Exhibit 4.5



Dated 16 December
    
  1999




(1) Sopheon Plc

-and
-

(2) Arif Karimjee



---

SERVICE AGREEMENT

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Sopheon Plc.
Sterling House,
Sterling Road,
Surrey Research Park, Guildford, Surrey
GU2-5RF
Telephone: 01483 883000
Ref. BM/151299/1



THIS AGREEMENTis made
on 16th December 1999

BETWEEN:

|(1) | Sopheon Plcwhose registered
office is at Stirling House, Surrey Research Park, Guildford, Surrey GU2 5RF
(the "Company");and
|--- | ----------------------------------------------------------------------------------------------------------------------------
|(2) | Arif Karimjeeof The
Dell, 119 Guildford Road, Bagshot, Surrey GU19-5NT (the"Executive").                                    

IT IS AGREEDthat
the Company shall employ the Executive and the Executive shall serve the Company
as Finance Director and Chief Financial Officer of the Company on the following
terms and subject to the following conditions (the "Agreement"):

|1. | DEFINITIONS
AND INTERPRETATION
|-- | ------------------------------
|   | (1)                           
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|(2)                                                                                                                                                           | Any reference to a statutory
provision shall be deemed to include a reference to any statutory modification
or re-enactment of it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|(3)                                                                                                                                                           | The headings in this Agreement are
for convenience only and shall not affect its construction or interpretation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(4)                                                                                                                                                           | References in this Agreement to a
person include a body corporate and an incorporated association of persons and
references to a company include any body corporate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(5)                                                                                                                                                           | Where appropriate, references to
the Executive include his personal representatives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.                                                                                                                                                            | TERM
OF EMPLOYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(1)                                                                                                                                                           | The employment of
the Executive shall be deemed to have commenced at a date to be mutually agreed,
in the week leading up to the end of January 2000 but no later than 1 February
2000. The Executive's continued employment shall be conditional upon his
satisfactorily completing of a six month probationary period. During the
probationary period, the employment of the Executive may (subject to earlier
termination as provided below) be terminated by either party giving to the other
not less than 1 months notice in writing. The Executive will not be deemed to
have satisfactorily completed the probationary period until so notified by the
Company in writing. Following satisfactory completion of the probationary period
the employment of the Executive (subject to earlier termination as provided
below) shall be for an indefinite period terminable by either party giving to
the other 6 months notice in writing.
|(2)                                                                                                                                                           | Notwithstanding
anything contained in the articles of association of the Company if the
Executive is given notice terminating his employment prior to expiry of the 6
month probationary period the Executive all share options that the Executive has
been granted in the company shall forthwith lapse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(3)                                                                                                                                                           | Notwithstanding
clause 2(1) above the employment of the Executive shall automatically terminate
on the day when the Executive reaches age 65 or if earlier the normal retiring
age applicable to directors of the Company from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(4)                                                                                                                                                           | The Executive
represents and warrants that he is not bound by or subject to any court order,
agreement, arrangement or undertaking which in any way restricts or prohibits
him from entering into this Agreement or performing his duties under it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.                                                                                                                                                            | DUTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(1)                                                                                                                                                           | The Executive shall during his
employment under this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(2)                                                                                                                                                           | The Executive shall
give to the Board and the relevant stock exchanges, shareholders and authorities
such information regarding the affairs of the Company as it shall
require, and in any event, report regularly and keep the Board informed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(3)                                                                                                                                                           | The Executive shall
carry out his duties and exercise his powers jointly with any other executive(s)
appointed by the Board to act jointly with him and the Board may at any time
require the Executive to cease performing or exercising the said or any duties
or powers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(4)                                                                                                                                                           | The Executive shall
work in any place within the United Kingdom, which the Board may require and he
may be required to travel abroad when required by the Company for the proper
performance of his duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(5)                                                                                                                                                           | The Company's
principal place of business is currently Stirling House, Surrey Research Park,
Guildford, Surrey GU2 5RF. If the Company requires the Executive to work
permanently at a place which necessitates a move from his present home address,
the Company will reimburse the Executive for all removal expenses directly and
reasonably incurred as a result of the Company's requirement, up to the maximum
permitted under the Inland Revenue's Extra Statutory Concession from time to
time relating to such reimbursement.                                                                                                                                                                                                                                                                                                                                                                                                         
|4.                                                                                                                                                            | HOURS OF WORK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(1)                                                                                                                                                           | The Executive's
normal working hours are the office hours of 8.30 am to 5.30 pm Monday to Friday
together with such additional hours as may be necessary for the proper
