Exhibit 4.3

PolyDoc Plc
26 Farringdon Street London EC4A 4AQ

(Registered in
        England No: 3217859)
    
    19 August 1996




B K Mence Esq Colne Priory Earls Colne
Colchester
Essex C06 2PG

Dear Mr Mence

Attached to this letter is
a copy of your existing Service Agreement with PolyDoc NV which is to become a
wholly owned subsidiary of this Company.

I am writing to confirm your
appointment as Executive Chairman of PolyDoc Plc ("the Company") with
effect from today's date. Such appointment shall, subject to any subsequent
agreement in writing between you and the Company, be terminated by not less than
six months notice in writing given by either of you or the Company to the other
and, in addition, shall terminate upon either PolyDoc NV ceasing to be a
subsidiary of the Company or upon your ceasing to be employed by PolyDoc NV. So
long as you remain Executive Chairman of the Company the following provisions
shall apply:

|1. | The
      Company will procure that PolyDoc NV will comply with the terms of the
      attached Service Agreement as amended or varied by agreement.                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | The
      Company will be entitled to enforce against you all the terms of the
      attached Service Agreement as varied or amended by agreement as though it
      had been party thereto together with PolyDoc NV.                                                                             
|3. | You will
      perform such duties and exercise such powers and discretions in relation
      to the Company and/or PolyDoc NV or their businesses as may from time to
      time reasonably be assigned to you or vested in you by the Board of
      Directors of the Company.                  
|4. | Unless
      prevented by incapacity, illness or injury or with the prior agreement of
      the Board of Directors of the Company you will devote not less than four
      days a week to your duties and to the furtherance of the businesses and
      interests of the Company and PolyDoc NV.
|5. | The
      Company shall reimburse you for all reasonable travelling, hotel,
      entertaining and other expenses which you may properly incur in the
      performance of your duties to the Company.                                                                                            

I also confirm that, although you will
not be entitled to any remuneration from the Company for the period to 31
December 1996 over and above that to which you are entitled under the Service
Agreement with PolyDoc NV, it is agreed that as from 1 January 1997 the Company
shall, during the continuance of your appointment as Executive Chairman, pay to
you as remuneration for your services (in addition to remuneration due to you
under your Service Agreement with PolyDoc NV) a salary at the rate of £42,000
per annum (or such higher rate as the Board of Directors of the Company may from
time to time decide) payable by equal monthly instalments in arrear. In addition
you will be entitled to such bonus as the Board of Directors of the Company may
from time to time decide. Also from 1 January 1997 the Company will pay into a
pension scheme nominated by you and acceptable to the Company (such acceptance
not to be unreasonably withheld) the amount, if any, by which 5% of your
aggregate basic salary per annum (being the monthly salary, less holiday
allowance, payable under the Service Agreement with PolyDoc NV and your basic
salary payable by the Company) exceeds the amount of the pension paid from time
to time by PolyDoc NV under the terms of the Service Agreement with PolyDoc NV.

Please could you sign and
return the attached copy of this letter to signify your consent

For and on behalf of POLYDOC PLC

On copy:

I hereby confirm my
agreement to the above terms.

Signed: /s/ B K Mence                   
B K Mence

Dated: 19 August 1996



EMPLOYMENT AGREEMENT



THE UNDERSIGNED:

