      Yours sincerely,

      ................................
      For and on behalf of
      On Demand Distribution Limited

<PAGE>

                                         OPTION AGREEMENT

            ON DEMAND DISTRIBUTION LIMITED EMPLOYEE SHARE OPTION PLAN

<TABLE>
<CAPTION>
------------------------- --------------------------- ---------------------
  NAME OF OPTION HOLDER:  ............................("OPTION HOLDER")
------------------------- --------------------------- ---------------------
<S>                       <C>                         <C>

       NUMBER OF SHARES:  ............................("THE SHARES")

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

PRICE PAYABLE PER SHARE:  Pound.......................("EXERCISE PRICE")

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

 DATE OF THIS AGREEMENT:  ............................("DATE OF GRANT")

------------------------- --------------------------- ---------------------
</TABLE>

      On Demand Distribution Limited ("the Company") hereby grants to the Option
Holder an option ("the Option") to purchase the Shares at the Exercise Price in
all respects subject to the terms, definitions and provisions of the On Demand
Distribution Limited Employee Share Option Plan ("the Plan") which are
incorporated in this Agreement by reference. Unless expressly indicated
otherwise, the words and terms defined in the Plan shall have the same meanings
in this Agreement

      This Agreement witnesses as follows:

Nature and term of the Option

The Option is a right to acquire the Shares at the Exercise Price according to
the Plan. It shall expire on the day before the tenth anniversary of the Date of
Grant.

FF.         Vesting and exercise of the Option

1.                [Subject to the achievement of the performance targets
      described at clause 2.3 below, the] [The] Option shall be exercisable
      during its term in accordance with the provisions of the Plan. Subject
      thereto, the follow main exercise provisions shall apply:

Vesting

2.                The right to exercise the Option shall vest according to the
      following vesting schedule:

<TABLE>
<CAPTION>
-----------------------------------------------
         DATE                      VESTING
-----------------------------------------------
<S>                           <C>
[12] months after Date of    -% of Shares under
          Grant                       Option
-----------------------------------------------
[24] months after Date of    -% of Shares under
          Grant                       Option
-----------------------------------------------
[36] months after Date oft   -% of Shares under
          Grant                       Option
-----------------------------------------------
</TABLE>

[Note: this is the normal vesting schedule as set out in rule 4.5, but at the
discretion of the Board could be different in a particular case.]

      Performance Targets

                                       2
<PAGE>

3.                [where relevant, appropriate wording to be inserted]

      Sale or Listing

4.    On the occurrence of a Sale, accelerated vesting of the right to exercise
      the Option shall apply so that, notwithstanding the vesting schedule set
      out above, the Option Holder may exercise the Option during the period of
      3 months beginning with unconditional completion of the Sale (or, if the
      Board permits, beginning with the date falling immediately prior to the
      applicable date)

5.    On the occurrence of a Listing, accelerated vesting of the right to
      exercise Options shall not apply and accordingly vesting of the right to
      exercise shall continue to be determined according to the vesting schedule
      set out above.

      Roll-over

6.    On a Sale, the Option may be rolled-over into a new Option
      over the acquiring company's shares.

GG.         Lapse of the Option

      Save in certain circumstances as specified in the Plan, on the date the
      Option Holder ceases to hold any office or employment with a Group Company
      the Option shall normally lapse.

HH.         Taxation

         The Company may be required to make a withholding for tax and/or
      social security in respect of assessable income deriving from the exercise
      of the Option or the disposal of the Shares acquired upon such exercise.
      The Option Holder shall indemnify the Company accordingly and enter into
      such arrangements to enable the Company to make such withholding.

         You shall indemnify the Company in respect of -% of the employer's
      national insurance that your employer will become liable to pay to the
      Inland Revenue[, and it is a condition of the grant of the Option that you
      enter into an election (in the form approved by the Inland Revenue)
      whereby such liability is transferred to you].

II.         Option Holder's acknowledgement and undertaking

         The Option Holder acknowledges and undertakes the following:

      (a)   nothing in this Agreement, nor in the Plan, shall confer upon the
            Option Holder any right with respect to the continuation of [his]
            [her] employment or appointment as an officer by any Group Company;

      (b)   hereby accepts the Option be subject to all of the terms and
            provisions set out in the Plan; and

      (c)   agrees to accept as binding, conclusive and final all decisions or
            interpretations made by or on behalf of the Company in respect of
            any questions arising under the Plan.

            EXECUTED AS A DEED BY:

              -----------------------           Date---------------------2000
            (signature)

             ------------------------
            (print name)

            IN THE PRESENCE OF:

                                        3

<PAGE>

                  ..........................       (witness's signature)

                  ..........................       (witness's name)

                  ..........................       (witness's address)

                  ..........................

                  ..........................       (witness's occupation)

                  NOTE: YOUR SPOUSE SHOULD NOT WITNESS YOUR SIGNATURE

                                        4

<PAGE>

                                                           Certificate No.......

                            SHARE OPTION CERTIFICATE

            ON DEMAND DISTRIBUTION LIMITED EMPLOYEE SHARE OPTION PLAN

<TABLE>
<CAPTION>
DATE OF                   EXERCISE PRICE PER          NUMBER OF SHARES
GRANT                            SHARE                  UNDER OPTION
-------                   ------------------          ----------------
<S>                       <C>                         <C>
 -                           (pound)                         -
</TABLE>

This is to certify that, pursuant to an option agreement dated - ("the Option
Agreement")

      [Name].........................................of

      [Address]........................................

      has been granted an option ("the Option") to acquire - Ordinary Shares
each in the Company ("the Shares") at the exercise price shown above under the
Rules of the On Demand Distribution Limited Employee Share Option Plan.

      The Option is granted subject to the terms of the Option Agreement, and
this certificate is evidence of the grant thereby made. A copy of the rules of
the Plan referred to in the Option Agreement is available for inspection upon
request from the Company.

      If you are in any doubt about the financial or tax consequences for you of
the grant or exercise you are advised to take independent advice.

      .......................
For and on behalf of
On Demand Distribution Limited

        THIS CERTIFICATE IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE

                                        5

<PAGE>

                                FORM OF EXERCISE

            ON DEMAND DISTRIBUTION LIMITED EMPLOYEE SHARE OPTION PLAN

To:   The Company Secretary
    On Demand Distribution Limited

I wish to exercise the option in respect of ........... ordinary shares
comprised in the enclosed option certificate.

I enclose a cheque for (pound)..........in favour of On Demand Distribution
Limited as payment in full of the exercise price of (pound)........per share.

I apply for the number of shares specified above and request you to arrange the
registration of them in my name subject to the memorandum and articles of
association of On Demand Distribution Limited.

I agree:

(a)   to indemnify On Demand Distribution Limited and any of its subsidiaries in
      respect of any Tax Liability (as defined in the Plan) which arises as a
      result of the exercise of the option; and

(b)   that the issue of these option shares to me shall be conditional upon my
      first making arrangements to the satisfaction of On Demand Distribution
      Limited to discharge the Tax Liability pursuant to such indemnity,
      including the giving of an appropriate power of attorney and (if required
      by the Company) entering into an election in the form approved by the
      Inland Revenue.

Signed ___________________________________________   Date ___________________

Name ________________________

Address________________________
___________________________________________

Note:

If you are signing as a personal representative you should lodge a copy of the
Grant of Probate or Letters of Administration as evidence of your appointment.
In the event of there being more than one personal representative each must sign
the form.

                                        6

</TEXT>
</DOCUMENT>
