AND

EXHIBIT 2.04

====================================================

MICRO FOCUS GROUP PUBLIC LIMITED COMPANY

AND

THE BANK OF NEW YORK
As Depositary

AND

OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

Deposit Agreement

Dated as of March 1, 1990

As Amended and Restated as of March 16, 1998

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TABLE OF CONTENTS

ARTICLE 1. ..................................................................................................... 2
SECTION 1.01. American Depositary Shares. .................................................................. 2
SECTION 1.02. Commission. .................................................................................. 2
SECTION 1.03. Custodian. ................................................................................... 2
SECTION 1.04. Deposit Agreement. ........................................................................... 2
SECTION 1.05. Depositary; Corporate Trust Office ........................................................... 3
SECTION 1.06. Deposited Securities. ........................................................................ 3
SECTION 1.07. Dollars; Xxxxx; Foreign Currency ............................................................. 3
SECTION 1.08. Foreign Registrar. ........................................................................... 3
SECTION 1.09. Issuer. ...................................................................................... 3
SECTION 1.10. Owner. ....................................................................................... 3
SECTION 1.11. Receipts. .................................................................................... 4
SECTION 1.12. Registrar. ................................................................................... 4

ARTICLE 2. ..................................................................................................... 5
SECTION 2.01. Form and Transferability of Receipts. ........................................................ 5
SECTION 2.02. Deposit of Shares. ........................................................................... 6
SECTION 2.03. Execution and Delivery of Receipts. .......................................................... 7
SECTION 2.04. Transfer of Receipts; Combination and Split-up of Receipts. .................................. 8
SECTION 2.05. Surrender of Receipts and Withdrawal of Shares................................................ 8
SECTION 2.06. Limitations on Execution and Delivery, Transfer and Surrender of Receipts..................... 9
SECTION 2.07. Lost Receipts, etc. ......................................................................... 10
SECTION 2.08. Cancellation and Destruction of Surrendered Receipts. ....................................... 10
SECTION 2.09. Pre-Release of Receipts. .................................................................... 11

ARTICLE 3. .................................................................................................... 11
SECTION 3.01. Filing Proofs, Certificates and Other Information............................................ 11
SECTION 3.02. Liability of Owner for Taxes. ............................................................... 12
SECTION 3.03. Warranties on Deposit of Shares. ............................................................ 12

ARTICLE 4. .................................................................................................... 12
SECTION 4.01. Cash Distributions. ......................................................................... 12
SECTION 4.02. Distributions Other Than Cash or Shares. ................................................... 13

SECTION 4.03. Distributions in Shares. .................................................................... 14
SECTION 4.04. Rights. ..................................................................................... 14
SECTION 4.05. Conversion of Foreign Currency. ............................................................. 15
SECTION 4.06. Fixing of Record Date. ...................................................................... 16

ARTICLE 5. .................................................................................................... 20
SECTION 5.01. Maintenance of Office and Transfer Books by the Depositary. ................................. 20
SECTION 5.02. Prevention or Delay in Performance by the Depositary or the Issuer. ......................... 20
SECTION 5.03. Obligations of the Depositary, the Custodian and the Issuer. ................................ 21
SECTION 5.04. Resignation and Removal of the Depositary.................................................... 22
SECTION 5.05. The Custodians. ............................................................................. 22
SECTION 5.06. Notices and Reports. ........................................................................ 23
SECTION 5.07. Issuance of Additional Shares, etc. ......................................................... 23
SECTION 5.08. Indemnification. ............................................................................ 24
SECTION 5.09. Charges of Depositary. ...................................................................... 24
SECTION 5.10. Retention of Depositary Documents. .......................................................... 25
SECTION 5.11. Exclusivity. ................................................................................ 25
SECTION 5.12. List of Restricted Securities Owners. ....................................................... 26

ARTICLE 6. .................................................................................................... 26
SECTION 6.01. Amendment. .................................................................................. 26
SECTION 6.02. Termination. ................................................................................ 27

ARTICLE 7. .................................................................................................... 28
SECTION 7.01. Counterparts. ............................................................................... 28
SECTION 7.02. No Third Party Beneficiaries. ............................................................... 28
SECTION 7.03. Severability. ............................................................................... 28
SECTION 7.04. Holders and Owners as Parties; Binding Effect. .............................................. 28
SECTION 7.05. Notices. .................................................................................... 28
SECTION 7.06. Governing Law. .............................................................................. 29
SECTION 7.07. Assignment. ................................................................................. 29

DEPOSIT AGREEMENT

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of March 16, 1998 among
MICRO FOCUS GROUP PUBLIC LIMITED COMPANY, incorporated in England with reg. no.
1709998 (herein called the Issuer), THE BANK OF NEW YORK, a New York banking
corporation (herein called the Depositary), and all Owners and holders from time
to time of American Depositary Receipts issued hereunder.

W I T N E S S E T H :
-------------------

WHEREAS, the Issuer desires to create a vehicle, as hereinafter set
forth in this Deposit Agreement, for the deposit of Shares (as defined in
Section 1.16 hereof), of the Issuer from time to time with the Depositary or
with the principal London, England office of the Depositary (herein called the
Custodian), as agent of the Depositary for the purposes set forth in this
Deposit Agreement, for the creation of American Depositary Shares representing
the Shares so deposited and for the execution and delivery of American
Depositary Receipts in respect of the American Depositary Shares; and

WHEREAS, the American Depositary Receipts are to be substantially in
the form of Exhibit A annexed hereto, with appropriate insertions, modifications
and omissions, as hereinafter provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties hereto as follows:

ARTICLE 1.
DEFINITIONS.

The following definitions shall for all purposes, unless otherwise
clearly indicated, apply to the respective terms used in this Deposit Agreement:

SECTION 1.01. American Depositary Shares.
--------------------------
The term "American Depositary Shares" shall mean the rights
represented by the Receipts issued hereunder and the interests in the Deposited
Securities represented thereby. Each American Depositary Share shall represent
five (5) Shares, until there shall occur a distribution upon Deposited
Securities covered by Section 4.03 or a change in Deposited Securities covered
by Section 4.08 with respect to which additional Receipts are not executed and
delivered, and thereafter American Depositary Shares shall evidence the amount
of Shares or Deposited Securities specified in such Sections.

SECTION 1.02. Commission.
----------
The term "Commission" shall mean the Securities and Exchange
Commission of the United States or any successor governmental agency in the
United States.

SECTION 1.03. Custodian.
---------
The term "Custodian" shall mean the principal London, England
office of The Depositary, as agent of the Depositary for the purposes of this
Deposit Agreement, and any other firm or corporation which may hereafter be
appointed by the Depositary pursuant to the terms of Section 5.05, as substitute
or additional custodian or custodians hereunder, as the context shall require
and the term "Custodians" shall mean all of them, collectively.

SECTION 1.04. Deposit Agreement.
-----------------
The term "Deposit Agreement" shall mean this Agreement, as the
same may be amended from time to time in accordance with the provisions hereof.

SECTION 1.05. Depositary; Corporate Trust Office.
----------------------------------
The term "Depositary" shall mean The Bank of New York, a New
York banking corporation. The term "Corporate Trust Office", when used with
respect to the Depositary, shall mean the office of the Depositary which at the
date of this Agreement is 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000.

