EXHIBIT 10.1

                                  AKOS LIMITED


                                       AND


                                   PAUL EVANS





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                           EXECUTIVE SERVICE AGREEMENT

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                                    CONTENTS

CLAUSE                                                                      PAGE


1.        DEFINITIONS........................................................1
2.        TERM OF APPOINTMENT................................................1
3.        DUTIES.............................................................2
4.        HOLIDAY............................................................5
5.        OUTSIDE INTERESTS..................................................5
6.        SALARY AND BENEFITS................................................6
7.        EXPENSES...........................................................7
8.        CONFIDENTIAL INFORMATION...........................................7
9.        INVENTIONS AND CREATIVE WORKS......................................9
10.       GARDEN LEAVE......................................................10
11.       RESTRICTIONS AFTER TERMINATION....................................10
12.       TERMINATION BY EVENTS OF DEFAULT..................................13
13.       INCAPACITY AND MEDICAL EXAMINATION................................14
14.       OBLIGATIONS UPON TERMINATION......................................15
15.       RECONSTRUCTION AND AMALGAMATION...................................16
16.       DISCIPLINARY AND GRIEVANCE PROCEDURES.............................16
17.       NOTICES...........................................................16
18.       ENTIRE AGREEMENT AND PREVIOUS CONTRACTS...........................17
19.       PROPER LAW........................................................17
20.       CONSTRUCTION......................................................18
21.       THIRD PARTY RIGHTS................................................18
22.       COUNTERPARTS......................................................18




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THIS AGREEMENT is made on 6 June 2007

BETWEEN:

(1)       AKOS LIMITED (No 03447118) whose registered office is at The Coach
          House, The Grove, Pipers Lane, Harpenden, Herts AL5 1AH (the
          "COMPANY");

(2)       PAUL EVANS of The White House, Cuckolds Cross, Whitwell, Herts SG4
          8HL, UK (the "EXECUTIVE").

THE PARTIES AGREE AS FOLLOWS:

1.        DEFINITIONS

          In this agreement (unless the context requires otherwise):

          "BOARD" means the board of directors from time to time of the Company
          (including any committee of the board duly appointed by it);

          "EARN-OUT PERIOD" shall have the meaning ascribed to it in the Share
          Purchase Agreement between (1) Cross Country Healthcare UK Holdco
          Limited and (2) Winston Paul John Evans and (3) Susan Morag Evans and
          (4) Cross Country Healthcare Inc. dated 6 June 2007;

          "GROUP COMPANY" means the Company, the holding company (as defined in
          section 736 of the Companies Act 1985) (if any) of the Company, or any
          subsidiary undertaking (as defined in section 258 of the Companies Act
          1985) or associated company (as defined in sections 416 et seq. of the
          Income and Corporation Taxes Act 1988) of the Company or of the
          holding company (if any) of the Company; and

          "HMRC" means Her Majesty's Revenue & Customs and, where relevant, any
          predecessor body which carried out its (or part of its) functions.

2.        TERM OF APPOINTMENT

2.1       The Company shall employ the Executive and the Executive shall serve
          the Company on the terms of this agreement (the "APPOINTMENT"). The
          Appointment shall commence on 6 June 2007 and shall continue until
          terminated:

          (a)     as provided for elsewhere in this agreement;

          (b)     by the Company giving to the Executive not less than 3 months'
                  prior written notice and by the Executive giving to the
                  Company not less than 3 months' prior written notice, such
                  notice, in either case, not to expire at any time before the
                  end of the Earn-Out Period; or

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          (c)     unless otherwise agreed, automatically on the Executive's 65th
                  birthday being the contractual retirement date.

2.2       The Executive's period of continuous employment began on 16 December
          1986.

2.3       The Executive will be provided with a copy of the Company's staff
          handbook and details of any other rules and procedures. These do not
          form part of the Executive's contract of employment with the Company.
          To the extent that there is a conflict between the terms of this
          agreement and any handbook, policies or procedures, then the terms of
          this agreement shall prevail.

2.4       Notwithstanding clause 2.1(b) above, where notice is served to
          terminate the Appointment (whether by the Company or the Executive)
          the Company may (at its sole and absolute discretion) terminate the
          Appointment at any time and with immediate effect by making to the
          Executive a payment in lieu of the notice period (or, if applicable,
          the remainder of the notice period) equivalent to the proportion of
          Salary and contractual benefits (at the date of termination) for the
          notice period (or remainder of the notice period). Such payment will
          be subject to income tax and national insurance contributions.

2.5      For the avoidance of doubt:

          (a)     if the Company terminates the Executive's employment other
                  than in accordance with its rights under this agreement any
                  entitlement to damages for breach of contract will be assessed
                  on the normal common law principles (including the Executive's
                  obligation to mitigate his loss); and

          (b)     the right of the Company to make a payment in lieu of notice
                  does not give rise to any right for the Executive to receive
                  such a payment.

