EXHIBIT 10.17
                                 -------------



                                =================
                                Matthew Clark plc
                                =================
                        Whitchurch Lane, Bristol BS14 OJZ
                Tel: 01275 830345 Telex: 445565 Fax: 01275 890697



ATC/MCS/2000

P Aikens Esq
Princes Lodge
Shepton Mallet
BA4 5HN

24 June 1999



Dear Peter,

Further to our recent discussions,  I am writing to confirm that, with immediate
effect, the terms of your Service Agreement dated 27th September 1991 and varied
by  letters  dated  19th  August  1993 and 9th July  1996 be  further  varied to
continue  your  employment   without   providing  for  its  termination  due  to
retirement.

Accordingly  Clause 2(B) of said Service  Agreement is hereby deleted,  together
with the reference to your retirement at aged 62 years, contained in said letter
of 9th July 1996.

Further,  the Company will continue to contribute to your personal pension plans
at the  rate  of  36% of  your  basic  salary,  as  the  agreed  alternative  to
contributions to the Matthew Clark Pension Plan.

Lastly,  to the extent your Service  Agreement  provides  that various  matters,
including  but  not  limited  to,  decisions  relating  to your  employment  and
compensation are to be made by the Company or the Board, such decisions shall be
subject to  ratification  by appropriate  officers of Canandaigua  Brands,  Inc.
("CBI") or may be made in the first instance by CBI at its option.

In all other  respects  the  terms  and  conditions  of your  employment  remain
unaltered.

Yours sincerely,

/s/ Anne T. Colquhoun

Company Secretary

                                     Agreed

                                     P. Aikens
                                     -------------------
                                     Peter Aikens           24th June 1999

<PAGE>


                                =================
                                MATTHEW CLARK plc
                                =================
                       Whitchurch Lane, Briustol BS14 OJZ
               Tel: 01275 830345 Telex: 445565 Fax: 01275 890697


Our ref. MNFC/KC/118

9th July, 1996


Mr. P. Aikens
Princes Lodge,
Shepton Mallet,
Somerset,
BA4 5HN

Dear Peter,

Following the decisions of the meeting of the  Remuneration  Committee  today in
respect of your  Service  Agreement  with the  Company,  I am writing to confirm
that, with immediate effect, its' term be varied as follows.

The agreement  currently  provides for not less than  thirty-six  months notice.
This letter  confirms that this period of notice will be changed to  twenty-four
months. The notice from you to the Company of six months remains unchanged.

The normal  retirement  date stated in the  agreement is at aged 60 years.  This
letter confirms that this has been extended to at aged 62 years.

I would be grateful if you would acknowledge  acceptance of the above by signing
and returning a copy of this letter to me.

Yours sincerely,

/s/ Michael Cottrell

Michael Cottrell
Chairman
--------

<PAGE>

[LOGO]
                                MATTHEW CLARK plc

             The Clock House, London Road, Guildford, Surrey GU1 1UW
                Telephone [Illegible] Facsimile [Illegible]


19 August 1993


AC/A349

P Aikens Esq
Old Meadows
3 Alders Road
Reigate, Surrey
RG2 OEA

Dear Peter,

Following our recent  discussions,  I am writing to confirm that with  immediate
effect,  the terms of your Service  Agreement,  dated 27 September  1991 will be
varied in respect of notice of termination of employment.

The contract  currently  provides for not less than twenty four months of notice
of termination to you from the Company. This letter confirms that this period of
notice  will be  increased  to thirty six  months.  The  notice  from you to the
Company will remain unchanged.

I would be grateful if you would acknowledge  acceptance of the above by signing
and returning a copy of this letter to me.

Yours sincerely

/s/ Michael Cottrell

M N F Cottrell


I agree to the change in my Service Agreement as detailed in the above letter.

Signature /s/ P Aikens     Date: 23 August 1993
          ------------     --------------------

<PAGE>



                            DATED 27th SEPTEMBER 1991
                            -------------------------



                                MATTHEW CLARK PLC

                                     - and -

                                  PETER AIKENS

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



                                SERVICE AGREEMENT



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











                                SLAUGHTER AND MAY
                              35 Basinghall Street
                                 London EC2V 5DB.