SECTION 1.06. Deposited Securities.
--------------------
The term "Deposited Securities" as of any time shall mean
Shares at such time deposited or deemed to be deposited under this Deposit
Agreement and any and all other securities, property and cash received by the
Depositary or the Custodian in respect thereof and at such time held hereunder,
subject as to cash to the provisions of Section 4.05.

SECTION 1.07. Dollars; Xxxxx; Foreign Currency.
--------------------------------
The term "Dollars" shall mean United States dollars. The term
"xxxxx" or "p" shall mean United Kingdom xxxxx. The term "Foreign Currency"
shall mean any currency other than Dollars.

SECTION 1.08. Foreign Registrar.
-----------------
The term "Foreign Registrar" shall mean Lloyds Bank PLC, The
Causeway, Goring-by Sea, Wathing, West Sussex BN126DA, England, a company
organized under the laws of England, which carries out the duties of registrar
for the Ordinary Shares of the Issuer or any successor as registrar for the
Ordinary Shares of the Issuer.

SECTION 1.09. Issuer.
------
The term "Issuer" shall mean Micro Focus Group Public
Limited Company (incorporated in England with reg. no. 1709998, and its
successors and permitted assigns.

SECTION 1.10. Owner.
-----
The term "Owner" shall mean the person in whose name a Receipt
is registered on the books of the Depositary maintained for such purpose.

SECTION 1.11. Receipts.
--------
The term "Receipts" shall mean the American Depositary
Receipts issued hereunder representing American Depositary Shares in
substantially the form of Exhibit A hereto.

SECTION 1.12. Registrar.
---------
The term "Registrar" shall mean any bank or trust company
having an office in the Borough of Manhattan, The City of New York, which shall
be appointed to register Receipts and transfers of Receipts as herein provided.

SECTION 1.13. Restricted Receipts.
-------------------
The term "Restricted Receipts" shall mean any Receipts issued
pursuant to Section 4.04 hereunder in connection with the issuance of rights by
the Issuer as set forth in such Section. Any such Restricted Receipts shall be
held by such Owner and legended in accordance with applicable U.S. laws, and
shall be subject to the appropriate restrictions on sale, deposit, cancellation,
and transfer under such laws.

SECTION 1.14. Restricted Securities.
---------------------
The term "Restricted Securities" shall mean Shares as defined
below, or Receipts representing such Shares, which are acquired directly or
indirectly from the Issuer or its affiliates (as defined in Rule 144 to the
Securities Act of 1933) in a transaction or chain of transactions not involving
any public offering or which are subject to resale limitations under Regulation
D under that Act or both, or which are held by an officer, director (or persons
performing similar functions) or other affiliate of the Issuer, or which are
subject to other restrictions on sale or deposit under the laws of the United
States, England, or under a shareholder agreement or the Memorandum and Articles
of Association of the Issuer.

SECTION 1.15. Securities Act of 1933.
----------------------
The term "Securities Act of 1933" shall mean the United States
Securities Act of 1933, as from time to time amended.

SECTION 1.16. Shares.
------
The term "Shares" shall mean fully-paid Ordinary shares of 2p
in the capital of the Issuer, heretofore validly issued and outstanding and
fully paid, non-assessable and free of any pre-emption rights of the holders of
outstanding Shares or hereafter validly issued and outstanding and fully paid,
non-assessable and free of any pre-emption rights of the holders of outstanding
Shares or interim certificates representing such Shares.

ARTICLE 2.
FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION
AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.

SECTION 2.01. Form and Transferability of Receipts.
------------------------------------
Definitive Receipts shall be substantially in the form set
forth in Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. No Receipt
shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose, unless such Receipt shall have been executed by the
Depositary by the manual or facsimile signature of a duly authorized signatory
of the Depositary and, if a Registrar for the Receipts shall have been
appointed, countersigned by the manual or facsimile signature of a duly
authorized officer of the Registrar. The Depositary shall maintain books on
which each Receipt so executed and delivered as hereinafter provided and the
transfer of each such Receipt shall be registered. Receipts bearing the
signature (manual or facsimile) of a duly authorized signatory of the Depositary
who was at any time a proper signatory of the Depositary shall bind the
Depositary, notwithstanding that such signatory has ceased to hold such office
prior to the execution of such Receipts by the Registrar and their delivery or
did not hold such office at the date of such Receipts.

The Receipts may be endorsed with or have incorporated in the
text thereof such legends or recitals or changes not inconsistent with the
provisions of this Deposit Agreement as may be required by the Depositary or
required to comply with any applicable law or regulations thereunder or with the
rules and regulations of any securities exchange upon which Receipts may be

listed or to conform with any usage with respect thereto, or to indicate any
special limitations or restrictions to which any particular Receipts are subject
by reason of the date of issuance of the underlying Deposited Securities or
otherwise.

Title to a Receipt (and to the American Depositary Shares
evidenced thereby), when properly endorsed or accompanied by proper instruments
of transfer, shall be transferable by delivery with the same effect as in the
case of a negotiable instrument; provided, however, that the Depositary,
notwithstanding any notice to the contrary, may treat the Owner thereof as the
absolute owner thereof for the purpose of determining the person entitled to
distribution of dividends or other distributions or to any notice provided for
in this Deposit Agreement and for all other purposes.

SECTION 2.02. Deposit of Shares.
-----------------
Subject to the terms and conditions of this Deposit Agreement,
Shares or evidence of rights to receive Shares may be deposited by delivery
thereof to any Custodian hereunder, accompanied by any appropriate instrument or
instruments of transfer, or endorsement, in form satisfactory to the Custodians,
together with all such certifications as may be required by the Depositary or
the Custodians in accordance with the provisions of this Deposit Agreement, and
if the Depositary requires together with a written order directing the
Depositary to execute and deliver to, or upon the written order of, the person
or persons stated in such order a Receipt or Receipts for the number of American
Depositary Shares representing such deposit. If required by the Depositary,
Shares presented for deposit at any time, whether or not the transfer books of
the Issuer (or the appointed agent of the Issuer for transfer and registration
of Shares, which may but need not be the Foreign Registrar) are closed, shall
also be accompanied by an agreement or assignment, or other instrument
satisfactory to the Depositary, which will provide for the prompt transfer to
the Custodian of any dividend, or right to subscribe for additional Shares or to
receive other property which any person in whose name the Shares are or have
been recorded may thereafter receive upon or in respect of such deposited
Shares, or in lieu thereof, such agreement of indemnity or other agreement as
shall be satisfactory to the Depositary.

At the request and risk and expense of any Owner, and for the
account of such Owner, the Depositary may receive certificates for Shares to be
deposited, together with the other instruments herein specified, for the purpose
of forwarding such Share certificates to the Custodian for deposit hereunder.

Upon each delivery to a Custodian of a certificate or
certificates for Shares to be deposited hereunder, together with the other
documents above specified, such Custodian shall, as soon as transfer and
recordation can be accomplished, present such certificate or certificates to the
Issuer (or the appointed agent of the Issuer for transfer and registration of
Shares, which may but need not be the Foreign Registrar), for transfer and
recordation of the Shares being deposited in the name of the Depositary or its
nominee or such Custodian or its nominee.
Deposited Securities shall be held by the Depositary or by a
Custodian for the account and to the order of the Depositary or at such other
place or places as the Depositary shall determine.