performance of his duties for which no additional pay or time off will be
permitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5.                                                                                                                                                            | GRATUITIES
AND CODES OF CONDUCT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(1)                                                                                                                                                           | The Executive shall
not directly or indirectly accept any commission, rebate, discount or gratuity
in cash or in kind from any person who has or is having a business relationship
with any Group Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2)                                                                                                                                                           | The Executive shall
comply with all applicable roles and regulations and codes of conduct of the
Company and the Group for the time being in force including in relation to the
undertaking of HMG security work, and the Executive shall comply with all roles,
regulations and codes of conduct of any relevant regulatory authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.                                                                                                                                                            | REMUNERATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(1)                                                                                                                                                           | The Company shall pay to the
Executive a salary at the rate of £65,000 gross each year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2)                                                                                                                                                           | The Executive's salary shall accrue
from day to day and be payable by equal monthly instalments in arrears normally
on the 25th day of each month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3)                                                                                                                                                           | The Executive's
salary shall be reviewed once in every year. The undertaking of a salary review
does not confer a contractual right (whether express or implied) to any increase
in salary and the Executive acknowledges that any salary increase is at the
discretion of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(4)                                                                                                                                                           | Notwithstanding
anything to the contrary in the Company's Articles of Association the salary in
(1) above shall be inclusive of any fees to which the Executive may be entitled
as a director of the Company or any Group Company and the Executive shall waive
his right to any such fee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(5)                                                                                                                                                           | The Executive will
be entitled to participate in any bonus scheme from time to time operated by the
Company and applicable to employees of the Executive's status, subject to the
roles of any such scheme.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(6)                                                                                                                                                           | Unless otherwise
determined by the Board in its entire discretion, entitlement to any bonus is
conditional upon the Executive being employed (and not under notice whether
given by the Executive or the Company) at the date when payment of the bonus, if
any, is made. The Executive acknowledges that the termination of the Executive's
employment prior to the date of payment of any bonus shall not in any
circumstance give rise to a claim by the Executive for compensation in lieu of
such bonus.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.                                                                                                                                                            | PENSION
SCHEME                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(1)                                                                                                                                                           | The Company shall
pay contributions to the Executive's existing personal pension scheme provided
that such scheme is approved under Chapter IV of Part XIV of the Income and
Corporation Taxes Act 1988.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(2)                                                                                                                                                           | The Executive shall
provide to the Company with particulars of the personal pension scheme which is
to apply for the purposes of this clause and such other information relating to
his pension arrangements as the Company may reasonably require from time to
time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3)                                                                                                                                                           | The contribution
shall be paid to the personal pension scheme monthly in arrears and shall be an
annual amount equivalent to 5 per cent of the Executive's basic annual salary
(but basic annual salary for this purpose shall not exceed the allowable maximum
(earnings cap) from time to time in force pursuant to section 640A of the Income
and Corporation Taxes Act 1988) as at the date of the payment of the
      contribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.                                                                                                                                                            | OTHER
BENEFITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(1)                                                                                                                                                           | The Executive is
entitled to membership of a medical expenses insurance scheme for him and his
family, a permanent health insurance scheme and a death in service scheme
providing such cover for the Executive as the Company may from time to time
notify to him.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(2)                                                                                                                                                           | Benefits under the
scheme shall be subject to the roles of the scheme and the terms of any
applicable insurance policy and are conditional upon the Executive complying
with and satisfying any applicable requirements of the insurers. Copies of the
scheme roles and particulars of the requirements shall be provided to the
Executive on request. The Company shall not have any liability to pay any
benefit to the Executive under the scheme unless it receives payment of the
benefit from the insurer.                                                                                                                                                                                                                                                                                                                                                                                                                               
|(3)                                                                                                                                                           | Provision of
benefits under the scheme is also subject to the Company's right to alter the
cover provided or any term of the scheme or to cease to provide (without
replacement) the scheme at any time if in the opinion of the Board the state of
health of the Executive is or becomes such that the Company is unable to insure
the benefits under the scheme at the normal premiums applicable to a person of
the Executive's age.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(4)                                                                                                                                                           | The provision of
the scheme does not in any way prevent the Company from lawfully terminating