2.6       The Executive warrants that, to the best of his knowledge, he is
          physically and mentally fit to be employed by the Company and to
          perform his duties for the Company.

3.        DUTIES

3.1       The Executive shall perform the duties of Managing Director of the
          Company or such other role in the Company as the Board may reasonably
          consider appropriate provided that the nature and status of the role
          are similar to the nature and status of the Appointment. The
          Executive's job description will be provided to him but does not form
          part of this agreement and the Company may, upon reasonable notice to
          the Executive, depart from and/or amend this job description from time
          to time.

3.2       The Executive shall:

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          (a)     unless capacitated or sick devote the whole of his working
                  time and attention to the duties assigned to him;

          (b)     faithfully and diligently serve the Company (and all Group
                  Companies);

          (c)     use all his reasonable endeavours to promote and protect the
                  interests of the Company (and all Group Companies);

          (d)     obey all reasonable and lawful directions given to him by or
                  under the authority of the Board;

          (e)     perform services for and (if the Company so requests) hold
                  offices in such Group Companies as the Board may from time to
                  time reasonably require without additional remuneration
                  (except as otherwise agreed) provided always that the
                  Executive shall (in the event that he holds any such office):

                  (i)     hold any such office subject to the articles of
                          association of the relevant Group Company as amended
                          from time to time;

                  (ii)    following the termination of this agreement (if the
                          Board so reasonably requests) immediately resign
                          (without any claim for compensation) from any office
                          held in any Group Company and the Executive hereby
                          irrevocably appoints the Company to be his attorney to
                          execute and do any such instrument or thing and
                          generally to use his name for the purpose of giving
                          the Company or its nominee the full benefit of this
                          clause;

                  (iii)   shall not do anything that would cause him to be
                          disqualified from holding any such office;

                  (iv)    shall not (without the prior written approval of the
                          Board) resign from any office which he holds in the
                          Company or any Group Company; and

                  (v)     acknowledges that the termination of any such office
                          which he holds in the Company or any Group Company
                          (including failure to be re-elected to the office
                          following retirement by rotation) shall not terminate
                          the Appointment which shall continue on the basis that
                          the Executive is an employee only;

          (f)     (if the Company so requests) carry out his duties and exercise
                  his powers jointly with such person or persons as the Board
                  may appoint to act jointly with him;

          (g)     work at such places in the United Kingdom as the Company may
                  reasonably require, it being envisaged that the Executive's
                  normal place of work initially shall be the Company's
                  registered office as referred to above;

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          (h)     travel to such places (whether in or outside the United
                  Kingdom) by such means commensurate with other Board members
                  and on such occasions as the Company may reasonably from time
                  to time require;

          (i)     make such reports to the Board or to anyone nominated by the
                  Board on any matters concerning the affairs of the Company or
                  any Group Company as are reasonably required;

          (j)     comply with any code of practice issued by the Company (as
                  amended from time to time) relating to transactions in
                  securities and with all requirements of all regulatory
                  authorities relevant to the Company or any Group Company with
                  which the Executive is concerned;

          (k)     consent to the Company monitoring and/or recording any use
                  that he makes of its telecommunication or computer systems and
                  will comply with any policies that it may issue from time to
                  time concerning the use of such systems;

          (l)     not enter into, on behalf of any Group Company, any
                  arrangement which is outside its normal course of business, is
                  outside his normal duties or contains unusual or onerous
                  terms; and

          (m)     report the wrongdoing (including acts of misconduct,
                  dishonesty, breaches of contract, fiduciary duty, company
                  rules or the rules of the relevant regulatory bodies) whether
                  committed or discussed by any other director or member of
                  staff of the Company and any Group Company of which the
                  Executive was aware to the Board immediately.

3.3       The Executive shall work such hours as are reasonably necessary for
          the proper performance of his duties.

3.4       The Parties agree that the nature of the Executive's Appointment is
          such that his working time cannot be measured and, accordingly, that
          the Appointment falls within the scope of regulation 20 of the Working
          Time Regulations 1998 (the "REGULATIONS"). Notwithstanding this, in
          the event that the Appointment does not fall within section 20 of the
          Regulations, the Executive agrees to opt out of Regulation 4 (1) of
          the Regulations which limits the average working week (calculated in
          accordance with the Regulations) of each worker to a maximum of 48
          hours. Should the Executive wish to terminate this opt-out then he may
          do so by giving the Company not less than three months' written
          notice. The Executive will comply with any policy of the Company in
          force from time to time concerning the maintenance of records of the
          hours that he works.

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4.        HOLIDAY

4.1       The Executive shall be entitled to 30 working days' holiday (in
          addition to the usual English public holidays) in each complete
          holiday year worked (which is the period of 12 months commencing on 1
          January each year) at full salary (provided always that the holiday
          entitlement shall accrue on a pro rata basis whereby the Executive
          shall be entitled to 1/260th of the holiday entitlement in any holiday
          year for each full working day of the Appointment). Holiday will be
          taken at such time or times as may be approved in advance by the
          Board. Holidays not taken in any holiday year cannot be carried over
          to a subsequent holiday year, without the consent of the Board such
          consent not to be unreasonably withheld or delayed.