<PAGE>


T H I S  A G R E E M E N T  is made on 27th Sept 1991

B E T W E E N

(1) MATTHEW CLARK plc (registered in England No. 163952) whose registered office
is at The Clock House London Road Guildford Surrey GU1 1UW ("the Company")

     and

(2) PETER  AIKENS of Old  Meadows 3 Alders  Road,  Reigate  Surrey RH2 OEA ("the
Executive")

     W H E R E B Y  IT  IS AGREED as follows: -

1.   Definitions
     -----------

     In   this Agreement:

     "Associated  Company"  means  a  company  which  is  from  time  to  time a
     subsidiary or a holding company of the Company or a subsidiary  (other than
     the  Company)  of a holding  company  of the  Company.  In this  definition
     "subsidiary" and "holding company" have the same meanings as in Section 736
     of the Companies Act 1985, as originally enacted.

     "the Board" means the Board of Directors from time to time of the Company.

2.   Term of Appointment
     -------------------

     (A)  The Executive shall serve the Company as Chief Executive or

<PAGE>

          in such other  capacity  of a like  status as the  Company may require
          unless and until his  employment  shall be  terminated  by the Company
          giving to the Executive not less than 24 months'  notice in writing or
          the  Executive  giving  to the  Company  (at any time) not less than 6
          months' notice in writing.

     (B)  The Executive's employment shall in any event terminate on the date on
          which the Executive reaches the age of 60

3.   Powers and Duties
     -----------------

     (A)  The  Executive  shall  exercise such powers and perform such duties in
          relation to the business of the Company or any  Associated  Company as
          may from time to time be vested in or assigned to him by the  Company.
          The Executive  shall comply with all reasonable  directions  from, and
          all regulations of, the Company.

     (B)  The Executive, who shall work such hours as may reasonably be required
          for the proper  performance  of his duties,  shall devote the whole of
          his time,  attention and abilities  during those hours to carrying out
          his duties in a proper, loyal and efficient manner.

     (C)  The Executive shall travel to such places as the Company may from time
          to time require.

     (D)  The  Executive's  normal  place  of  work  shall  be at the  Company's
          premises  in London  Road,  Guildford,  Surrey or at such other  place
          within  the  United  Kingdom  as the  Company  may  from  time to time
          determine.   This   does  not   exclude   any   statutory   redundancy
          entitlements.

     (E)  The Company  shall be under no  obligation to vest in or assign to the
          Executive  any  powers  or  duties  or to  provide  any  work  for the
          Executive, and the Company may at any time or from

<PAGE>

          time to time during any period of notice as  specified  in Clause 2(A)
          of this Agreement or in circumstances in which it reasonably  believes
          that the  Executive  is  guilty  of  misconduct  or in  breach of this
          Agreement in order that the  circumstances  giving rise to that belief
          may be investigated  suspend the Executive from the performance of his
          duties or exclude  him from any  premises  of the Company and need not
          give any reason for so doing.  Salary  will not cease to be payable by
          reason only of such suspension or exclusion.

4.   Salary
     ------

     (A)  The Executive shall be paid monthly in arrears for his services during
          his  employment  a salary at the rate of 230,000  pounds  sterling per
          annum or at such  higher  rate or rates as the  Board may from time to
          time determine and notify to the Executive in writing.

     (B)  The  Executive  shall also be paid such  bonuses as the Board,  in its
          absolute discretion, may from time to time determine.

     (C)  At least once in each 12 months the Company  shall  review,  but shall
          not be obliged to increase, the salary payable under this Agreement.

     (D)  The Executive  shall not be entitled to any other salary or fees as an
          ordinary  or  executive  director  or  employee  of the Company or any
          Associated Company and the Executive shall, as the Company may direct,
          either  waive his right to any such  salary or fees or account for the
          same to the Company.