|(1)                                 | PolyDoc N.V.,a
company incorporated under the laws of The Netherlands, having its corporate
seat in (2132 JB) Hoofddorp, Neptunusstraat 20 and its business office at
Hoofddorp, The Netherlands, for these presents lawfully represented by B.K.
Mence, hereinafter referred to as "Employer";and                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)                                 | B.K. MENCE(the "Employee")residing at Earls Colne, Essex, United Kingdom,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|NOW IT IS HEREBY AGREED AS FOLLOWS:
|1                                   | Term
of Employment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.1                                 | The Employee is
employed by the Employer with effect from the 1st August 1994 for an indefinite
period of time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.2                                 | This Agreement may
be terminated at any time by either party giving 6 months notice in writing
expiring on the last day of a calendar month or such longer notice as may be
required under Dutch law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.3                                 | This Agreement
shall in any event expire without prior notice at the end of the month in which
the Employee shall reach the age of 65.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2                                   | Functions and Duties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.1                                 | The Employee is employed as
director of PolyDoc N.V.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.2                                 | The Employee
undertakes to work in and from the Employer's offices at Neptunusstraat 20, 2132
JB Hoofddorp or at other sites of business, including the employee's home
office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.3                                 | The Employee will
have the powers and duties by law and as set forth in the Articles of
Association of the Employer and he will be subject to the supervision of the
Board of Supervisory Directors of the Employer, also with the powers and duties
by law and as set forth in the Articles of Association of the Employer. Except
for actions taken in the ordinary course of business, consistent with past
practice, the Employee shall obtain prior approval of the other directors of the
Employer for any of the following actions:                                                                                                                                                                                                           
|                                    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                    | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.4                                 | The Employee
covenants that he shall at all times be willing to perform work for a company
affiliated with the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3                                   | Working hours                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1                                 | Without prejudice to article 4.4 of
this Agreement, the Employer and the Employee shall from time to time agree on the time to be spent by the Employee
as director of the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4                                   | Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.1                                 | The Employee shall
receive a gross yearly salary of NLG 78,000 payable in 12 monthly instalments on
the last day of each calendar month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.2                                 | The Employee will
furthermore be entitled to an annual holiday allowance which will equal the
average gross monthly salary earned in the prior twelve months and will be
payable on the last day of the month of May of each year. If the employment is
terminated in the course of a calendar year the holiday allowance will be
calculated on a pro rata basis.                                                                                                                                                                                                                                                                                                                                                                                    
|4.3                                 | The Employer may,
on the basis of the performance of the Employee, the sales results and/or profit
before taxes of the Company in the financial year in question, grant the
Employee a bonus, payable at the end of the Employer's financial year. Whether
such a bonus is granted shall be determined exclusively by the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.4                                 | The Employee
convenants that he shall work overtime outside normal working hours whenever
appropriate performance of his duties so require. With respect to said overtime,
no remuneration shall be paid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.5                                 | For the performance of work and
personal use, the Employer shall lease a car for use by the Employee, which
lease terms shall include provision for payment for insurance, maintenance and
petrol. The company car shall be of the type consistent for the Employee's
position as director of the Employer. In case of illness of longer than three
months, as well as in case of suspension of the Employee, the Employer has the
right to reclaim the company car with one week prior notice and without any
compensation being due. Upon the termination of this Agreement, the Employee
shall return the company car to the Employer, together with the keys, papers and
other accessoires.                                                      
|                                    | The Employee is
familiar and will comply with the special conditions established by the Employer
in the "Berijdersovereenkomst".                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5                                   | Compensation of expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.1                                 | The Employer shall
pay to the Employee or reimburse the Employee for all expenses incurred by the
Employee in carrying out his duties upon submission to the Employer of written
evidence of such expenses to the reasonable satisfaction of the Employer.
Expenses can be declared with the Employer monthly but are subject to prior
approval by the Employer before payment.                                                                                                                                                                                                                                                                                                                                                                      
|6                                   | Holidays                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.1                                 | The Employee shall be entitled (in
addition to statutory public holidays) to annual holidays of 20 working days in
each full year of his employment plus 1 working day for each full year of
employment, and shall obtain the approval of the Employer before taking any
holidays. Holidays accrue according to the length of service in that year.                                                                                                                                                                                                                                                                                                                                                                                                  
|6.2                                 | Unless the Employer
agrees otherwise, the Employee shall not be allowed to carry forward holidays
into the next year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7                                   | Disability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7.1                                 | The Employee shall
give notice to the Employer of illness or disability to perform work before 8:30
a.m. on the first day of absence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.2                                 | In the event of
incapacity of the Employee and provided that the Employee complies with the
instructions and guidelines of the Employer in this respect as well as the
regulations of the Sickness Allowance Act ("Ziektewet") and/or the
General Disablement Benefits Act ("Algemene Arbeidsongeschiktheidswet")
and/or the Disablement Insurance Act ("Wet op de Arbeidsongeschiktheid"),
the Employer shall continue to pay the salary plus fringed benefits in
accordance with the terms of this Agreement for a maximum period of 12 months
subject to deduction of any benefits to which the Employee is entitled under the
above mentioned social security acts and/or benefits under any other relevant
insurances taken out by the Employee.
|7.3                                 | If the Employee is
prevented from performing his duties during two or more consecutive periods
which succeed each other within 31 days, those periods will be deemed to be one
uninterrupted period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8                                   | Group Accident Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.1                                 | The Employer shall
take out group accident insurance for the benefit of the Employee. In the event
that the Employee is completely or partially handicapped the insurance payment