SECTION 2.03. Execution and Delivery of Receipts.
----------------------------------
Upon receipt by any Custodian of any deposit pursuant to
Section 2.02 hereunder (and in addition, if the transfer books of the Issuer [or
the appointed agent of the Issuer for the transfer and registration of Shares,
which may but need not be the Foreign Registrar] are open, the Depositary may
require a proper acknowledgment or other evidence from the Issuer satisfactory
to the Depositary that any Deposited Securities have been recorded upon the
books of the Issuer [or the appointed agent of the Issuer for the transfer and
registration of Shares, which may but need not be the Foreign Registrar] in the
name of the Depositary or its nominee or such Custodian or its nominee),
together with the other documents required as above specified, such Custodian
shall notify the Depositary of such deposit and the person or persons to whom or
upon whose written order a Receipt or Receipts are deliverable in respect
thereof and the number of American Depositary Shares to be represented thereby.
Such notification shall be made by letter sent first class airmail postage
prepaid or, at the request and risk and expense of the person making the
deposit, by cable, telex or facsimile transmission. Upon receiving such notice
from such Custodian, or upon the receipt of Shares by the Depositary, the
Depositary, subject to the terms and conditions of this Deposit Agreement, shall

execute and deliver at its Corporate Trust Office, to or upon the order of the
person or persons entitled thereto, a Receipt or Receipts, registered in the
name or names and representing any authorized number of American Depositary
Shares requested by such person or persons, but only upon payment to the
Depositary of the fee of the Depositary for the execution and delivery of such
Receipt or Receipts, and of all taxes and governmental charges and fees payable
in connection with such deposit and the transfer of the Deposited Securities.

SECTION 2.04. Transfer of Receipts; Combination and Split-up of Receipts.
--------------------------------------------------------
The Depositary, subject to the terms and conditions of this
Deposit Agreement, shall register transfers on its transfer books from time to
time of Receipts, upon any surrender of a Receipt, by the Owner in person or by
duly authorized attorney, properly endorsed or accompanied by proper instruments
of transfer, and duly stamped as may be required by the laws of the State of New
York and of the United States of America. Thereupon the Depositary shall execute
a new Receipt or Receipts and deliver the same to or upon the order of the
person entitled thereto.

The Depositary, subject to the terms and conditions of this
Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose
of effecting a split-up or combination of such Receipt or Receipts, execute and
deliver a new Receipt or Receipts for any authorized number of American
Depositary Shares requested, representing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered.

The Depositary may, with the Issuer's approval, appoint one or
more co-transfer agents for the purpose of effecting transfers, combinations and
split-ups of Receipts at designated transfer offices on behalf of the
Depositary. In carrying out its functions, a co-transfer agent may require
evidence of authority and compliance with applicable laws and other requirements
by holders or Owners or persons entitled thereto and will be entitled to
protection and indemnity to the same extent as the Depositary.

SECTION 2.05. Surrender of Receipts and Withdrawal of Shares.
----------------------------------------------
Upon surrender at the Corporate Trust Office of the Depositary
of a Receipt for the purpose of withdrawal of the Deposited Securities
represented thereby, and upon payment of the fee of the Depositary for the
surrender of Receipts, and subject to the terms and conditions of this Deposit
Agreement, the Owner of such Receipt shall be entitled to delivery, to him or
upon his order, of the amount of Deposited Securities at the time represented by
such Receipt. Delivery of such Deposited Securities may be made by the delivery
of certificates to such Owner or as ordered by him. Such delivery shall be made,
as hereinafter provided, without unreasonable delay.

A Receipt surrendered for such purposes may be required by the
Depositary to be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary requires, the Owner thereof shall
execute and deliver to the Depositary a written order directing the Depositary
to cause the Deposited Securities being withdrawn to be delivered to or upon the
written order of a person or persons designated in such order. Thereupon the
Depositary shall direct one (or more) of the Custodians to deliver at the
principal London, England office of such Custodian, subject to Sections 2.06,
3.01 and 3.02, and to the other terms and conditions of this Deposit Agreement,
to or upon the written order of the person or persons designated in the order
delivered to the Depositary if so required by the Depositary and as above
provided, the amount of Deposited Securities represented by such Receipt, except
that the Depositary may make delivery to such person or persons at the Corporate
Trust Office of the Depositary of any dividends or distributions with respect to
the Deposited Securities represented by such Receipt, or of any proceeds of sale
of any dividends, distributions or rights, which may at the time be held by the
Depositary.

At the request, risk and expense of any Owner so surrendering
a Receipt, and for the account of such Owner, the Depositary shall direct the
Custodian to forward a certificate or certificates and other proper documents of
title for the Deposited Securities represented by such Receipt to the Depositary
for delivery at the Corporate Trust Office of the Depositary. Such direction
shall be given by letter sent first class airmail postage prepaid or, at the
request, risk and expense of such Owner, by cable, telex or facsimile
transmission.

SECTION 2.06. Limitations on Execution and Delivery, Transfer and Surrender
of Receipts.
-------------------------------------------------------------
As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination or surrender of any Receipt or
withdrawal of any Deposited Securities, the Depositary or the Custodian may
require payment from the depositor of Shares or the presentor of the Receipt of
a sum sufficient to reimburse it for any tax or other governmental charge and
any stock transfer or registration fee with respect thereto (including any such
tax or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as herein provided, may require the production of
proof satisfactory to it as to the identity and genuineness of any signature and
may also require compliance with such regulations, if any, as the Depositary may
establish consistent with the provisions of this Deposit Agreement.

The delivery of Receipts against deposits of Shares generally or against
deposits of particular Shares may be suspended, or the transfer of Receipts in
particular instances may be refused, or the registration of transfer of
outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary or the Issuer at any time or from time
to time because of any requirement of law or of any government or governmental
body or commission, or under any provision of this Deposit Agreement, or for any
other reason. The surrender of outstanding Receipts and withdrawal of Deposited
Securities may not be suspended subject only to (i) temporary delays caused by
closing the transfer books of the Depositary or the Issuer or the deposit of
Shares in connection with voting at a shareholders' meeting, or the payment of
dividends, (ii) the payment of fees, taxes and similar charges, and (iii)
compliance with any U.S. or foreign laws or governmental regulations relating to
the Receipts or to the withdrawal of the Deposited Securities. The Depositary
may retain for its own account any compensation for the issuance of Receipts
against evidence of rights to receive Shares, including without limitation out
of earnings on the collateral securing such rights. Without limitation of the
foregoing, neither the Depositary nor the Custodian shall knowingly accept for
deposit under this Deposit Agreement any Shares required to be registered under

the provisions of the Securities Act of 1933, unless a registration statement is
in effect as to such Shares.

SECTION 2.07. Lost Receipts, etc.
-------------------
In case any Receipt shall be mutilated, destroyed, lost or
stolen, the Depositary shall execute and deliver a new Receipt of like tenor, in
exchange and substitution for such mutilated Receipt upon cancellation thereof,
or in lieu of and in substitution for such destroyed or lost or stolen Receipt,
upon the Owner thereof filing with the Depositary (a) a request for such
execution and delivery before the Depositary has notice that the Receipt has
been acquired by a bona fide purchaser and (b) a sufficient indemnity bond and
satisfying any other reasonable requirements imposed by the Depositary.

SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.
-----------------------------------------------------
All Receipts surrendered to the Depositary shall be cancelled
by the Depositary. The Depositary is authorized to destroy Receipts so
cancelled.