4.2       Upon termination of the Appointment:

          (a)     the Executive shall be entitled to receive payment in lieu of
                  any holiday entitlement which has accrued prior to the date of
                  termination but is unused (provided that such termination is
                  not pursuant to clause 12 of this agreement nor follows the
                  Executive's resignation where the Executive fails to serve his
                  requisite period of notice pursuant to clause 2.1(b)); or

          (b)     the Company shall be entitled to make a deduction from the
                  Executive's remuneration in respect of holidays taken in
                  excess of the entitlement accrued prior to the date of
                  termination.

4.3       If either party serves notice to terminate the Appointment the Company
          may require the Executive to take any accrued but unused holiday
          entitlement during the notice period (whether or not the Executive is
          on Garden Leave as defined in clause 10 of this agreement) and the
          Executive's holiday entitlement shall not accrue for any period during
          which the Executive is on Garden Leave.

5.        OUTSIDE INTERESTS

5.1       The Executive shall not (save as a representative of the Company or
          with the prior written approval of the Board) whether directly or
          indirectly, paid or unpaid, be engaged or concerned in the conduct of,
          be or become an employee, agent, partner, consultant or director of or
          assist or have any financial interest in any other actual or
          prospective business or profession without the written approval of the
          Board.

5.2       The Executive shall be permitted to hold shares or securities of a
          company any of whose shares or securities are quoted or dealt in on
          any recognised investment exchange provided that:

          (a)     any such holding shall not exceed five per cent. of the issued
                  share capital of the company concerned and is held by way of
                  bona fide investment only ("INVESTMENT"); and

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          (b)     he complies with all applicable rules, laws and regulations
                  relating to dealings in shares, debentures and other
                  securities (including but not limited to the Criminal Justice
                  Act 1993, the regulations of the UK Listing Authority, and any
                  requirement or code of practice issued by the Company
                  including but not limited to any share dealing policy or code
                  issued by the Company) as amended from time to time.

5.3       The Executive shall disclose to the Board any matters relating to his
          spouse (or anyone living as such), their children, stepchildren,
          parents or any trust or firm whose affairs or actions he controls
          which, if they applied to the Executive, would contravene clauses 5.1
          or 5.2 to the extent that he has actual knowledge of such matters.

6.        SALARY AND BENEFITS

6.1       The Executive shall be paid a basic salary of (pound)150,000 per annum
          or such other rate as may be agreed from time to time (the "SALARY")
          subject to such deductions are required by law. The Executive shall
          not be entitled to any other remuneration by reason of his holding any
          office in any Group Company. The Salary shall be payable by bank
          credit transfer in equal monthly instalments in arrears on or about
          the last working day of each calendar month to such bank account as
          the Executive may nominate.

6.2       The Executive may participate in:

          (a)     such stakeholder pension scheme as may be designated by the
                  Company from time to time subject to the rules of the scheme
                  and any applicable HMRC limits, in both cases as amended from
                  time to time, provided that, for the avoidance of doubt, the
                  Company shall not make any contributions to any such scheme. A
                  contracting-out certificate is not in force in respect of the
                  Executive's employment; and

          (b)     the Company's private medical insurance scheme subject to the
                  Executive's health not being such as to prevent inclusion in
                  such scheme on terms and at a premium which the Company
                  considers reasonable, the rules of the scheme and any relevant
                  rules or insurance policy of the private medical cover
                  provider as amended from time to time. The Company may change
                  the private medical cover provider and/or replace with a
                  comparable scheme on reasonable notice to the Executive.

6.3       The Company may deduct from any sums owed to the Executive all sums
          which he from time to time owes the Company or any Group Company.

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7.        EXPENSES

          The Company shall reimburse the Executive for all reasonable travel,
          accommodation and other expenses properly authorised by the Company
          and wholly, exclusively and necessarily incurred in or about the
          performance of his duties hereunder, which expenses shall be evidenced
          in such manner as the Company may reasonably specify from time to
          time.

8.        CONFIDENTIAL INFORMATION

8.1       Subject to clause 8.2 below and without prejudice to his common law
          duties, the Executive shall not (save in the proper course of his
          duties, as required by law or as authorised by the Company) use or
          communicate to any person (and shall use his best endeavours to
          prevent the use or communication of) any trade or business secrets or
          confidential information of or relating to the Company or any Group
          Company (including but not limited to details of clients or customers
          (including client or customer lists and requirements), consultants,
          suppliers, designs, products, product applications, trade
          arrangements, terms of business, operating systems, sales information,
          marketing information or strategies, manufacturing processes,
          disputes, commission or bonus arrangements, pricing and fee
          arrangements, know-how, formulae, inventions, dealings, negotiations,
          transactions, employees or officers, and structures, business plans,
          financial information, inventions, research and development
          activities, personal or sensitive personal data and anything marked or
          treated as confidential in each case whether actual or potential)
          which he creates, develops, receives or obtains while in the service
          of the Company. This restriction shall continue to apply after the
          termination of the Appointment howsoever arising without limit in
          time.