5.   Pensions
     --------

     The  Executive may join the Matthew Clark Pension Plan subject to the trust
     deed  and  rules,  which  are  available  for  inspection  at  the  Company
     Secretary's office at any time upon reasonable

<PAGE>

     notice. His contributions to the Scheme will be deducted from salary.

     A contracting out certificate issued by the Occupational  Pensions Board is
     in force in respect of the employment under this Agreement.

6.   Car
     ---

     The Company shall provide for the Executive (subject to his being qualified
     to drive) a motor car of a make and model selected by the Company (which in
     the  reasonable  opinion of the board having  regard to the  Company's  car
     policy from time to time in force, is  commensurate  with the status of the
     executive)  and shall bear or  reimburse  all of its costs.  The  Executive
     shall take good care of the car,  procure that the provisions of any policy
     of insurance  are observed and return the car to the  Company's  registered
     office or such other place as may be notified to him  immediately  upon the
     termination of his employment.

7.   Other Benefits
     --------------

     (A)  The Company shall provide for the  Executive  membership  for himself,
          his  spouse  and  dependant  children  up to the age of 18  years in a
          private  medical  expenses  insurance  scheme  approved by the Company
          subject always to the rules of such scheme;

     (B)  If the Executive becomes a member of the Matthew Clark Pension Plan he
          shall be  entitled  subject  to the  rules  thereof  to  receive  life
          insurance cover as a benefit thereof.  Payment of Life Insurance cover
          for  Executives  who are not members of the Company's  pension plan is
          only undertaken at the sole discretion of the Chairman of the Board.

<PAGE>

8.   Medical Examination
     -------------------

     The  Executive  shall at the  expense of the Company  submit  annually to a
     medical examination by a registered medical  practitioner  nominated by the
     Company and shall  authorise  such  medical  practitioner  to disclose  and
     discuss with the Company's  medical  adviser the results of the examination
     and the matters which arise from it so that the Company's  medical  adviser
     can  notify the  Company of any  matters  he  considered  might  impair the
     Executive from properly discharging his duties.

9.   Expenses
     --------

     The Company  shall  reimburse to the Executive on production of receipts if
     requested  all  reasonable  travelling,   hotel,  entertainment  and  other
     out-of-pocket  expenses  which he may from  time to time be  authorised  to
     incur in the execution of his duties hereunder.

10.  Holidays
     --------

     In  addition  to bank and  other  public  holidays  the  Executive  will be
     entitled to twenty five working days paid holiday in every calendar year to
     be taken at such time or times as may be approved  by the Chief  Executive.
     Holidays  not  taken  in  the  calendar  year  of  entitlement  or  by  the
     termination  of employment  will be lost and upon  termination by dismissal
     with  cause  the  Executive  will  not be  entitled  to any  pay in lieu of
     holiday.

11.  Inventions and Improvements
     ---------------------------

     (A)  It shall be part of the normal duties of the Executive at all times:-

          (i)  to consider in what manner and by what new methods or devices the
               products,  services,  processes,  equipment  or  systems  of  the
               Company, or any Associated Company, with

<PAGE>

               which he is  concerned  or for which he is  responsible  might be
               improved; and

          (ii) promptly to give the Secretary of the Company full details of any
               invention or  improvement  which he may from time to time make or
               discover in the course of his duties; and

          (iii)to  further  the  interests  of the  Company's  undertaking  with
               regard thereto.

          Subject to the Patents Act 1977, the Company shall be entitled free of
          charge to the sole ownership of any such invention or improvement  and
          to the exclusive use thereof.

     (B)  The  Executive  shall  forthwith and from time to time both during his
          employment and thereafter at the request and cost of the Company apply
          for and  execute and do all such  documents  acts and things as may in
          the opinion of the Board be necessary  or conducive to obtain  letters
          patent or other  protection  for any such  invention or improvement in
          any  part of the  world  and to vest  such  letters  patent  or  other
          protection in the Company or its nominees.

     (C)  The  Executive  hereby  irrevocably  authorises  the  Company  for the
          purposes of this Clause to make use of the name of the  Executive  and
          to sign and to execute any documents or do any thing on his behalf (or
          where  permissible to obtain the patent or other protection in its own
          name or in that of its nominees).