SECTION 2.09. Pre-Release of Receipts.
-----------------------
Notwithstanding Section 2.03 hereof, the Depositary may
execute and deliver Receipts prior to the receipt of Shares pursuant to Section
2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.05, deliver
Shares upon the receipt and cancellation of Receipts which have been
Pre-Released, whether or not such cancellation is prior to the termination of
such Pre-Release or the Depositary knows that such Receipt has been
Pre-Released. The Depositary may receive Receipts in lieu of Shares in
satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person to whom Receipts are to
be delivered that such person, or its customer, owns the Shares or Receipts to
be remitted, as the case may be, (b) at all times fully collateralized with cash
or such other collateral as the Depositary deems appropriate, (c) terminable by
the Depositary on not more than five (5) business days notice, and (d) subject
to such further indemnities and credit regulations as the Depositary deems
appropriate. The number of American Depositary Shares which are outstanding at
any time as a result of Pre-Releases will not normally exceed thirty percent
(30%) of the Shares deposited hereunder; provided, however, that the Depositary

reserves the right to change or disregard such limit from time to time as it
deems appropriate.

The Depositary may retain for its own account any compensation
received by it in connection with the foregoing.

ARTICLE 3.
CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.

SECTION 3.01 Filing Proofs, Certificates and Other Information.
-------------------------------------------------
Any person presenting Shares for deposit or any Owner of a
Receipt may be required from time to time to file such proof of citizenship or
residence, exchange control approval, evidence of the number of Receipts and
Deposited Securities legally or beneficially owned or such information relating
to the registration on the books of the Issuer (or the appointed agent of the
Issuer for transfer and registration of Shares, which may but need not be the
Foreign Registrar) of the Shares presented for deposit or other information, to
execute such certificates and to make such representations and warranties, as
the Depositary may reasonably deem necessary or proper. The Depositary may, and
if requested by the Issuer shall, withhold, the delivery or registration of
transfer of any Receipt or the distribution or sale of any dividend or other
distribution or rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed.

SECTION 3.02 Liability of Owner for Taxes.
----------------------------
If any tax or other governmental charge shall become payable
with respect to any Receipt or any Deposited Securities represented by any
Receipt, such tax or other governmental charge shall be payable by the Owner of
such Receipt to the Depositary. The Depositary may refuse to effect any transfer
of such Receipt or any withdrawal of Deposited Securities represented thereby
until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Owner thereof any part or all
of the Deposited Securities represented by such Receipt, and may apply such
dividends or other distributions or the proceeds of any such sale in payment of

such tax or other governmental charge, the Owner of such Receipt remaining
liable for any deficiency.

SECTION 3.03. Warranties on Deposit of Shares.
-------------------------------
Every person depositing Shares under this Deposit Agreement
shall be deemed thereby to represent and warrant that such Shares and each
certificate therefor are validly issued, fully paid, non-assessable and free of
any pre-emption rights of the holders of outstanding Shares and that the person
making such deposit is duly authorized so to do. Every such person shall also be
deemed to represent that the deposit of Shares or sale of Receipts by that
person is not restricted under the Securities Act of 1933. Such representations
and warranties shall survive the deposit of Shares and issuance of Receipts. Any
shares delivered to the Custodian for deposit bearing a legend shall not be
accepted for deposit without first obtaining Issuer's consent.

ARTICLE 4.
THE DEPOSITED SECURITIES.

SECTION 4.01. Cash Distributions.
------------------
Whenever the Depositary shall receive any cash dividend or
other cash distribution by the Issuer on any Deposited Securities, the
Depositary shall, subject to the provisions of Section 4.05, convert such
dividend or distribution into Dollars and shall distribute the amount thus
received to the Owners as of the record date fixed pursuant to Section 4.06, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively; provided, however, that in the
event that the Issuer or the Depositary shall be required to withhold and does
withhold from any cash dividend or other cash distribution in respect of any
Deposited Securities an amount on account of taxes, the amount distributed to
the Owner of Receipts for American Depositary Shares representing such Deposited
Securities shall be reduced accordingly. The Depositary shall distribute only
such amount, however, as can be distributed without attributing to any Owner of
a Receipt a fraction of one cent. Any such fractional amounts shall be rounded
to the nearest whole cent and so distributed to Owners entitled thereto. The

Issuer or its agent will remit to the appropriate governmental agency in the
England all amounts withheld and owing to such agency. The Depositary will
forward to the Issuer or its agent such information from its records as the
Issuer may reasonably request to enable the Issuer or its agent to file
necessary reports with governmental agencies, and either the Depositary or the
Issuer or its agent may file any such reports necessary to obtain benefits under
the applicable tax treaties for the Owners.

SECTION 4.02. Distributions Other Than Cash or Shares.
---------------------------------------
Whenever the Depositary shall receive any distribution other
than cash or Shares upon any Deposited Securities, the Depositary shall cause
the securities or property received by it to be distributed to the Owners as of
the record date fixed pursuant to Section 4.06, in proportion to the number of
American Depositary Shares representing such Deposited Securities held by them
respectively, in any manner that the Depositary may deem equitable and
practicable for accomplishing such distribution; provided, however, that if in
the opinion of the Depositary such distribution cannot be made proportionately
among such Owners as of the record date fixed pursuant to Section 4.06, or if
for any other reason (including any requirement that the Issuer or the
Depositary withhold an amount on account of taxes) the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, and the net proceeds of any such sale shall
be distributed by the Depositary to such Owners.

SECTION 4.03. Distributions in Shares.
-----------------------
If any distribution upon any Deposited Securities consists of
a dividend in, or free distribution of, Shares, the Depositary may, and shall if
the Issuer shall so request, distribute to the Owners, as of the record date
fixed pursuant to Section 4.06, in proportion to the number of American
Depositary Shares representing such Deposited Securities held by them
respectively, additional Receipts for an aggregate number of American Depositary
Shares representing the amount of Shares received as such dividend or free
distribution. In lieu of delivering Receipts for fractional American Depositary
Shares in any such case, the Depositary shall sell the amount of Shares
represented by the aggregate of such fractions and distribute the net proceeds,

all in the manner and subject to the conditions described in Section 4.02. If
additional Receipts are not so distributed, each American Depositary Share shall
thenceforth also represent the additional Shares distributed upon the Deposited
Securities represented thereby.

SECTION 4.04. Rights.
------
In the event that the Issuer shall offer or cause to be
offered to the holders of any Deposited Securities any rights to subscribe for
additional Shares or any rights of any other nature, the Depositary shall have
discretion as to the procedure to be followed in making such rights available to
any Owners or in disposing of such rights on behalf of any Owners and making the
net proceeds available in Dollars to such Owners or, if by the terms of such
rights offering or, for any other reason, the Depositary may not either make
such rights available to any Owners or dispose of such rights and make the net
proceeds available to such Owners, then the Depositary shall allow the rights to
lapse; provided, however, if at the time of the offering of any rights the
Depositary reasonably determines that it is lawful and feasible to make such
rights available to all Owners or to certain Owners but not to other Owners, the
Depositary shall distribute, to any Owner to whom it determines the distribution
to be lawful and feasible, in proportion to the number of American Depositary
Shares held by such Owner, warrants or other instruments therefor in such form
as it deems appropriate to facilitate the exercise, sale or transfer of such
rights by such Owner. If the Depositary reasonably determines that it is not
lawful and feasible to make such rights available to certain Owners or if the
rights represented by such warrants or other instruments are not exercised and
appear about to lapse, it may sell the rights or warrants or other instruments
in proportion to the number of American Depositary Shares held by the Owners to
whom it has determined it may not lawfully or feasibly to make such rights
available, and allocate the net proceeds of such sales for the account of such
Owners otherwise entitled to such rights, warrants or other instruments, upon an
averaged or other practical basis without regard to any distinctions among such
Owners because of exchange restrictions or the date of delivery of any Receipt
or Receipts, or otherwise.