this Agreement in accordance with the provisions in clause 16 even if to do so
would deprive the Executive of membership of or cover under the scheme.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.                                                                                                                                                            | COMPANY
CAR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(1)                                                                                                                                                           | The Company shall
either: (a) provide the Executive with a car, with contract hire or lease hire
payments not exceeding £460 per month, for his use in the performance of his
duties and, subject to any restrictions or conditions from time to time imposed
by the Company, the Executive may use the car for his private purposes; or (b)
pay to the Executive a car allowance of £460 per month payable monthly in
arrears.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(2)                                                                                                                                                           | If the Company
shall provide a car, the Company shall pay all normal servicing, insurance and
running expenses in relation to the car and all fuel expenses incurred by the
Executive in the performance of his duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(3)                                                                                                                                                           | If the Company shall provide a car,
the Executive shall take good care of the car and shall observe the terms and
conditions of the insurance policy relating to it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4)                                                                                                                                                           | The Executive shall inform the
Company immediately if he is disqualified from holding a driving licence and
this clause shall not apply during any period of disqualification.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(5)                                                                                                                                                           | The Executive shall at all times
comply with the Company's car policy, from time to time in force, details of
which are available from the company secretary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.                                                                                                                                                           | EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(1)                                                                                                                                                           | The Company shall
reimburse or procure that the Executive is reimbursed all reasonable travelling
hotel and other expenses wholly and necessarily incurred by him in the
performance of his duties under this Agreement, and all reasonable professional
subscription and education expenses required to maintain his qualification, on
production of appropriate receipts, if required by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.                                                                                                                                                           | HOLIDAYS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(1)                                                                                                                                                           | The Executive is
entitled to 23 days' holiday with pay every calendar year in addition to bank
and other public holidays. The Company's holiday year runs from 1 January to 31
December. This entitlement will increase by one day per annum for each completed
year of service, up to a maximum of entitlement of 25 days per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2)                                                                                                                                                           | The Working Time
Regulations 1998 ("the Regulations") provide that the Executive is
entitled to a minimum of 15 days holiday per year (rising to 20 days from 23rd
November 1999). The holiday entitlement set out in clause 11(1) above including,
for the avoidance of doubt, bank and other public holidays, includes this
entitlement. Any outstanding holiday entitlement under the Regulations at the
end of any holiday year cannot normally be carried over or paid
in lieu.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3)                                                                                                                                                           | The Executive's
entitlement to holiday accrues pro rata throughout each holiday year
(disregarding fractions of days). The Executive will be deemed to have taken
statutory holiday first. The Executive is not allowed to take holiday during the
first 13 weeks of his employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4)                                                                                                                                                           | Subject to clause 11 (2) above, any
entitlement to additional holiday remaining at the end of any holiday year may
not be carried forward to the next holiday year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(5)                                                                                                                                                           | If the Executive
has taken holiday in excess of his entitlement on termination of employment he
will be required to give account for it and the Company will make a deduction
from his final salary payment accordingly. If the Executive has accrued holiday
owing to him on termination, the Company may at its discretion require him to
take the outstanding holiday during any notice period or make a payment in lieu
of it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(6)                                                                                                                                                           | If the Executive's
employment is terminated without notice, he will not be entitled to holiday pay
for holiday which would have accrued during the notice period had he continued
to be employed throughout that time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(7)                                                                                                                                                           | The Executive
should agree holiday arrangements with the Chairman in advance. The Company
reserves the right to refuse to allow the Executive to take holiday in
circumstances where it would be inconvenient to the business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12.                                                                                                                                                           | ILLNESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(1)                                                                                                                                                           | The Executive shall
continue to be paid during sickness absence (such payment to be inclusive of any
statutory sick pay or social security benefits to which he may be entitled) for
a total of up to 12 weeks in any 12 consecutive calendar months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2)                                                                                                                                                           | Thereafter the
Executive shall continue to be paid salary at the discretion of the Company
provided that if such absence shall aggregate in 12 weeks in any 12 consecutive
months the Company may terminate the employment of the Executive with immediate
effect after the end of the 12'h week and in that event the Company
shall pay to the Executive a sum equal to 12 weeks salary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(3)                                                                                                                                                           | The Executive will