     (D)  The Executive  shall not knowingly do anything to imperil the validity
          of any patent or protection or any  application  therefor but shall at
          the cost of the Company render all possible assistance to the Company,
          or any Associated  Company,  both in obtaining and in maintaining such
          patents or other protection.

<PAGE>

     (E)  The  Executive  shall not either  during his  employment or thereafter
          exploit or assist others to exploit any invention or improvement which
          he may from time to time make or  discover in the course of his duties
          or (unless the same shall have become public knowledge) make public or
          disclose any such invention or improvement or give any  information in
          respect of it except to the Company or as it may direct.

12.  Confidential Information etc.
     -----------------------------

     The Executive shall not, either during his employment or thereafter, use to
     the  detriment or prejudice  of the Company or any  Associated  Company or,
     except in the proper course of his duties,  divulge to any person any trade
     secret or any other  confidential  information  concerning  the business or
     affairs of the Company or any Associated Company which may have come to his
     knowledge during his employment.

13.  Non-Solicitation
     ----------------

     The Executive will not for a period of twelve months after the  termination
     of his employment with the Company  (howsoever caused) wither personally or
     by an agent directly or indirectly:

          (i)  either  on his own  account  or for  any  other  person,  firm or
               company or in association  with or in the employment of any other
               person,  firm or company  solicit or serve or  interfere  with or
               endeavour  to entice  away  from the  Company  or any  Associated
               Company any person firm or company who within twelve months prior
               to or at the date of such termination was a customer of or in the
               habit of dealing with the Company or any  Associated  Company and
               with whom the Executive had contact or about whom he became aware
               or informed in the course of his employment; or

<PAGE>

          (ii) either on his own account or for any other person firm or company
               solicit or  interfere  with or  endeavour to entice away from the
               Company any employee director or consultant of the Company or any
               Associated Company; or

          (iii)represent   himself  as  being  in  any  way  connected  with  or
               interested  in the  business  of the  Company  or any  Associated
               Company.

14.  Non-Competition
     ---------------

     (A)  The Executive shall not during his employment  hereunder without prior
          consent in writing of the Company be directly or  indirectly  engaged,
          concerned or interested in any other business which:-

          (i)  is wholly or partly in competition  with any business  carried on
               by the Company or any Associated  Company or any of the foregoing
               by itself or themselves or in partnership, common ownership or as
               a joint venture with any third party; or

          (ii) as regards  any goods or services is a supplier to or customer of
               any such company;

          PROVIDED THAT the  Executive may hold directly or through  nominees up
          to five per cent. of the issued shares, debentures or other securities
          of any class of any company  whose  shares are listed on a  Recognised
          Investment  Exchange or in respect of which dealing takes place in the
          Stock  Exchange of Great Britain and Northern  Ireland  Limited or the
          Unlisted  Securities  Market or the Third  Market.  The prior  written
          consent of the Board shall be  required  before the  Executives  shall
          hold in excess of five per cent.  of the issued  shares  debentures or
          other securities of any class of any one such company.

<PAGE>

     (B)  The  Executive  will  not for a  period  of  three  months  after  the
          termination  of his  employment  with the Company  (howsoever  caused)
          either  personally or by an agent directly or indirectly either on his
          own account or for any other person, firm or company or in association
          with or in the  employment  of any other  person,  firm or  company be
          engaged in or  concerned  directly  or  indirectly  in any  executive,
          technical or advisory  capacity in any  business  concern (of whatever
          kind) which is in competition  with the business of the Company or any
          Associated Company.  This clause shall not restrain the Executive from
          being  engaged or concerned  in any business  concern in so far as the
          Executive's duties or work shall relate solely:-

          (i)  to  geographical  areas  where  the  business  concern  is not in
               competition with the Company or any Associated Company; or

          (ii) to services or  activities of a kind with which the Executive was
               not concerned to a material extent during his employment with the
               Company or any Associated Company.