If an Owner of Receipts requests the distribution of warrants
or other instruments in order to exercise the rights allocable to the American
Depositary Shares of such Owner hereunder, the Depositary will make such rights

available to such Owner upon written notice from the Issuer to the Depositary
that (a) the Issuer has elected in its sole discretion to permit such rights to
be exercised and (b) such Owner has executed such documents as the Issuer has
determined in its sole discretion are reasonably required under applicable law.
Upon instruction pursuant to such warrants or other instruments to the
Depositary from such Owner to exercise such rights, upon payment by such Owner
to the Depositary for the account of such Owner of an amount equal to the
purchase price of the Shares to be received in exercise of the rights, and upon
payment of the fees of the Depositary as set forth in such warrants or other
instruments, the Depositary shall, on behalf of such Owner, exercise the rights
and purchase the Shares, and the Issuer shall cause the Shares so purchased to
be delivered to the Depositary on behalf of such Owner. As agent for such Owner,
the Depositary will cause the Shares so purchased to be deposited pursuant to
Section 2.02 of this Deposit Agreement, and shall, pursuant to Section 2.03 of
this Deposit Agreement, execute and deliver to such Owner Restricted Receipts.

If registration under the Securities Act of 1933 of the
securities to which any rights relate is required in order for the Issuer to
offer such rights to Owners and sell the securities represented by such rights,
the Issuer or the Depositary shall not be required to offer such rights to
Owners of Receipts under any circumstances unless and until such a registration
statement is in effect, or unless the offering and sale of such securities to
the Owners of such Receipts are exempt from registration under the provisions of
such Act.

SECTION 4.05. Conversion of Foreign Currency.
------------------------------
Whenever the Depositary shall receive Foreign Currency, by way
of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
Foreign Currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall convert or cause to be converted, by sale or
in any other manner that it may determine, such Foreign Currency into Dollars,
and such Dollars shall be distributed to the Owners entitled thereto or, if the
Depositary shall have distributed any warrants or other instruments which
entitle the holders thereof to such Dollars, then to the holders of such
warrants and/or instruments upon surrender thereof for cancellation. Such

distribution may be made upon an averaged or other practicable basis without
regard to any distinctions among Owners on account of exchange restrictions or
otherwise.

If such conversion or distribution can be effected only with
the approval or license of any government or agency thereof, the Depositary
shall file such application for approval or license, if any, as it may deem
desirable.

If at any time the Depositary shall determine that in its
judgment any Foreign Currency received by the Depositary is not convertible on a
reasonable basis into Dollars transferable to the United States, or if any
approval or license of any government or agency thereof which is required for
such conversion is denied or in the opinion of the Depositary is not obtainable,
or if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, the Depositary may distribute the Foreign Currency
(or an appropriate document evidencing the right to receive such Foreign
Currency) received by the Depositary to, or in its discretion may hold such
Foreign Currency for the respective accounts of, the Owners entitled to receive
the same.

If any such conversion of Foreign Currency, in whole or in
part, cannot be effected for distribution to some of the Owners entitled
thereto, the Depositary may in its discretion make such conversion and
distribution in Dollars to the extent permissible to the Owners of Receipts
entitled thereto and may distribute the balance of the Foreign Currency received
by the Depositary to, or hold such balance for the respective accounts of, the
Owners entitled thereto.

SECTION 4.06 Fixing of Record Date.
---------------------
Whenever the Depositary shall receive notice of the fixing of
a record date by the Issuer for the determination of the holders of Deposited
Securities entitled to receive any cash dividend or other cash distribution, any
distribution other than cash, or any rights to be issued with respect to the
Deposited Securities, or whenever for any reason the Depositary causes a change
in the number of Shares that are represented by each American Depositary Share,
or whenever the Depositary shall receive notice of the fixing of a record date

by the Issuer for the determination of the holders of Deposited Securities
entitled to vote at any meeting of holders of Shares or other Deposited
Securities, the Depositary, in consultation with the Issuer, shall fix a record
date for the determination of the Owners of Receipts who shall be entitled to
receive such dividend, distribution or rights, or the net proceeds of the sale
thereof, or to give instructions for the exercise of voting rights at any such
meeting, or for fixing the date on or after which each American Depositary Share
will represent the changed number of Shares. Subject to the provisions of
Sections 4.01 through 4.05 and to the other terms and conditions of this Deposit
Agreement, the Owners on such record date shall be entitled to receive the
amount distributable by the Depositary with respect to such dividend or other
distribution or such rights or the net proceeds of sale thereof in proportion to
the number of American Depositary Shares held by them respectively.

SECTION 4.07. Voting of Deposited Securities.
------------------------------
(i) As soon as practicable after receipt of notice of any
meeting or solicitation of consents or proxies of holders of Shares or other
Deposited Securities, the Depositary shall mail to the Owners a notice
containing (a) such information as is contained in the notice received by the
Depositary, (b) a statement that each Owner at the close of business on a
specified record date will be entitled, subject to applicable law and the
provisions of the Memorandum and the Articles of Association of the Issuer and
the provisions of or governing Deposited Securities, to instruct the Depositary
in writing as to the exercise of voting rights, if any, pertaining to the
Deposited Securities represented by the American Depositary Shares evidenced by
such Owner's Receipts and (c) a statement as to the manner in which such
instructions may be given, including, when applicable, deemed given in
accordance with paragraph (ii) of this Section if no instruction is received.
Upon the written request of an Owner on such record date, received on or before
the date established by the Depositary for such purpose (the "Instruction
Date"), the Depositary shall endeavor insofar as practicable and permitted under
applicable law and the provisions of the Memorandum and the Articles of
Association of the Issuer and the provisions of or governing Deposited
Securities to vote or cause to be voted the Deposited Securities represented by
the American Depositary Shares evidenced by such Owner's Receipts in accordance
with any nondiscretionary proxy to a person designated by the Issuer. The
Depositary shall not itself exercise any voting discretion over any Deposited
Securities.

(ii) If after complying with the procedures set forth in this
Section the Depositary does not receive instructions from the Owner of a Receipt
on or before the Instruction Date, the Depositary shall deliver a discretionary
proxy for the Shares evidenced by such Receipt in such form as provided by the
Issuer to a person designated by the Issuer; provided, that no such proxy shall
be given with respect to any matter as to which the Issuer informs the
Depositary (and the Issuer agrees to provide such information as promptly as
practicable in writing) that (x) the Issuer does not wish such proxy given, (y)
substantial opposition exists or (z) such matter materially and adversely
affects the rights of holders of Shares.

There can be no assurance that Owners generally or any Owner
in particular will receive the notice described in paragraph (i) of this Section
sufficiently prior to the Instruction Date to ensure that the Depositary will
vote the Shares or Deposited Securities in accordance with the provisions set
forth in such paragraph.