8.2       Reference to confidential information in this clause 8 shall not
          include: information which is in the public domain at the time of any
          disclosure of such information by the Executive (other than
          information in the public domain for so long as the Executive is in a
          position to use such information more readily than others who have not
          worked for the Company); information which comes into the public
          domain after its disclosure otherwise than by reason of a breach of
          this agreement; information which was already demonstrably known to
          the receiving party at the date of disclosure and had not been
          received in confidence from any Group Company; or information which is
          required to be disclosed as a matter of law.

8.3       During the Appointment the Executive shall not make (other than for
          the benefit of the Company) any record (whether on paper, computer
          memory, disc or otherwise) relating to any matter within the scope of
          the business of the Company or any Group Company or their clients or
          customers and suppliers or concerning its or their dealings or affairs
          or (either during the Appointment or afterwards) use such records (or
          allow them to be used) other than for the benefit of the Company or
          the relevant Group Company. All such records (and any copies of them)
          shall belong to the Company or the relevant Group Company and shall be
          handed over to the Board (or such other person as the Board may


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          nominate) by the Executive on the termination of the Appointment or at
          any time during the Appointment at the request of the Board.

8.4       Subject to the Executive's duties at clause 3 of this agreement the
          Executive shall not during the Appointment either directly or
          indirectly publish any opinion, fact or material on any matter
          connected with or relating to the business of the Company or any Group
          Company (whether confidential or not) without the prior written
          approval of the Board.

8.5       Nothing in this clause shall prevent the Executive from disclosing
          information which he is entitled to disclose under the Public Interest
          Disclosure Act 1998 provided that the disclosure is made in the
          appropriate way to an appropriate person having regard to the
          provisions of the Act and he has first fully complied with the
          Company's procedures relating to such disclosures.

8.6       By signing this contract the Executive agrees that the Company may use
          information about him which he may provide or which it may acquire
          during the course of his employment and the Executive consents to the
          Company and any other Group Companies holding and processing the
          following data relating to him:

          (a)     personal data, for legal, administrative and management
                  purposes; and

          (b)     "sensitive personal data" (as defined in the Data Protection
                  Act 1998) including:

                  (i)     his health records and any medical reports given to or
                          obtained by the Company, for monitoring sick leave and
                          taking decisions as to his fitness to work;

                  (ii)    his racial or ethnic origin (in order to monitor
                          compliance with the Race Relations Act 1976);

                  (iii)   any information relating to criminal proceedings in
                          which he has been involved for compliance with the
                          Company's legal or regulatory requirements, for
                          insurance purposes, and in relation to its obligations
                          to third parties.

8.7       The Company may make such information available to Group Companies,
          regulatory authorities, potential or future employers, governmental or
          quasi-governmental organisations and potential purchasers of the
          Company or the business in which the Executive works.

8.8       The Executive consents to the transfer of appropriate parts of the
          information that the Company holds relating to him to locations
          outside the European Economic Area to any Group Companies, clients and
          customers and other business contacts for the purpose of furthering
          the Company's business interests.

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9.        INVENTIONS AND CREATIVE WORKS

9.1       For the purposes of this clause "INTELLECTUAL PROPERTY RIGHTS" means
          any and all patents, trade marks, service marks, rights in designs,
          get-up, trade, business or domain names, goodwill associated with the
          foregoing, copyright (including rights in computer software and
          databases), topography rights (in each case whether registered or not
          and any applications to register or rights to apply for the
          registration of any of the foregoing), rights in inventions, knowhow,
          trade secrets and other confidential information, rights in databases
          and all other intellectual property rights or forms of protection of a
          similar nature or having equivalent or similar effect to any of these
          which may now or in the future subsist anywhere in the world for the
          full period thereof and all extensions or removals thereof.

9.2       The Executive acknowledges that because of the nature of his duties,
          and the particular responsibilities arising as a result of such duties
          which he owes to the Company and the Group Companies, he has a special
          obligation to further the interests of the Company and the Group
          Companies. In particular, the Executive's duties will include
          reviewing the products and services of the Company and, if
          appropriate, Group Companies with a view to identifying and
          implementing potential improvements.