shall be paid to the Employee. In the event of death of the Employee the payment
shall be paid to the beneficiary of the Employee. The costs of insurance
premiums are paid by the Employer.                                                                                                                                                                                                                                                                                                                                                                       
|9                                   | Medical benefits insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.1                                 | The Employee shall be included in
the group health insurance taken out by the Employer on the basis of class II B for the Employee
and his spouse and class III for his children. A copy of the policy conditions
is attached to this Agreement (Annex 1). The costs of insurance
premiums are paid by the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10                                  | Pension                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.1                                | The Employer will
pay £ 3,600 a year as contribution to the premiums due by the Employee by
virtue of and as shown in the insurance policy, a copy of which is attached to
this Agreement (Annex 2).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11                                  | Additional functions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.1                                | The Employee is
allowed to accept or carry out time consuming paid or unpaid additional
functions and to participate in any outside activities .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12                                  | Secrecy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12.1                                | The Employee shall
neither during the continuance of his employment nor thereafter, disclose to any
third party, or utilise for his own benefits any of the business or operational
data of the Employer or any affiliated company which have become known to the
Employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.2                                | The term "business and
operational data" includes but is not limited to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                    | -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                    | -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                    | -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                    | -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|12.3                                | All written and
other records and all tangibles concerning the Employer or any affiliated
companies which are in the possession of the Employee shall be carefully kept
and shall be immediately returned to the Employer upon its request and without
request upon termination of the employment for any cause whatsoever. The
Employee hereby waives any right of retention in
respect of records or tangibles mentioned herein.                                                                                                                                                                                                                                                                                                                   
|13                                  | Non-competition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.1                                | The Employee shall
during the employment and for the period of one year after the termination of
the employment from any cause whatsoever, not work for, or assist, or advise a
competitor, nor establish or acquire a business, which is or could be in
competition with the Employer's business, or assist, advise, or participate in
the establishment or acquisition of such business, nor shall the Employee work
for or assist or advise any person, firm or company who shall at any time during
the continuance of Employee's employment have been directly or indirectly a
customer or customers of the Employer or its affilliated companies, which is or
could be in competition with the Employer's business.                            
|14                                  | Intellectual property rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|14.1                                | All intellectual
property rights, including but not limited to patent-, design- trademark- and
copyrights, in products, works and/or services developed by the Employee during
the term of this Agreement and/or with respect to his employment with the
Employer shall be the property of the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|14.2                                | By this Agreement
the Employee assigns, in so far as necessary, to the Employer, which assignment
is accepted by the Employer, all intellectual property rights in the products,
works and/or services developed (partly or completely) during the term of this
Agreement and/or with respect to his employment. If this assignment proves to be
(partly or completely) invalid, the Employee hereby declares that in that case
and without attaching any condition thereto he shall assign said rights to the
Employer by means of a separate deed.                                                                                                                                                                                                 
|14.3                                | The Employee
waives his personality rights which may be derived from the provisions of
Section 25 of the Copyright Act with regard to the products, works and/or
services referred to in this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|14.4                                | Pursuant to the
provisions of this Article, the Employee is, during the term of this Agreement
and/or with respect to his employment as well as after his employment, not
allowed to exploit or to have exploited and/or to register or to have
registered, in any manner (all intellectual property rights in) the products,
works and/or services.                                                                                                                                                                                                                                                                                                                                                                                                 
|14.5                                | The Employer and
the Employee agree that the Employee's salary shall be regarded to include the
making-up for the (possible) lack of intellectual property rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|15                                  | Penalty clause                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15.1                                | In the event of breach of any of
the provisions with respect to secrecy (article 12), non-competition (article 13) and
intellectual property rights (article 14) the Employee shall forfeit to the
benefit of the Employer without a prior notice or tradional intervention being
required, any immediate payable penalty of NLG 10,000 for any such breach, and a
penalty of NLG 1,000 for each day or part of a day that such breach of contract
shall continue, without the Employer being required to prove any damage or loss
and without prejudice to the rights of the Employer and of its subsidiaries or
affiliated companies to the meant additional damages if there should be grounds
for doing so.                                      
|15.2                                | Payment of the
penalty or penalties referred to under 15.1 shall not release the Employee from
his obligations specified in Articles 12, 13 and 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|16                                  | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|16.1                                | This Employment
Agreement will be construed under and governed solely by Netherlands law, even
where the Employee may be working outside the Netherlands.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|16.2                                | Should the Tax
Inspector at any time decide that in respect of any, past or future, period wage
tax and/or social security benefits are due in respect to all or part of the benefits
described in the articles 4.5, 9 and 10 the
necessary amounts shall be withheld retroactively and shall be for the account
of the Employee.                                                                                                                                                                                                                                                                                                                                                                                                                    
|16.3                                | The above reflects the entire
understanding between the parties and supersedes all prior agreements. Any
changes and additions to the contents of this Agreement shall be in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16.4                                | This Agreement shall be binding
upon the successors and assigns of Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

In witness whereof this Agreement was
executed in twofold and signed by the parties in Hoofddorp on 19/8, 1996.



/s/ R.V. Maddocks
      /s/ E.R.E.I. WiebengaPolyDoc N.V.
        By: R.V. Maddocks
      PolyDoc N.V.
        By: E.R.E.I. Wiebenga/s/ B.K. MenceBy: B.K. Mence