SECTION 4.08. Changes Affecting Deposited Securities.
--------------------------------------
Upon any change in nominal value, par value, split-up,
consolidation or any other reclassification of Deposited Securities, or upon any
recapitalization, reorganization, merger or consolidation or sale of assets
affecting the Issuer or to which it is a party, any securities which shall be
received by the Depositary or a Custodian in exchange for or in conversion of or
in respect of Deposited Securities shall be treated as new Deposited Securities
under this Deposit Agreement, and American Depositary Shares shall thenceforth
represent the new Deposited Securities so received in exchange or conversion,
unless additional Receipts are delivered pursuant to the following sentence. In
any such case the Depositary may, upon consultation with the Issuer, and shall
if the Issuer shall so request, execute and deliver additional Receipts as in
the case of a dividend on the Shares, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts specifically describing such new
Deposited Securities.

SECTION 4.09. Reports.
-------
The Depositary shall make available for inspection by Owners
at its Corporate Trust Office any reports and communications, including any
proxy soliciting material, received from the Issuer which are both (a) received
by the Depositary as the holder of the Deposited Securities and (b) made
generally available to the holders of such Deposited Securities by the Issuer.
The Depositary shall also send to the Owners copies of such reports when
furnished by the Issuer pursuant to Section 5.06.

In addition, upon notice that the Issuer has not furnished the
Commission with any public reports, documents or other information as required
by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange
Act of 1934, as from time to time amended, the Depositary shall furnish promptly
to the Commission copies of all annual or other periodic reports and other
notices or communications which the Depositary receives as holder of the
Deposited Securities from the Issuer and which are not so furnished to or filed
with the Commission pursuant to any other requirement of the Commission and the
Depositary is hereby authorized by the Issuer so to do on its behalf.

SECTION 4.10. Lists of Receipt Owners.
-----------------------
Promptly upon request by the Issuer, the Depositary shall, at
the expense of the Issuer, furnish to it a list, as of a recent date, of the
names, addresses and holdings of American Depositary Shares by all persons in
whose names Receipts are registered on the books of the Depositary.

SECTION 4.11. Withholding.
-----------
In the event that the Depositary determines that any
distribution in property (including Shares and rights to subscribe therefor) is
subject to any tax which the Depositary is obligated to withhold, the Depositary
may dispose of all or a portion of such property (including Shares and rights to
subscribe therefor) in such amounts and in such manner as the Depositary deems
necessary and practicable to pay any such taxes, by public or private sale, and
the Depositary shall distribute the net proceeds of any such sale after

deduction of such taxes to the Owners entitled thereto in proportion to the
number of American Depositary Shares held by them respectively.

ARTICLE 5.
THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER.

SECTION 5.01. Maintenance of Office and Transfer Books by the Depositary.
--------------------------------------------------------
Until termination of this Deposit Agreement in accordance with
its terms, the Depositary shall maintain in the Borough of Manhattan, The City
of New York, facilities for the execution and delivery, registration,
registration of transfers and surrender of Receipts in accordance with the
provisions of this Deposit Agreement. The Depositary or its agent agrees to
register as a foreign nominee for the purposes of this Agreement pursuant to
English Law.

The Depositary shall keep books for the registration of
Receipts and transfers of Receipts which at all reasonable times shall be open
for inspection by the Owners, provided that such inspection shall not be for the
purpose of communicating with Owners in the interest of a business or object
other than the business of the Issuer or a matter related to this Deposit
Agreement or the Receipts.

The Depositary may close the transfer books, at any time or
from time to time, when deemed expedient by it in connection with the
performance of its duties hereunder.

If any Receipts or the American Depositary Shares represented
thereby are listed on one or more stock exchanges in the United States, the
Depositary shall act as Registrar or appoint a Registrar or one or more
co-registrars for registry of such Receipts in accordance with any requirements
of such exchange or exchanges.

SECTION 5.02. Prevention or Delay in Performance by the Depositary or
-------------------------------------------------------
the Issuer.
----------
Neither the Depositary nor the Issuer shall incur any liability to
any Owner of any Receipt, if by reason of any provision of any present or future

law of the United States or any other country, or of any other governmental
authority, or by reason of any provision, present or future, of the Memorandum
and Articles of Association of the Issuer, or by reason of any act of God or war
or other circumstances beyond its control, the Depositary or the Issuer shall be
prevented or forbidden from, or be subjected to any civil or criminal penalty on
account of, doing or performing any act or thing which by the terms of this
Deposit Agreement it is provided shall be done or performed; nor shall the
Depositary or the Issuer incur any liability to any Owner of a Receipt by reason
of any non-performance or delay, caused as aforesaid, in the performance of any
act or thing which by the terms of this Deposit Agreement it is provided shall
or may be done or performed, or by reason of any exercise of, or failure to
exercise, any discretion provided for in this Deposit Agreement. Where, by the
terms of a distribution pursuant to Sections 4.01, 4.02, or 4.03 of this Deposit
Agreement, or an offering or distribution pursuant to Section 4.04 of this
Deposit Agreement, or for any other reason, such distribution or offering may
not be made available to Owners, and the Depositary may not dispose of such
distribution or offering on behalf of such Owners and make the net proceeds
available to such Owners, then the Depositary shall not make such distribution
or offering, and shall allow any rights, if applicable, to lapse.

SECTION 5.03. Obligations of the Depositary, the Custodian and the Issuer.
-----------------------------------------------------------
The Issuer assumes no obligation nor shall it be subject to
any liability under this Deposit Agreement to Owners or holders of Receipts,
except that it agrees to perform its obligations set forth in this Deposit
Agreement without negligence or bad faith.

The Depositary assumes no obligation nor shall it be subject
to any liability under this Deposit Agreement to any Owners (including, without
limitation, liability with respect to the validity or worth of the Deposited
Securities), except that it agrees to perform its obligations specifically set
forth in this Deposit Agreement without negligence or bad faith.

Neither the Depositary nor the Issuer shall be under any
obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or in respect of the Receipts,
which in its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense and liability be furnished as often as

may be required, and the Custodian shall not be under any obligation whatsoever
with respect to such proceedings, the responsibility of the Custodian being
solely to the Depositary.

Neither the Depositary nor the Issuer shall be liable for any
action or nonaction by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any Owner,
or any other person believed by it in good faith to be competent to give such
advice or information.

The Depositary shall not be responsible for any failure to
carry out any instructions to vote any of the Deposited Securities, or for the
manner in which any such vote is cast or effect of any such vote, provided that
any such action or nonaction is in good faith and not as a result of
Depositary's negligence.

The Depositary may own and deal in any class of securities of
the Issuer and its affiliates and in Receipts.

No disclaimer of liability under the Securities Act of 1933 is
intended by any provision of this Deposit Agreement.

SECTION 5.04. Resignation and Removal of the Depositary.
-----------------------------------------
The Depositary may at any time resign as Depositary hereunder
by written notice of its election so to do delivered to the Issuer. The
Depositary may at any time be removed by the Issuer by written notice of such
removal. In case at any time the Depositary acting hereunder shall resign or be
removed, it shall continue to act as Depositary for the purpose of terminating
this Deposit Agreement pursuant to Section 6.02.