9.3       The Executive shall promptly disclose to the Company any idea,
          invention or work which is relevant to (or capable of use in) the
          business of the Company or any Group Company now or in the future made
          by him in the course of his performance of his duties, whether alone
          or with any other person. The Executive acknowledges that all
          Intellectual Property Rights subsisting (or which may in the future
          subsist) in any such ideas, inventions or works or which in any other
          way arise from his performance of his duties, whether alone or with
          any other person, including without limitation such Intellectual
          Property Rights as subsist in any record of the type referred to in
          clause 8.3 above or the contents or subject matter thereof, will, on
          creation, vest in and be the exclusive property of the Company and if
          they do not do so he shall assign them to the Company (upon its
          request and at its cost) and, to the extent permitted by law, does
          hereby so assign them. The Executive hereby irrevocably waives any
          "Moral Rights" which he may have in any such ideas, inventions or
          works under chapter IV of part I of the Copyright, Designs and Patents
          Act 1988.

9.4       The Executive hereby irrevocably appoints the Company to be his
          attorney in his name and on his behalf to execute and do any such
          instrument or thing and generally to use his name for the purpose of
          giving to the Company or its nominee the full benefit of this clause
          and acknowledges in favour of any third party that a certificate in
          writing signed by any director or secretary of the Company that any
          instrument or act falls within the authority hereby conferred shall be
          conclusive evidence that such is the case.

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10.       GARDEN LEAVE

10.1      Despite any other provision in this agreement the Company is under no
          obligation to provide the Executive with work and may at any time
          require the Executive to perform no duties whatsoever, or any such
          duties as it may reasonably require and may exclude the Executive from
          any premises of any Group Company and, for the purposes of this
          agreement, "GARDEN LEAVE" means any period during which the Company
          exercises its rights under this sub-clause 10.1.

10.2      During any period of Garden Leave the Executive shall:

          (a)     remain an employee of the Company and be bound by the terms of
                  this agreement;

          (b)     not (except as a representative of the Company or with the
                  prior written approval of the Board) whether directly or
                  indirectly, paid or unpaid be engaged or concerned in the
                  conduct of any other actual or prospective business or
                  profession or be or become an employee, agent, partner,
                  consultant or director of any other company or firm or assist
                  or have any financial interest in any other such business or
                  profession;

          (c)     not have any contact or communication (save for any purely
                  personal contact) with any client or customer, employee,
                  officer, director, agent or consultant of any Group Company
                  save for any member of the Board or save with the prior
                  written consent of the Board;

          (d)     keep the Company informed of his whereabouts so that he can be
                  called upon to perform any appropriate duties as required by
                  the Company except during any periods taken as holiday;

          (e)     (if the Company so requests) resign from any office in any
                  Group Company;

          (f)     continue to receive the Salary and his contractual benefits in
                  the usual way; and

          (g)     (if the Company so requests) return to the Company any
                  property belonging to any Group Company save to the extent
                  such property constitutes his contractual employment benefits.

11.       RESTRICTIONS AFTER TERMINATION

11.1      The Executive acknowledges that because of the nature of his duties
          and the particular responsibilities arising as a result of such duties
          owed to the Company and each Group Company he has knowledge of trade
          secrets and confidential business information (including details of
          customers) and is therefore in a position to harm their legitimate
          business interests if he were to make use of such trade secrets or


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          confidential business information for his own purposes or the purposes
          of another. Accordingly, having regard to the above, the Executive
          accepts that the restrictions in this clause are reasonable.

11.2      The Executive covenants to the Company for itself and as trustee for
          each Group Company that in order to protect the confidential
          information, trade secrets and business connections of the Company and
          each Group Company he shall not for the following periods (less any
          period or periods spent on Garden Leave immediately prior to
          Termination) after Termination howsoever arising (but excluding
          repudiatory breach of this agreement by the Company) save with the
          prior written consent of the Board directly or indirectly, either
          alone or jointly with or on behalf of any third party and whether on
          his own account or as principal, partner, shareholder, director,
          employee, consultant or in any other capacity whatsoever:

          (a)     for 12 months following Termination in the Relevant Territory
                  and in competition with the Company or any Relevant Group
                  Company engage, assist or be interested in any undertaking
                  which provides Services or Products;

          (b)     for 12 months following Termination and in competition with
                  the Company or any Relevant Group Company directly or
                  indirectly do business with or for or have any dealings with
                  any Client in relation to the supply of Services and/or
                  Products;

          (c)     for 12 months following Termination and in competition with
                  the Company or any Relevant Group Company solicit or interfere
                  with or endeavour to entice away from the Company or any
                  Relevant Group Company any Client in relation to the supply of
                  Services and/or Products;

          (d)     for 12 months following Termination and in competition with
                  the Company or any Relevant Group Company directly or
                  indirectly do business with or for or have any dealings with
                  any Prospective Client in relation to the supply of Services
                  and/or Products;

          (e)     for 12 months following Termination and in competition with
                  the Company or any Relevant Group Company solicit or interfere
                  with or endeavour to entice away from the Company or any
                  Relevant Group Company any Prospective Client in relation to
                  the supply of Services and/or Products;

          (f)     for 12 months following Termination solicit the employment or
                  engagement of any Key Employee for a business which is in
                  competition with the Company or any Relevant Group Company
                  (whether or not such person would breach their contract of
                  employment or engagement by reason of leaving the service of
                  the business in which they work); and

          (g)     at any time following Termination represent himself as being
                  in any way connected with or interested in the business of the
                  Company or any Relevant Group Company save to the extent that


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                  such connection or interest arises from the Share Purchase
                  Agreement.