cease to accrue holiday, subject to any entitlement under the Working Time
Regulations 1998 if he has been absent due to sickness, for 12 consecutive weeks
or more.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(4)                                                                                                                                                           | If the Executive is
incapable of performing his duties by reason of injury sustained wholly or
partly as a result of negligence, nuisance or breach of any statutory duty on
the part of a third party and the Executive recovers an amount by way of
compensation for loss of earnings from that third party, he shall pay to the
Company a sum equal to the amount recovered or, if
less, the amount paid to him by the Company under clause 12(1) and/or 12(2)
above in respect of the relevant period of absence as a result of that injury.                                                                                                                                                                                                                                                                                                                                                                                               
|(5)                                                                                                                                                           | The Company shall
be entitled to require the Executive to undergo examinations by a medical
adviser appointed or approved by the Company and the Executive authorizes the
medical adviser and/or will provide such consents as are necessary to disclose
to the Company the results of such examinations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.                                                                                                                                                           | RESTRICTIONS
DURING EMPLOYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(1)                                                                                                                                                           | During the
continuance of his employment under this Agreement the Executive shall unless
prevented by incapacity devote his whole time and attention to the Business and
shall not without the prior written consent of the Board:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                              | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | provided
      that nothing in this clause shall preclude the Executive from holding or
      being otherwise interested in any shares or other securities of any
      company which is quoted on any recognised investment exchange (as defined
      by section 207(1) Financial Services Act 1986) so long as the interest of
      the Executive in such shares or other securities does not extend to more
      than 1 % of the total amount of such shares or securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2)                                                                                                                                                           | If during his
employment under this Agreement the Executive shall cease to be a director of
the Company (otherwise than by reason of his death, resignation or
disqualification pursuant to the articles of association of the Company or by
statute or court order or under clause 16(2) below) his employment shall
continue and the terms of this Agreement (other than those relating to the
holding of office of director) shall continue in full force and effect and the
Executive shall have no claims against the Company in respect of his ceasing to
be a director.                                                                                                                                                                                                                                                                                                                                                                 
|14.                                                                                                                                                           | INTELLECTUAL
PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(1)                                                                                                                                                           | If the Executive
makes, or if the Executive participates in making, any invention, any design
(whether registerable or not), or any copyright work in which copyright and/or
database right subsists and which relates to or is useful in connection with the
business of the Company or of any Associated Company the Executive shall
disclose it to the Company immediately, whether or not it is the property of the
Company and:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                              | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | and, in addition, the Company may call
for the same to be delivered forthwith to an authorised representative at any
time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2)                                                                                                                                                           | If an invention
made by the Executive is the property of the Company under Section 39 Patents
Act 1977 the Executive shall execute all documents and do all things which may
be necessary or desirable for obtaining the best possible patent, utility model
or similar protection for the invention ('Protection") in territories
specified by the Company and the Executive hereby assigns to the Company with
full title guarantee all his or her rights to the invention and all applications
for Protection and to the grant of Protection in respect of that invention and
shall execute all documents and do all such things as may be necessary or
desirable for perfecting the assignment and obtaining registration of it in all
territories in the name of the Company.                                                                                                                                                             
|(3)                                                                                                                                                           | Notwithstanding clause 14(2) the
Company shall not be under any obligation to apply for Protection in respect of
any invention made by the Executive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4)                                                                                                                                                           | If any invention is
the property of the Executive under Section 39 Patents Act 1977 and relates to
or is useful in connection with the business or any product or service of the
Company or of any Associated Company the Executive shall not grant a licence or
execute an assignment in respect of that invention to any other person without
first offering to grant a licence or execute an assignment for the benefit of
the Company on terms no less favourable than those
offered to the third party, and the Company shall have fifteen working days in
which to accept or reject the offer.                                                                                                                                                                                                                                                                                                                                           
|(5)                                                                                                                                                           | If during the
course of his work for the Company (whether in the course of normal duties or
not and whether or not during normal working hours) the Executive makes, or
participates in the making of any design (whether registrable or not) or any
work in which copyright and/or database right subsists the Executive hereby
assigns to the Company with full title guarantee and, where appropriate, by way
of future assignment, all such rights for the full term thereof throughout the
world, provided that the assignment shall not extend to those designs or works
which are created by the Executive wholly outside his or her normal working
hours and wholly unconnected with his or her service under this