15.  Return of Papers etc.
     ----------------------

     The Executive shall promptly  whenever  requested by the Company and in any
     event upon the termination of his employment  deliver up to the Company all
     lists of  clients or  customers,  correspondence  and all other  documents,
     papers and  records  which may have been  prepared by him or have come into
     his possession, custody or control in the course of his employment, and the
     Executive shall not be entitled to and shall not retain any copies thereof.
     Title and copyright therein shall vest in the Company.

16.  Directorship
     ------------

     (A)  The  removal  of the  Executive  from the  office of  Director  of

<PAGE>

          the  Company  or the  failure of the  Company  in  general  meeting to
          re-elect  the  Executive  as a  Director  of the  Company if under the
          Articles of Association  for the time being of the company he shall be
          obliged  to  retire by  rotation  or  otherwise  shall  terminate  his
          employment under this Agreement. Such termination shall be taken to be
          a  breach  by the  Company  of this  Agreement  unless  at the time of
          removal or failure to re-elect  the Company was  entitled to terminate
          the Executive's employment in accordance with Clause 18. The Executive
          shall not during his employment resign his office as a Director of the
          Company or any Associated Company or do anything which could cause him
          to be disqualified from continuing to act as such a Director.

     (B)  Upon the termination of his employment  howsoever  arising and without
          prejudice  to any rights  which he may have under this  Agreement  the
          Executive  shall  forthwith  resign  from  office as a Director of the
          Company and any Associated  Company in default of which the Company is
          hereby  irrevocably  authorised to appoint some person in his name and
          on his behalf to sign and do any documents or things necessary to give
          effect thereto.

17.  Sickness
     --------

     (A)  If the  Executive  shall be prevented  by illness or other  incapacity
          from  properly  performing  his duties  hereunder he shall report this
          fact forthwith to the Chairman of the Board and shall state, if known,
          the expected date of his resumption of normal duties. If the Executive
          is  so  prevented  for  eight  or  more  consecutive  days  (including
          Saturdays  and  Sundays)  he shall  provide a  medical  practitioner's
          statement  on  the  ninth  day  and  weekly  thereafter.   Immediately
          following  his return to work after a period of absence the  Executive
          shall complete a self-certification  form detailing the reason for his
          absence.

<PAGE>

     (B)  Subject  to  the   Executive's   compliance  with  the  provisions  of
          sub-clause (A) above and the Executive  having completed three months'
          continuous  employment  with the Company and subject to the  Executive
          undergoing a medical  examination by the Company Doctor if so required
          by the Chairman of the Board,  the Company  shall pay to the executive
          his full  remuneration  hereunder  for up to 26 weeks  absence  in any
          period of twelve months and thereafter such  remuneration,  if any, as
          the  Chairman of the Board shall in his  discretion  from time to time
          allow  provided  that there shall be deducted  from or set off against
          such  remuneration  any  statutory  sick pay to which the Executive is
          entitled.

18.  Termination of Employment
     -------------------------

     If the Executive:-

          (i)  shall be or become  incapacitated  from any cause whatsoever from
               efficiently  performing his duties  hereunder for six consecutive
               months or for one hundred and thirty working days in aggregate in
               any period of twelve consecutive months; or

          (ii) shall have an order under Section 252 of the  Insolvency Act 1986
               made in respect of him or if an interim  receiver of his property
               is appointed under Section 286 of that Act; or

          (iii) shall be or become prohibited by law from being a Director; or

          (iv) shall be guilty of  misconduct  or shall  commit  any  serious or
               persistent breach of any of his obligations to the Company or any
               Associated  Company  (whether under this Agreement or otherwise);
               or

<PAGE>

          (v)  shall refuse or neglect to comply with any lawful orders given to
               him by the Company

     then the Company shall be entitled by notice in writing to the Executive to
     terminate  forthwith his  employment  under this  Agreement.  The Executive
     shall have no claim against the Company by reason of such termination.

     Any  delay  or  forbearance  by the  Company  in  exercising  any  right of
     termination shall not constitute a waiver of it.