11.3      Each of the obligations in this clause is an entire, separate and
          independent restriction on the Executive, despite the fact that they
          may be contained in the same phrase and if any part is found to be
          invalid or unenforceable the remainder will remain valid and
          enforceable.

11.4      While the restrictions are considered by the parties to be fair and
          reasonable in the circumstances, it is agreed that if any of them
          should be judged to be void or ineffective for any reason, but would
          be treated as valid and effective if part of the wording was deleted,
          they shall apply with such modifications as necessary to make them
          valid and effective.

11.5      The Executive will (at the request and cost of the Company) enter into
          a direct agreement with any Group Company under which he will accept
          restrictions corresponding to the restrictions contained in this
          clause 11.

11.6      The provisions of this clause will not prevent the Executive from:

          (a)     holding an Investment; or

          (b)     being engaged, assisting or being interested in any business
                  concern which provides Services and/or Products provided that
                  the Executive's work is not in any way connected with the
                  provision of similar Services and/or Products and provided
                  that that business concern does not exclusively or
                  predominantly provide similar Services and/or Products.

11.7      If the Executive is offered employment or a consultancy arrangement or
          a partnership or any other engagement with a third party at any time
          during the Appointment or in the six months following Termination
          (howsoever arising), he will supply that third party with details
          concerning the restrictions in this clause 11 provided that he shall
          not be permitted to provide that third party with a copy of this
          agreement without the prior written approval of the Board.

11.8      For the purposes of this clause:

          (a)     "CLIENT" means any person, firm, company or entity which was a
                  client of the Company or any Relevant Group Company at any
                  time during the 12 months' prior to Termination and with which
                  the Executive was materially concerned or had material
                  personal contact at any time during the said period of 12
                  months;

          (b)     "KEY EMPLOYEE" means any person who immediately prior to
                  Termination was a senior manager or a director of the Company
                  or any Relevant Group Company with whom the Executive worked


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                  closely at any time during the period of 12 months prior to
                  Termination;

          (c)     "PROSPECTIVE CLIENT" means any person, firm, company or other
                  entity with whom the Company or any Relevant Group Company has
                  been in formal negotiations with a view to providing services
                  and/or products to or for such person, firm, company or other
                  entity provided that such person, firm, company or other
                  entity shall not be a Prospective Client if such person, firm,
                  company or other entity concerned has indicated that they do
                  not wish the Company to provide such services and/or products
                  to them;

          (d)     "RELEVANT GROUP COMPANY" means any Group Company (and, if
                  applicable, its predecessors in business) for which the
                  Executive performed services to a material degree or in which
                  he held office at any time during the 12 months prior to
                  Termination;

          (e)     "RELEVANT TERRITORY" means the area constituting the market of
                  the Company and any Relevant Group Company for Services or
                  Products in the period of 12 months prior to Termination and
                  with which area the Executive was materially concerned at any
                  time during the said period of 12 months;

          (f)     "SERVICES" and "PRODUCTS" means services and/or products which
                  are directly competitive with those supplied and/or produced
                  by the Company and/or any Relevant Group Company in the period
                  12 months prior to Termination and with the supply and/or
                  production of which the Executive was materially concerned at
                  any time in the said period of 12 months; and

          (g)     "TERMINATION" means the date of termination of the
                  Appointment.

12.       TERMINATION BY EVENTS OF DEFAULT

12.1      The Company may terminate the Appointment by notice but with immediate
          effect if the Executive:

          (a)     is guilty of gross misconduct or commits any serious or (after
                  warning) repeated or continued material breach of his
                  obligations to the Company (other than by reason of absence
                  due to illness or injury);

          (b)     becomes bankrupt or makes any arrangement or composition with
                  or for the benefit of his creditors;

          (c)     is convicted of any criminal offence (other than an offence
                  under any road traffic legislation in the United Kingdom or
                  elsewhere for which a fine or non-custodial penalty is
                  imposed) or any offence under any regulation or legislation
                  relating to insider dealing;

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          (d)     is disqualified from holding any office which he is required
                  to hold in any Group Company or resigns from such office other
                  than in response to a repudiatory breach of contract by the
                  Company without the prior written approval of the Board;

          (e)     becomes of unsound mind or a patient under any statute
                  relating to mental health;

          (f)     does anything (in the course of his duties or otherwise) which
                  in the reasonable opinion of the Board does actually bring
                  himself or any Group Company into disrepute;

          (g)     is prevented by illness, injury or other incapacity from fully
                  performing his obligations to the Company for an aggregate of
                  90 days in any period of 12 months; or

          (h)     is guilty of a serious breach of the rules and regulations of
                  any regulatory authority applicable to the business of any
                  Group Company or any compliance manual of the Company.