Any corporation into or with which the Depositary may be
merged or consolidated shall be the successor of the Depositary without the
execution or filing of any document or any further act.

SECTION 5.05 The Custodians.
--------------
The Depositary has appointed the principal London, England
office of the Depositary as custodian and agent of the Depositary for the
purposes of this Deposit Agreement. The Custodian or its successors in acting
hereunder shall be subject at all times and in all respects to the directions of
the Depositary and shall be responsible solely to it. Any Custodian may resign
and be discharged from its duties hereunder by notice of such resignation
delivered to the Depositary at least 30 days prior to the date on which such
resignation is to become effective. If upon such resignation there shall be no
Custodian acting hereunder, the Depositary shall, promptly after receiving such
notice, appoint a substitute custodian or custodians, each of which shall
thereafter be a Custodian hereunder. Whenever the Depositary in its discretion
determines that it is in the best interest of the Owners to do so, it may
appoint a substitute or additional custodian or custodians, which shall
thereafter be one of the Custodians hereunder. Upon demand of the Depositary any
Custodian shall deliver such of the Deposited Securities held by it as are
requested of it to any other Custodian or such substitute or additional
custodian or custodians. Each such substitute or additional custodian shall
deliver to the Depositary, forthwith upon its appointment, an acceptance of such
appointment satisfactory in form and substance to the Depositary.

SECTION 5.06. Notices and Reports.
-------------------
On or before the first date on which the Issuer gives notice,
by publication or otherwise, of any meeting of holders of Shares or other
Deposited Securities, or of any adjourned meeting of such holders, or of the
taking of any action in respect of any cash or other distributions or the
offering of any rights, the Issuer agrees to transmit to the Depositary and the
Custodians a copy of the notice thereof in the form given or to be given to
holders of Shares or other Deposited Securities.

The Issuer will arrange for the prompt transmittal by the
Issuer to the Depositary and the Custodian of such notices and any other reports
and communications which are made generally available by the Issuer to holders
of its Shares. If requested in writing by the Issuer, the Depositary will
arrange for the mailing, at the Issuer's expense, of copies of such notices,

reports and communications to all Owners. The Issuer will timely provide the
Depositary with the quantity of such notices, reports, and communications, as
requested by the Depositary from time to time, in order for the Depositary to
effect such mailings.

SECTION 5.07. Issuance of Additional Shares, etc.
----------------------------------
The Issuer agrees that in the event of any issuance of (1)
additional Shares, (2) rights to subscribe for Shares, (3) securities
convertible into Shares, or (4) rights to subscribe for such securities, the
Issuer will promptly furnish to the Depositary a written opinion from counsel
for the Issuer in the United States, which counsel shall be satisfactory to the
Depositary, stating whether or not the circumstances of such issue are such as
to make it necessary for a Registration Statement under the Securities Act of
1933 to be in effect prior to the delivery of the Receipts to be issued in
connection with such securities or the issuance of such rights. If in the
opinion of such counsel a Registration Statement is required, such counsel shall
furnish to the Depositary a written opinion as to whether or not there is a
Registration Statement in effect which will cover such issuance of securities or
rights.

The Issuer agrees with the Depositary that neither the Issuer
nor any company controlled by the Issuer will at any time deposit any Shares,
either upon original issuance or upon a sale of Shares previously issued and
reacquired by the Issuer or by any company under its control, unless a
Registration Statement is in effect or an exemption is available as to such
Shares under the Securities Act of 1933.

SECTION 5.08. Indemnification.
---------------
The Issuer agrees to indemnify the Depositary and any
Custodian against, and hold each of them harmless from, any liability or expense
(including but not limited to the fees and expenses of counsel) which may arise
out of acts performed or omitted, in accordance with the provisions of this
Deposit Agreement and of the Receipts, as the same may be amended, modified or
supplemented from time to time, (i) by either the Depositary or a Custodian,
except for any liability or expense arising out of the negligence or bad faith
of either of them, or (ii) by the Issuer or any of its agents.

The Depositary agrees to indemnify the Issuer and hold it
harmless from any liability or expense (including but not limited to the fees
and expenses of counsel), which may arise out of acts performed or omitted by
the Depositary or its Custodian due to their negligence or bad faith.

SECTION 5.09. Charges of Depositary.
---------------------
The Issuer agrees to pay the fees and reasonable expenses of
the Depositary and those of any Registrar, but the Issuer shall not pay or be
liable for (1) the fees of the Depositary for the execution and delivery of
Receipts pursuant to Section 2.03, transfers pursuant to Section 2.04, the
surrender of Receipts pursuant to Section 2.05, and the making of any
distribution pursuant to this Deposit Agreement, including but not limited to,
Sections 4.01 through 4.04 hereof, (2) taxes and other governmental charges, (3)
such registration fees as may from time to time be in effect for the
registration of transfers of Shares generally on the share register of the
Issuer (or the appointed agent of the Issuer for transfer and registration of
Shares which may but need not be the Foreign Registrar) and accordingly
applicable to transfers of Shares to the name of the Depositary or its nominee
or Custodian or its nominee on the making of deposits or withdrawals hereunder,
(4) such cable, telex and facsimile transmission expenses as are expressly
provided in this Deposit Agreement to be at the expense of persons depositing
Shares or Owners, and (5) such expenses as are incurred by the Depositary in the
conversion of Foreign Currency pursuant to Section 4.05. Any other charges of
the Depositary hereunder will be paid by the Issuer after consultation and
agreement between the Depositary and the Issuer as to the amount and nature of
such charges. Such charges may at any time and from time to time be changed by
agreement between the Issuer and the Depositary. The Depositary shall present
its statement for such charges and expenses to the Issuer once every three
months. The charges and expenses of the Custodian are for the sole account of
the Depositary. The Depositary shall charge any party to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Issuer or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.03 hereof) or who surrenders Receipts a fee of $5.00 or less per 100
American Depositary Shares (or portion thereof) for the issuance or surrender,
respectively, of a Receipt. In addition, the Depositary shall charge the Owners
and holders of Receipts a fee for, and deduct such fee from, the distribution of

proceeds pursuant to Section 4.04, such fee being in an amount equal to the fee
for the issuance of American Depositary Shares referred to above which would
have been charged as a result of the deposit by Owners of Shares received in
exercise of rights distributed to them pursuant to Section 4.04, but which
rights are instead sold by the Depositary, and the net proceeds distributed.

SECTION 5.10. Retention of Depositary Documents.
---------------------------------
The Depositary is authorized to destroy those documents,
records, bills and other data compiled during the term of this Deposit Agreement
at the times permitted by the governing statutes unless the Issuer requests that
such papers be retained for a longer period or turned over to the Issuer or to a
successor depositary.

SECTION 5.11. Exclusivity.
-----------
The Issuer agrees not to appoint any other depositary for
issuance of American Depositary Receipts so long as The Bank of New York is
acting as Depositary hereunder; provided, however, that the Depositary agrees to
use its best efforts to assist and cooperate with the Issuer in making the
transition from Depositary to another depositary in the event this Agreement is
terminated by either party and the Issuer decides to continue to make American
Depositary Receipts available to holders of Ordinary shares.