19.  Miscellaneous Matters
     ---------------------

     (A) The Executive's  employment with the Company  (formerly  called Matthew
     Clark & Sons  (Holdings) plc) which began on 1st May 1990 counts as part of
     the  Executive's  continuous  period of employment with the Company for the
     purpose of the Employment Protection (Consolidation) Act 1978.

     (B) The Executive is subject to the Company's  Disciplinary Rules from time
     to time in force.

     (C) If the Executive has a grievance  relating to his  employment he should
     first apply in person to the Chairman of the Company.  If the matter is not
     then settled the Executive may apply to the Board.

20.  Notices
     -------

     Any notice may be given  personally to the Executive or to the Secretary of
     the Company  (as the case may be) or may be posted to the Company  (for the
     attention of its Secretary) at its registered  office for the time being or
     to the  Executive  either at his  address  given above or at his last known
     address.  Any such notice sent by post shall be deemed  served  forty-eight
     hours after it is posted and in proving such service it shall be sufficient
     to prove that the notice was properly addressed and put in the post.

<PAGE>

21.  Other Agreements
     ----------------

     The  Executive  acknowledges  and warrants  that there are no agreements or
     arrangements  whether  written,  oral or implied between the Company or any
     Associated  Company and the  Executive  relating to the  employment  of the
     Executive  other than those expressly set out in this Agreement and that he
     is not entering into this Agreement in reliance on any  representation  not
     expressly set out herein.

     I N W I T N E S S whereof this Agreement has been signed by or on behalf of
     the parties hereto the day and year first before written.

SIGNED by                       )                    /s/ Francis Gordon Clark
on behalf of the company        )
in the presence of :- )                              /s/ Susanna Heinneman




SIGNED by the Executive         )                    /s/ P Aikens  27/9/91
in the presence of :- )                              /s/ Unknown   27/9/91



TGMB0058.91D


<PAGE>

               ======================
               Matthew Clark and Sons
[Logo]         (Holdings) Plc.
               ======================
               Registered Office:  183-185 Central Street, London EC1V 8DR
               Telephone:  01-253 7646   Telex:  24357   Facsimile:  01-251 0263
                               Registered in England 163952



Peter Aikens Esq
Old Meadows                                                      22nd March 1990
3 Alders Road
Reigate
RH2 OEA

Dear Peter:

     Thank you for  returning  your  acceptance  of our offer of the position of
Chief Executive of the Group. As agreed on the telephone I confirm that,  should
you decide to take out a personal  pension plan,  the company will pay into such
plan the equivalent percentage of your basic salary which would apply were you a
member of the Company  Pension Scheme in every year that you make a contribution
to that plan.  Therefore  should the company decide not to make a payment to its
own scheme in any year (take a pension  holiday) it will make a contribution  to
your personal plan in that year.

                                           Yours sincerely,



                                           F.W. Gordon Clark








Directors:  F.W. Gordon Clark, Chairman, C.S. Gordon Clark, G.L. Gordon Clark,
OBE, J.V.M. Gordon Clark, FCA, Secretary, M. Cowen, B.N.A. Hardman, P.D. Kelley,
FCA, Mrs. M. Maxwell, I.E. Thomas, BSc, ACA, R.H. Walters


<PAGE>

               ======================
               Matthew Clark and Sons
[Logo]         (Holdings) Plc.
               ======================
               Registered Office:  183-185 Central Street, London EC1V 8DR
               Telephone:  01-253 7646   Telex:  24357   Facsimile:  01-251 0263
                               Registered in England 163952


PRIVATE AND STRICTLY CONFIDENTIAL
---------------------------------

Peter Aikens Esq
Old Meadows                                                      16th March 1990
3 Alders Road
Reigate
RH2 OEA

Dear Mr Aikens,

     Following the  conversations we have had with you recently,  I am delighted
to offer you the  position  as a director of Matthew  Clark and Sons  (Holdings)
Plc. For an appointment of this seniority we would normally expect the candidate
to  undergo  a  medical  examination.  However,  since you have told me that you
recently  had a BUPA  examination,  I would be happy to accept this if you could
provide me with a copy of the report as agreed.  Should this not be forthcoming,
I  would  ask you to  arrange  with  Michael  Cottrell  for you to have  another
examination.