12.2      Any delay by the Company in exercising such right to terminate shall
          not constitute a waiver thereof.

12.3      Without prejudice to the Company's obligation to act fairly in all the
          circumstances, in any case falling within clause 12.1 (a), (c), (f) or
          (h) above no notice shall be given until the conclusion of a
          reasonable disciplinary procedure.

13.       INCAPACITY AND MEDICAL EXAMINATION

13.1      If the Executive is absent from work, the Company shall pay him his
          normal pay and benefits for up to 20 working days in any 12 month
          period, inclusive of his entitlement to Statutory Sick Pay ("SSP")
          provided that he satisfies the relevant requirements, the qualifying
          days for SSP purposes being Monday to Friday. Any further Company sick
          pay paid by the Company in excess of SSP shall be at the discretion of
          the Board. The Executive shall comply with the Company's rules on
          notification and evidence of absence due to illness or injury (as
          amended from time to time).

13.2      If the Executive is away from work due to illness or injury for a
          consecutive period of 45 working days or the Company reasonably
          envisages that he will be away for such a period the Company may
          (without prejudice to the provisions of clause 12 of this agreement)
          appoint another person or persons to perform the Executive's duties
          until he returns to work.

13.3      The Company may from time to time where there appears a good reason to
          do so require the Executive to undergo examinations by medical


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          advisers appointed or approved by the Company and the Executive
          authorises such advisers to disclose to the Company the results of
          such examinations and to discuss with it any matter arising from such
          examinations that may affect the Executive's performance of his
          duties.

13.4      If the Executive is unable to perform his duties under this agreement
          as a result of ill health, accident or injury caused by actionable
          negligence, nuisance or breach of any statutory duty on the part of
          any third party in respect of which damages may be recoverable the
          Executive will immediately inform the Company of this fact and all
          relevant particulars. The Executive may (if requested to do so by the
          Company and at the cost of the Company) pursue a claim against the
          third party for damages and will notify the Company of the progress of
          the claim and any settlement, award or judgment. The Executive will
          pay the Company that part of any damages or compensation recovered by
          him which relates to loss of earnings for the period during which he
          was paid by the Company excluding SSP but unable to perform his duties
          under this agreement provided, however, that the payment to the
          Company will not exceed the total amount paid to him by the Company in
          respect of the relevant period.

14.       OBLIGATIONS UPON TERMINATION

14.1      Upon whichever is the first to occur of termination of the Appointment
          howsoever arising or the Company sending the Executive on Garden Leave
          the Executive shall (if the Board so requests):

          (a)     immediately resign without claim for compensation from any
                  offices held in the Company or any Group Company and
                  membership of any organisation and any office in any other
                  company acquired by reason of or in connection with the
                  Appointment and the Executive hereby irrevocably appoints the
                  Company to be his attorney in his name and on his behalf to
                  execute any documents and to do any things necessary or
                  requisite to give effect to this sub-clause 14.1(a);

          (b)     deliver to the Board all documents (including, but not limited
                  to, correspondence, lists of clients or customers, plans,
                  drawings, accounts and other documents of whatsoever nature
                  and all copies thereof, whether on paper, computer memory or
                  otherwise) made, compiled or acquired by him during the
                  Appointment and relating to the business, finances or affairs
                  of the Company or any Group Company or its or their clients
                  and any other property of any Group Company which is in his
                  possession, custody, care or control. This clause shall not
                  apply to any property provided to the Executive as a benefit
                  during any period of Garden Leave provided, however, that such
                  property shall be returned to the Company at the end of the
                  Garden Leave period. If so requested by the Company, he shall
                  send to the Board a signed statement confirming that he has
                  complied with his obligations under this sub-clause 14.1(b);

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<PAGE>

          (c)     in consultation with the Board, use his reasonable endeavours
                  to irretrievably delete any information relating to the
                  business of the Company or any Group Company stored on any
                  magnetic or optical disc or memory and all matter derived
                  therefrom which is in his possession, custody, care or control
                  outside the premises of the Company and shall produce such
                  evidence of compliance with this sub-clause as the Company may
                  reasonably require; and

          (d)     transfer (without payment) to the Company (or as it may
                  direct) any qualifying or nominee shareholdings which he holds
                  in connection with the Appointment and the Executive hereby
                  irrevocably appoints the Company to be his attorney to execute
                  such transfers on his behalf.

15.       RECONSTRUCTION AND AMALGAMATION

          If the Executive's employment is terminated at any time in connection
          with any reconstruction or amalgamation of the Company or any Group
          Company whether by winding up or otherwise and he receives an offer of
          employment on terms which (considered in their entirety) are no less
          favourable than the terms of this agreement and that the nature and
          status of the role are similar to the nature and status of the
          Appointment from an undertaking involved in or resulting from such
          reconstruction or amalgamation he shall have no claim whatsoever
          against the Company or any such undertaking arising out of or
          connected with such termination.