SECTION 5.12. List of Restricted Securities Owners.
------------------------------------
From time to time, the Issuer shall provide the Depositary a
list setting forth, to the actual knowledge of the Issuer, those persons or
entities who beneficially own Restricted Securities and the Issuer shall update
that list on a regular basis. The Issuer agrees to advise in writing each of the
persons or entities so listed that such Restricted Securities are ineligible for
deposit hereunder. The Depositary may rely on such a list or update but shall
not be liable for any action or omission made in reliance thereon.

ARTICLE 6.
AMENDMENT AND TERMINATION.

SECTION 6.01. Amendment.
---------
The form of the Receipts and any provisions of this Deposit
Agreement may at any time and from time to time be amended by written agreement
between the Issuer and the Depositary in any respect which they may deem
necessary or desirable. Any amendment which shall impose or increase any fees or
charges (other than taxes and other governmental charges, registration fees,
cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or which shall otherwise prejudice any substantial existing right of
Owners of Receipts, shall, however, not become effective as to outstanding
Receipts until the expiration of three months after notice of such amendment
shall have been given to the Owners of outstanding Receipts. Every Owner at the
time any amendment so becomes effective shall be deemed, by continuing to hold
such Receipt, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby. In no event shall any amendment impair the
right of the Owner of any Receipt to surrender such Receipt and receive therefor
the Deposited Securities represented thereby.

SECTION 6.02. Termination.
-----------

Upon the resignation or removal of the Depositary pursuant to
Section 5.04, or at any time at the direction of the Issuer, the Depositary
shall terminate this Deposit Agreement by mailing notice of such termination to
the Owners of all Receipts then outstanding at least 30 days prior to the date
fixed in such notice for such termination. On and after the date of termination,
the Owner of a Receipt will, upon surrender of such Receipt at the Corporate
Trust Office of the Depositary, upon the payment of the fee of the Depositary
for the surrender of Receipts referred to in Section 2.05, and upon payment of
any applicable taxes or governmental charges, be entitled to delivery, to him or
upon his order, of the amount of Deposited Securities represented by such
Receipt. If any Receipts shall remain outstanding after the date of termination,
the Depositary thereafter shall discontinue the registration of transfers of
Receipts, shall suspend the distribution of dividends to the Owners thereof, and
shall not give any further notices or perform any further acts under this

Deposit Agreement, except that the Depositary shall continue to collect
dividends and other distributions pertaining to Deposited Securities, shall sell
rights as provided in this Deposit Agreement, and shall continue to deliver
Deposited Securities, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any rights or
other property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of this Deposit Agreement, and any applicable
taxes or governmental charges). At any time after the expiration of one year
from the date of termination, the Depositary may sell the Deposited Securities
then held hereunder and may thereafter hold uninvested the net proceeds of any
such sale, together with any other cash then held by it hereunder, unsegregated
and without liability for interest, for the pro rata benefit of the Owners which
have not theretofore been surrendered, such Owners thereupon becoming general
creditors of the Depositary with respect to such net proceeds. After making such
sale, the Depositary shall be discharged from all obligations under this Deposit
Agreement, except to account for such net proceeds and other cash (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of this Deposit Agreement, and any applicable
taxes or governmental charges). Upon the termination of this Deposit Agreement,
the Issuer shall be discharged from all obligations under this Deposit Agreement
except for its obligations to the Depositary under Sections 5.08 and 5.09
hereof.
ARTICLE 7.
MISCELLANEOUS.

SECTION 7.01. Counterparts.
------------
This Deposit Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument. Copies of this
Deposit Agreement shall be filed with the Depositary and the Custodians and
shall be open to inspection by any holder or Owner of a Receipt during business
hours.

SECTION 7.02. No Third Party Beneficiaries.
----------------------------
This Deposit Agreement is for the exclusive benefit of the
parties hereto and shall not be deemed to give any legal or equitable right,
remedy or claim whatsoever to any other person.

SECTION 7.03. Severability.
------------
In case any one or more of the provisions contained in this
Deposit Agreement or in the Receipts should be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall in no way be affected,
prejudiced or disturbed thereby.

SECTION 7.04. Holders and Owners as Parties; Binding Effect.
----------------------------------------------
The holders and Owners of Receipts from time to time shall be
parties to this Deposit Agreement and shall be bound by all of the terms and
conditions hereof and of the Receipts by acceptance thereof.

SECTION 7.05. Notices.
-------
Any and all notices to be given to the Issuer shall be deemed
to have been duly given if personally delivered or sent by first class airmail
postage prepaid, cable, telex or facsimile transmission confirmed by letter,
addressed to Micro Focus Limited, Attention: Xxxxx Xxxxxxxxxx, 00 Xxxx Xxxxxx,
Xxxxxxx Xxxxxxxxx, RG 131 1JT, England or any other place to which the Issuer
may have transferred its principal office.

Any and all notices to be given to the Depositary shall be
deemed to have been duly given if personally delivered or sent by first class
airmail postage prepaid or cable, telex or facsimile transmission confirmed by
letter, addressed to The Bank of New York, Attention: ADR Administration, 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or any other place to which the
Depositary may have transferred its Corporate Trust Office.

Any and all notices to be given to any Owner of a Receipt
shall be deemed to have been duly given if personally delivered or sent by first
class airmail postage prepaid or cable, telex or facsimile transmission

confirmed by letter, addressed to such Owner at the address of such Owner as it
appears on the transfer books for Receipts of the Depositary, or, if such Owner
shall have filed with the Depositary a written request that notices intended for
such Owner be mailed to some other address, at the address designated in such
request.

Delivery of a notice sent by mail or cable, telex or facsimile
transmission shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a cable,
telex or facsimile transmission) is deposited, postage prepaid, in a post-office
letter box. The Depositary or the Issuer may, however, act upon any cable, telex
or facsimile transmission received by it from the other or from any Owner of a
Receipt, notwithstanding that such cable, telex or facsimile transmission shall
not subsequently be confirmed by letter as aforesaid.

SECTION 7.06. Governing Law.
-------------
This Deposit Agreement and the Receipts shall be interpreted
and all rights hereunder and thereunder and provisions hereof and thereof shall
be governed by the laws of the State of New York.

SECTION 7.07. Assignment.
----------
This Deposit Agreement may not be assigned by either the
Issuer or the Depositary, except that the Issuer may assign this Deposit
Agreement to the surviving entity in a merger or consolidation in which it
participates or to a purchaser of all or substantially all of its assets.

SECTION 7.08. Compliance With U.S. Securities Laws.
------------------------------------
Notwithstanding anything in this Deposit Agreement to the
contrary, the Issuer and the Depositary each agrees that it will not exercise
any rights it has under the Deposit Agreement in a manner which would violate
the United States securities laws to prevent the withdrawal or delivery of
Deposited Securities, including, but not limited to, Section IA(1) of the
General Instructions to the Form F-6 Registration Statement under the Securities
Act of 1933, as amended from time to time.

IN WITNESS WHEREOF, MICRO FOCUS GROUP PUBLIC LIMITED COMPANY and THE
BANK OF NEW YORK have duly executed this agreement as of the day and year first
set forth above and all Owners shall become parties hereto upon acceptance by
them of Receipts issued in accordance with the terms hereof.

MICRO FOCUS GROUP PUBLIC LIMITED COMPANY

By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
XXXXX X. XXXXXXXX
DIRECTOR

THE BANK OF NEW YORK

By: /s/ Xxxxxx X. XxXxxxxxxx
-----------------------------------
XXXXXX X. XXXXXXXXXX
VICE PRESIDENT

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