     We all look forward to working with you and we believe that you will play a
very significant role in the future development of the Group.

1.   Position
     --------

     Your  position  will be that of Chief  Executive of the Group  reporting to
     myself as Chairman and to the Group Board.

2.   Responsibilities
     ----------------

     You will be responsible  for the executive  management of the Group and for
     all management matters affecting its interests, within strategies, policies
     and  plans  agreed  by the  Board  and  subject  to  established  levels of
     authority.   In  particular,   you  will  be  responsible  for  the  profit
     performance of the Group and for the achievement of business plans.

3.   Base Salary
     -----------

     Your base salary will be (pound) 95,000 p.a. Salaries are reviewed annually
     on the May 1st.  The first  renewal  date for your  salary will be May 1st,
     1991.

Directors:  F.W. Gordon Clark, Chairman, C.S. Gordon Clark, G.L. Gordon Clark,
OBE, J.V.M. Gordon Clark, FCA, Secretary, M. Cowen, B.N.A. Hardman, P.D. Kelley,
FCA, Mrs. M. Maxwell, I.E. Thomas, BSc, ACA, R.H. Walters


<PAGE>
MATTHEW CLARK & SONS (HOLDINGS) PLC


4.   Performance Related Bonus
     -------------------------

     This will be payable on the Group's  pre-tax  profit  achievement  measured
     against the budgeted result.

     However, for your first financial year, i.e. 1990/91, we will guarantee you
     a (pound) 20,000 bonus.  In subsequent  years,  your bonus will be governed
     according to the rules currently in place for members of the Plc Board.

5.   Company Car
     -----------

     You will be provided  with a company  car,  the make and model to be agreed
     with the Chairman, by May 1992. In the interim period the company agrees to
     purchase your present car, a Mercedes  420SE, at its market value as at 1st
     May 1990.

6.   Holidays
     --------

     You are entitled to 25 working days per annum with additional days for long
     service in line with company policy.

7.   Pension Scheme
     --------------

     It is  likely  that  the  most  advantageous  arrangement  for you may be a
     personal  pension plan. The Company  undertakes to pay into such a plan the
     equivalent  percentage  of your basic  salary  which would apply were you a
     member of the Company pension scheme.

8.   Share Options
     -------------

     These are issued at the  discretion  of the Board.  It is our  intention to
     issue you with 50,000 share options during a permitted period within twelve
     months after you join.  In addition you may subscribe up to (pound) 100 per
     month to the Company's Share Save Scheme.

9.   Period of Notice
     ----------------

     Your contract of employment may be terminated by the Company at any time by
     giving  twenty-four  months  notice in writing.  You may terminate the same
     contract by giving the Company twelve months notice in writing at any time.
     We will arrange for a full Service Agreement to be drawn up.

10.  Health Insurance and Screening
     ------------------------------

     The company's WPA health  insurance scheme will cover you and your wife and
     children up to the age of twenty-one.

<PAGE>

MATTHEW CLARK & SONS (HOLDINGS) PLC


11.  Sick Pay
     --------

     This will be paid in line with Company policy up to twenty-six weeks.

     I note that you are currently  negotiating your pension  arrangements  with
Elders and that you expect these to be finalised  within the next ten days.  You
do not expect to have to work out three months'  notice with them and hope to be
able to join us by the end of April 1990.

     Both on a  professional  and  personal  basis I am very pleased to make you
this offer and those of my colleagues  who have met you are  enthusiastic  about
what  they see as your  potential  to do well in this  business  and to  provide
strong leadership to the Group.

     I would be  grateful  if you were to sign both copies of this letter at the
foot of this page and return one copy to me, indicating your acceptance.

                                        Yours sincerely,

                                        /s/ F.W. Gordon Clark

                                        F.W. Gordon Clark




I have read the above letter of offer and understood  its terms and  conditions,
which I accept.

Signed     Peter Aikens                                Dated    20 March 1990
           ------------                                         -------------