16.       DISCIPLINARY AND GRIEVANCE PROCEDURES

16.1      The Company's disciplinary rules and procedures and grievance
          procedures as amended from time to time can be found in the Company's
          staff handbook (as amended from time to time). For the avoidance of
          doubt, such rules and procedures do not form part of this agreement.

16.2      The Company may at any time and upon notice from the Board suspend the
          Executive for a period of up to one month for the purposes of
          investigating any allegation of misconduct or neglect against him and
          during this period he will continue to receive his salary and all
          contractual benefits but will not (except with the prior written
          approval of the Board) attend any premises of or contact any employee
          (other than any director) or client or customer of any Group Company.

17.       NOTICES

          Any notice to be given hereunder shall be in writing. Notices may be
          given by either party by personal delivery or post or by fax addressed
          to the other party at (in the case of the Company) its registered
          office for the time being and (in the case of the Executive) his last
          known address. Any such notice given by letter or fax shall be deemed
          to have been served at the time at which the notice was delivered
          personally or received or (if sent by post) would be delivered in the
          ordinary course of post.

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18.       ENTIRE AGREEMENT AND PREVIOUS CONTRACTS

          Each party on behalf of itself and (in the case of the Company, as
          agent for the Group Companies) acknowledges and agrees with the other
          party (the Company acting on behalf of itself and as agent for each
          Group Company) that:

          (a)     this agreement constitutes the entire and only agreement
                  between the Executive and any Group Company relating to his
                  employment with the Company;

          (b)     neither the Executive nor the Company nor any Group Company
                  has been induced to enter into this agreement in reliance
                  upon, nor has any such party been given, any warranty,
                  representation, statement, assurance, covenant, agreement,
                  undertaking, indemnity or commitment of any nature whatsoever
                  other than as are expressly set out in this agreement and, to
                  the extent that any of them has been, it (in the case of the
                  Company, acting on behalf of all Group Companies) and he
                  unconditionally and irrevocably waives any claims, rights or
                  remedies which any of them might otherwise have had in
                  relation thereto;

          provided that the provisions of this clause 18 shall not exclude any
          liability which any of the parties or, where appropriate, the Group
          Companies would otherwise have to any other party or, where
          appropriate, to the Group Companies or any right which any of them may
          have in respect of any statements made fraudulently by any of them
          prior to the execution of this agreement or any rights which any of
          them may have in respect of fraudulent concealment by any of them.

18.2      Any previous agreement or arrangement between the Executive and the
          Company or any Group Company concerning the Executive's employment
          including, but not limited to, the Executive's previous, unwritten
          employment contract with the Company shall be deemed to have been
          terminated by mutual consent as from the date of this agreement.

18.3      This agreement may be varied only by a document signed by each of the
          parties and expressly incorporating the terms of this Agreement as
          varied in the documents.

19.       PROPER LAW

19.1      This agreement (and any dispute, controversy, proceedings or claim of
          whatever nature arising out of or in any way relating to this
          agreement or its formation) shall be governed by and construed in
          accordance with English law.

19.2      Each of the parties to this agreement irrevocably agrees that the
          courts of England shall have exclusive jurisdiction to hear and decide
          any suit, action or proceedings, and/or to settle any disputes, which
          may arise out of or in connection with this agreement and, for these


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<PAGE>

          purposes, each party irrevocably submits to the jurisdiction of the
          courts of England.

20.       CONSTRUCTION

20.1      The headings in this agreement are inserted for convenience only and
          shall not affect its construction.

20.2      Any reference to a statutory provision shall be construed as a
          reference to any statutory modification or re-enactment thereof
          (whether before or after the date hereof) for the time being in force.

20.3      No modification, variation or amendment to this agreement shall be
          effective unless such modification, variation or amendment is in
          writing and has been signed by or on behalf of both parties.

21.       THIRD PARTY RIGHTS

21.1      The Contracts (Rights of Third Parties) Act 1999 shall only apply to
          this agreement in relation to any Group Company. No person other than
          the parties to this agreement and any Group Companies shall have any
          rights under it and it will not be enforceable by any person other
          than those parties.

22.       COUNTERPARTS

          This agreement may be executed by counterparts which together shall
          constitute one agreement. Either party may enter into this agreement
          by executing a counterpart and this agreement shall not take effect
          until it has been executed by both parties. Delivery of executed
          counterpart of this agreement by facsimile shall take effect as
          delivery of an executed counterpart of this agreement provided that,
          the relevant party shall give the other the original of such
          counterpart as soon as reasonably practicable thereafter.

IN WITNESS whereof this agreement has been executed as a deed on the date first
above written.

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Signed as a deed by                    )
PAUL EVANS                             ) /s/ Paul Evans
in the presence of:                      --------------




Signed as a deed by AKOS LIMITED       )
acting by..........................    ) /s/ Tony Sims
a director and.....................    ) -------------
a director/secretary                   ) /s/ Susan E. Ball
                                         -----------------

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