Agreement.                                                                                                                                                                                                          
|(6)                                                                                                                                                           | In the case of
designs and copyright which are registrable anywhere in the world the Executive
shall execute all documents and do all things which are necessary or desirable
for obtaining and, as appropriate, renewing the best possible registration in
respect of such rights in territories specified by the Company and shall assign
to the Company such rights as are not already held by the Company in all
subsequent registrations and renewals and applications for registration and
renewal.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(7)                                                                                                                                                           | Without prejudice
to clause 18 the Executive acknowledges that all materials comprising any such
work as is described in clause 14(5) are and will be the Company's property and
at the Company's request the Executive will deliver all such materials to the
Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(8)                                                                                                                                                           | The Executive
hereby irrevocably appoints the Company to be the Executive's attorney in his or
her name and on his or her behalf to sign or execute any document or do anything
and generally to use the Executive's name for the purpose of giving to the
Company the full benefit of the provisions of this clause 14 and in favour of
any third party a certificate in writing signed by any director or the secretary
of the Company that any document or act falls within the authority conferred by
this clause shall be conclusive evidence that that is the case.                                                                                                                                                                                                                                                                                                                                                                      
|(9)                                                                                                                                                           | The Executive
waives all moral rights (whether arising under Chapter 1V of the Copyright
Designs and Patents Act 1988 or otherwise), to the extent permissible under the
relevant legislation in each jurisdiction in works to which clause 14(5)
applies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(10)                                                                                                                                                          | The Executive
warrants that he is not bound by any legally enforceable obligations owed to
persons other than the Company which would prevent the Executive from complying
with the terms of this Agreement and the Executive shall not without proper
licence use any inventions or information in breach of rights owed to or held by
persons other than the Company or copy or adapt works or designs owned by
persons other than the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(11)                                                                                                                                                          | All the provisions of this clause
14 shall survive termination of Executive's employment insofar as
they relate to inventions, information, designs and any works in which copyright
and/or database right subsists and which were created before termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15.                                                                                                                                                           | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(1)                                                                                                                                                           | The Executive
recognises that during the course of his employment he will have access to
client and other system information which is both sensitive and confidential.
The Executive shall not (except in the proper performance of his duties) during
or after his employment has ended divulge to any person or otherwise make use of
(and shall use his best endeavours to prevent the publication or disclosure of)
any trade secret or any information concerning the Business or the finances of
the Company or any Group Company or any of its or their transactions or affairs
or any trade secret or any such confidential information concerning any of its
or their suppliers, agents, distributors or clients or details of any products
or services (including, without limitation, the Knowledge Agents software and
the search and retrieval consultancy services) provided by the Company or any
Group Company.                
|(2)                                                                                                                                                           | The restrictions in clause 15 (1)
shall not apply to information which:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                              | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                              | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|16.                                                                                                                                                           | TERMINATION
OF EMPLOYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(1)                                                                                                                                                           | The Company may at
any time and in its absolute discretion (whether or not any notice of
termination has been given by the Company or the Executive under clause 2(1)
above) terminate the Agreement with immediate effect and make a payment in lieu
of notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(2)                                                                                                                                                           | The employment of the Executive may
be terminated by the Company without notice or payment in lieu of notice if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                              | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|17.                                                                                                                                                           | SUSPENSION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(1)                                                                                                                                                           | The Company may
suspend the Executive on full pay to allow the Company to investigate any
complaint made against the Executive in relation to his employment with the
Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2)                                                                                                                                                           | During any period
of notice of termination (whether given by the Company or the Executive) the
Company shall be under no obligation to assign any duties to the Executive or to
provide any work for him and shall be entitled to exclude him from its premises,
provided that this shall not affect the Executive's entitlement to receive his
normal salary and other contractual benefits other than that the Executive will
cease to accrue holiday during any such period subject to any entitlement under
the Working Time Regulations 1998.                                                                                                                                                                                                                                                                                                                                                                                             
|18.                                                                                                                                                           | RESIGNATION AND RETURN OF COMPANY
PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(1)                                                                                                                                                           | Upon the termination by whatever
means of this Agreement the Executive shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                              | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(2)                                                                                                                                                           | If the Executive
fails to comply with clause 18(1)(a) the Company is hereby irrevocably
authorised to appoint some person in his name and on his behalf to sign and
complete any documents or do any thing necessary to give effect to this clause.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(3)                                                                                                                                                           | The Executive shall
not without the consent of the Company at any time after the termination of this
Agreement represent himself still to be connected with the Company or any Group
Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|19.                                                                                                                                                           | RECONSTRUCTION
OR AMALGAMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                              | If the employment of
the Executive under this agreement is terminated by reason of the liquidation of
the Company for the purpose of reconstruction or amalgamation and the Executive
is offered employment with any concern or undertaking resulting from the
reconstruction or amalgamation on terms and conditions not less favourable than
the terms of this Agreement then the Executive shall have no claim against the
Company in respect of the termination of his employment under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|20.                                                                                                                                                           | RESTRICTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(1)                                                                                                                                                           | Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                              | In this clause:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(2)                                                                                                                                                           | The Executive
covenants with the Company that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                              | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                              | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(3)                                                                                                                                                           | The restrictions in
this clause are considered by the parties to be reasonable and the validity of
each sub-clause shall not be affected if any of the others is invalid. If any of
the restrictions is void but would be valid if some part of the restriction were
deleted, the restriction in question shall apply with such modification as may
be necessary to make it valid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(4)                                                                                                                                                           | The Executive acknowledges that the
provisions of this clause are no more extensive than is reasonable to protect
the Company and the Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|21.                                                                                                                                                           | SEVERABILITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                              | If any of the
provisions of this Agreement become invalid or unenforceable for any reason by
virtue of applicable law the remaining provisions shall continue in full force
and effect and the Company and the Executive hereby undertake to use all
reasonable endeavours to replace any legally invalid or unenforceable provision
with a provision which will promise to the parties (as far as practicable) the
same commercial results as were intended or contemplated by the original
provision.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|22.                                                                                                                                                           | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                              | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|23.                                                                                                                                                           | STATUTORY
INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                              | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|24.                                                                                                                                                           | MISCELLANEOUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                              | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                              | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|THIS AGREEMENThas
been executed as an agreement under hand by the Company and executed and
delivered as a deed by the Executive on the date of this document.
|SCHEDULE                                                                                                                                                     
|STATEMENT OF PARTICULARS
PURSUANT TO THE
EMPLOYMENT RIGHTS ACT 1996                                                                                          
|1.                                                                                                                                                            | The Executive's
period of continued employment commenced on lst February 2000. A period of
employment with a previous employer does not count as part of the Executive's
continuous employment with the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.                                                                                                                                                            | A contracting-out certificate is not
in force in respect of this employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.                                                                                                                                                            | There is no formal
disciplinary or grievance procedure applicable to this position. Any grievance
which the Executive wishes to exercise or any disciplinary action taken by the
Company will be dealt with by the Chairman. If the Executive is dissatisfied
with any decision he can within 5 working days of that decision appeal to the
Board whose decision shall be final and binding. For the avoidance of doubt any
disciplinary or grievance procedure does not form part of the service agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.                                                                                                                                                            | The Executive is under no obligation
to work overseas for periods exceeding 1 month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.                                                                                                                                                            | The Company is not a party to any
collective agreement which affects the Executive's employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



Executed by: /s/ Barry Mence
                           
(Barry Mence )

for and on behalf of  Sopheon Plc.

in the presence of: /s/ Nicolette
Houston
                                     
(Nicolette Houston)
                                     
(Chartered Accountant)

Signed as a Deed by: /s/ Arif
Karimjee
                                          
(Arif Karimjee)

in the presence of: