Exhibit 10.19


    
      

    

     

    Exhibit
      10.19

    
 

    DATED
      10 January 2006

     

    


     

     

    VIEWSONIC
      EUROPE LIMITED 

     

    


     

    and

     

    


     

    JAN
      JENSEN

     

    


    


    
      
        

      

    

     

     

    DIRECTOR’S
      SERVICE AGREEMENT

     

    


    
      
        

      

    

    
 

    


     

    


    


    asb
      law

    Innovis
      House

    108
      High Street

    Crawley

    West
      Sussex

    RH10
      1AS

    Tel:
      01293 603627

    Fax:
      01293 603669

    Ref:
      AMDK/346968/2


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    DIRECTOR’S
      SERVICE AGREEMENT

     

     

     

    DATED
      10
      January 2006

     

    


     

    PARTIES

     

    
      	
              (A)

            	
              VIEWSONIC
                EUROPE LIMITED
                a
                company registered in England and Wales under number 3131161 and
                whose
                registered office is at ViewSonic House, Fleming Road, Crawley, West
                Sussex RH10 2GA (“the Company”);
                and

            


    

     

    
      	
              (B)

            	
              JAN
                JENSEN
                (“the Director”)

            


    

     

    OPERATIVE
      PART

     

    
      	
              1

            	
              DEFINITIONS

            


    

     

    
      	
              1.1

            	
              In
                this Agreement the following words shall, unless the context otherwise
                requires, have the meanings set out
                below:

            


    

    


    
      	 	
              Agreement

            	
              this
                Agreement as may be amended, modified or supplemented from time to
                time in
                accordance with these provisions;

            


    

    


    
      	 	
              Applicable
                Exchange Rate

            	
              is
                in respect of the period prior to 1 January 2005, the Exchange Rate
                on the
                Commencement Date, and thereafter such other greater or lesser sum
                as may
                be published in the ViewSonic Europe Internal Exchange Rate Document
                on
                the later of 1 January or 1 July immediately preceding the date of
                payment
                of sums due to the Director or benefits to which the Director is
                entitled
                in any calendar month;

            


    

    


    
      	 	
              Board

            	
              the
                Board of Directors from time to time of the
                Company;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              Business
                

            	
              the
                business of the Company from time to time which shall include without
                limitation the development and exploitation of intellectual property
                rights owned by the Company;

            


    

    


    
      	 	
              Commencement
                Date

            	
              18
                October 2004;

            


    

    


    
      	 	
              Revision
                Date to Director’s 

            	
              1
                January 2006

            


    

    
      	 	
              Service
                Agreement:

            	 


    

    


    
      	 	
              Confidential
                Information

            	
              includes
                but is not limited to:-

            


    

     

    
      	 	
              (i)

            	
              all
                un-patented designs, drawings, data specifications, manufacturing
                processes, testing procedures and all other technical business and
                similar
                information relating to the Business including all readable or computer
                or
                other machine readable data, logic, logic diagrams, flow charts,
                coding
                sheets, coding, source or object codes, listings, test data, test
                routines, diagnostic programs or other material relating to or comprising
                software which is part of the
                Business;

            


    

     

    
      	 	
              (ii)

            	
              all
                strategic information being all and any forward plans whether in
                intangible or tangible form developed by the Company relating to
                the
                development of the Business and information relating to the implementation
                of any such strategies developed;

            


    

     

    
      	 	
              (iii)

            	
              pricing
                information which shall include all and any rates used by the Company,
                prices charged to and terms of business with clients, suppliers or
                customers of the Company;

            


    

     

    
      	 	
              (iv)

            	
              statistical
                information and methods which shall include information relating
                to
                research activities, designs, formulae and all and any statistical
                methods
                used by the Company;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (v)

            	
              management
                information which shall include financial information, results and
                forecasts (save to the extent that these are included in published
                and
                audited accounts), any proposals relating to the acquisition or disposal
                of a firm or business or any part thereof or to any proposed expansion
                or
                contraction of activities, details of employees and officers and
                of the
                remuneration and other benefits paid as far as this information relates
                to
                the Company;

            


    

     

    
      	 	
              (vi)

            	
              corporate
                information which shall include all and any information whether in
                intangible or tangible form relating to the business methods, corporate
                plans, management systems, finances, maturing new business opportunities
                or research and development projects of the Company or any Group
                Company;
                and

            


    

     

    
      	 	
              (vii)

            	
              any
                confidential information which the Director is told is confidential
                and
                any information which has been given to the Company in confidence
                by
                businesses, investors, suppliers and other
                persons.

            


    

    


    
      	 	
              Copyright
                works

            	
              any
                item of Confidential Information in which copyright or design right
                subsists;

            


    

    


    
      	 	
              Customer

            	
              any
                person, firm, Company or other organisation who or which during the
                Relevant Period is or was negotiating with the Company for the provision
                of Relevant Services or to whom or which the Company shall at any
                time
                during the Relevant Period have provided any Relevant
                Services;

            


    

    


    
      	 	
              Documents

            	
              all
                records, reports, documents, papers, computer generated data and
                other
                materials whatsoever originated by or upon behalf of the Director
                pursuant
                to this Agreement, including all and any data stored in any computer
                system or database;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              Employee

            	
              any
                person employed by the Company who either acts in a managerial or
                technical capacity, is a sales representative or is in a skilled
                or
                supervisory position and with whom the Director had significant contact
                during the Relevant Period;

            


    

    


    
      	 	
              Exchange
                Rate

            	
              the
                rate of pounds sterling to euros published in the ViewSonic Europe
                Internal Exchange Rate Document;

            


    

    


    
      	 	
              Group

            	
              the
                Company, its subsidiaries and any holding or parent company or subsidiary
                of such holding or parent company from time to time, and ‘Group Company’
                shall be construed accordingly;

            


    

    


    
      	 	
              Incapacity
                

            	
              any
                illness or other like cause which prevents the Director from attending
                to
                his duties;

            


    

    


    
      	 	
              Invention
                

            	
              any
                invention or discovery conceived or originated or made by the Director
                during the course of his
                employment;

            


    

    


    
      	 	
              Patent
                Rights 

            	
              any
                patents and applications thereof relating to Inventions including
                (without
                prejudice to the generality of the foregoing) author certificates,
                inventor certificates, improvement patents, utility certificates
                and
                models and certificates of addition and including any divisions,
                renewals,
                continuation, extensions or reissues
                thereof;

            


    

    


    
      	 	
              Relevant
                Period

            	
              the
                period of twelve months up to and including the date of termination
                of the
                Director’s employment;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              Relevant
                Services

            	
              good,
                products, and/or services similar to and/or competitive with those
                supplied and/or marketed during the Relevant Period by the Company
                to
                Customers with which the Director was personally concerned and/or
                for
                which the Director was responsible to a material extent at any time
                during
                the Relevant Period;

            


    

    


    
      	 	
              Relevant
                Supplier

            	
              any
                supplier of the Company with which during the Relevant Period the
                Director
                or an Employee have dealt to a material extent in respect of Relevant
                Services;

            


    

    


    
      	 	
              Termination
                Date 

            	
              the
                date of termination of the
                employment;

            


    

    


    
      	 	
              ViewSonic
                Europe Internal

            	 


    

    
      	 	
              Exchange
                Rate Document

            	
              the
                document published from time to time by ViewSonic Corporation Inc
                setting
                out the currency exchange rates applicable to transactions and payments
                between Group Companies.

            


    

     

    
      	
              1.2

            	
              All
                references in this Agreement to statutory provisions shall extend
                to those
                provisions as re-enacted or modified and to regulations thereunder
                and any
                statutory replacement from time to time in
                force.

            


    

     

    
      	
              1.3

            	
              Words
                and phrases defined in the Companies Acts 1985 and 1989 shall have
                the
                same meaning herein as therein but excluding any statutory modification
                thereof not in force on the date of this
                Agreement.

            


    

     

    
      	
              1.4

            	
              References
                to clauses, schedules and recitals are reference to clauses, sub-clauses,
                schedules and recitals of this Agreement unless otherwise specified.
                References to the singular shall include the plural and vice versa,
                and
                references to the masculine gender shall include the feminine and
                neuter
                genders and vice versa.

            


    

     

    
      	
              1.5

            	
              Headings
                are for convenience only and shall not affect the interpretation
                or
                construction of this Agreement.

            


    

     

    
      	
              1.6

            	
              References
                to the Company shall, unless the context otherwise requires be deemed
                to
                include any Group Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              1.7

            	
              The
                Director shall obtain a Form E101 (otherwise known as a certificate
                of
                coverage as laid down in EU Regulation 1408/71 article 14.2b). The
                Company
                shall provide all reasonable assistance to the Director to enable
                him to
                obtain such a Form E101.

            


    

     

    
      	
              2

            	
              APPOINTMENT

            


    

     

    
      	
              2.1

            	
              The
                employment of the Director commences on
                the Commencement Date and shall continue unless and until terminated
                by
                either party giving to the other not less than six months notice
                in
                writing or until terminated in accordance with the termination provisions
                of this Agreement provided below.

            


    

     

    
      	
              2.2

            	
              No
                previous period of employment will count as part of the Director’s period
                of continuous employment with the
                Company.

            


    

     

    
      	
              2.3

            	
              The
                Company shall be entitled in its discretion after notice shall have
                been
                given under the terms of this Agreement to require the Director to
                remain
                away from the offices of the Company or any Group Company during
                all or
                any part or parts of the unexpired period of the notice in which
                event the
                Director shall comply with any conditions laid down by the Company
                during
                such period. During any such period the Director’s employment will
                continue as will all terms expressly provided for under this Agreement
                together with any implied obligations including but not limited to
                good
                faith and confidentiality. The parties agree that the period of notice
                is
                a reasonable period of garden leave.


            


    

     

    
      	
              3

            	
              TITLE
                AND PLACE OF WORK

            


    

     

    
      	
              3.1

            	
              The
                Director will be employed by the Company as President and Managing
                Director ViewSonic Europe and the Director will be a member of the
                Board.

            


    

     

    
      	
              3.2

            	
              The
                Director will be based at the Company’s offices in Crawley, although his
                place or residence will be in Denmark. The Company reserves the right
                to
                appoint the Director to other positions as may reasonably be required,
                whether within the Company or any Group Company and to base the Director
                permanently or temporarily at other locations in the UK or abroad.
                The
                Company will use its reasonable endeavours to provide the Director
                with
                reasonable notice of any relocation temporary or
                otherwise.

            


    

     

    
      	
              3.3

            	
              The
                Director may be required to work at any of the Company’s offices, whether
                in the UK, Denmark or elsewhere. The Director will also be expected
                to
                travel throughout the UK, Denmark and overseas in the performance
                of his
                duties for such periods as the Company may reasonably require. The
                Director will be expected to work for at least one day in every week
                from
                his home in Denmark.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              4

            	
              DUTIES

            


    

     

    
      	
              4.1

            	
              The
                Director shall during his employment under this
                Agreement:

            


    

     

    
      	 	
              4.1.1

            	
              perform
                the duties and exercise the powers which the Board may from time
                to time
                properly assign to him in his capacity as Managing Director in
                connection with the business of the Company, including undertaking
                duties
                on the Board of the Company and the Group as required from time to
                time by
                the Board; and

            


    

     

    
      	 	
              4.1.2

            	
              do
                all in his power to promote develop and extend the business of the
                Company
                and the Group and at all times and in all respects conform to and
                comply
                with the proper and reasonable directions and regulations of the
                Board.

            


    

     

    
      	 	
              4.1.3

            	
              in
                the absence of any specific directions from the Board (but subject
                always
                to the memorandum and articles of association of the Company) have
                the
                general control and responsibility for the management of the business
                of
                the Company; and

            


    

     

    
      	 	
              4.1.4

            	
              devote
                the whole of his time, attention and ability to the duties of his
                employment with the Company; and

            


    

     

    
      	 	
              4.1.5

            	
              at
                all times keep the Company promptly and fully informed (in writing
                if so
                requested) of his conduct of the business or affairs of the Company
                and
                provide such explanations as the Company may require;
                and

            


    

     

    
      	 	
              4.1.6

            	
              work
                and faithfully serve the Company to the best of the Director’s ability and
                use his best endeavours to promote the interests of the Company;
                and

            


    

     

    
      	 	
              4.1.7

            	
              not
                to make any untrue or disparaging statements relating to the Group;
                

            


    

     

    
      	
              4.2

            	
              The
                Director’s normal duties are set out in the attached Job Description.
                

            


    

     

    
      	
              4.3

            	
              The
                Director will (without further remuneration) if and for so long as
                the
                Company requires and for so long as the Director remains employed
                by the
                Company:

            


    

     

    
      	 	
              4.3.1

            	
              carry
                out duties on behalf of any Group
                Company

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              4.3.2

            	
              act
                as an officer of any Group Company or hold any other employment or
                office
                as nominee or representative of the
                Company;

            


    

     

    
      	 	
              4.3.3

            	
              carry
                out such duties and the duties attendant on any such employment as
                if they
                were duties to be performed by him on behalf of the
                Company.

            


    

     

    
      	
              4.4

            	
              For
                the avoidance of doubt, unless specifically authorised in writing,
                the
                Director shall not be entitled to and is specifically prohibited
                from
                entering into on behalf of the Company any binding contracts or
                arrangements involving or relating to the Company when in
                Denmark.

            


    

     

    
      	
              5

            	
              TIME
                AND ATTENTION

            


    

     

    
      	
              5.1

            	
              During
                the
                continuance of his employment under this Agreement the Director shall
                unless prevented by Incapacity devote his whole time and attention
                to the
                business of the Company and shall not without the prior written consent
                of
                the Board:

            


    

     

    
      	 	
              5.1.1

            	
              engage
                in any other business; or

            


    

     

    
      	 	
              5.1.2

            	
              be
                concerned or interested in any other business of a similar nature
                to or
                competitive with that carried on by the Company or any of its Group
                Companies or which is a supplier or customer of the Company or of
                its
                Group Companies 

            


    

     

    PROVIDED
      that nothing in this clause shall preclude the Director from holding or being
      otherwise interested in any shares or other securities of any company which
      are
      for the time being quoted on any recognised stock exchange (or in respect of
      which dealing takes place in the unlisted securities market of The Stock
      Exchange) so long as the interest of the Director in such shares or other
      securities does not extend to more than 2% of the total amount of such shares
      or
      securities.

     

    
      	
              6

            	
              INTELLECTUAL
                PROPERTY RIGHTS

            


    

     

    
      	
              6.1

            	
              Forthwith
                following the conception, origination or making of an Invention by
                the
                Director during the course of his employment, the Director shall
                disclose
                full details of such Invention to the Company. Further, forthwith
                following the origination or development of any Confidential Information
                during the course of his employment, the Director shall disclose
                and make
                available such Confidential Information to the
                Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              6.2

            	
              The
                Company shall, in its sole discretion, be entitled to apply for Patent
                Rights in respect of any Invention conceived, originated or made
                by the
                Director and shall be responsible for the maintenance and renewal
                of the
                Patent Rights.

            


    

     

    
      	
              6.3

            	
              The
                Director agrees to assign to the Company all rights, title and interest
                in
                and to any Inventions or Confidential Information made, originated
                or
                developed during the course of their employment together with any
                other
                intellectual property rights arising out of the course of his employment
                and further agrees to assist the Company in connection with any
                application for Patent Rights and to do all such acts and things
                as the
                Company’s legal advisers may advise are necessary or desirable in
                connection with any such assignment or assistance. The Director
                irrevocably appoints the Company to be his attorney or agent in his
                name
                and on his behalf to do all such acts and things and to sign all
                such
                deeds and documents as may be necessary in order to give the Company
                the
                full benefit of the provisions of this Agreement and, in particular
                but
                without limitation of this clause, the Director agrees that, with
                respect
                to any third party, a certificate signed by any duly authorised officer
                of
                the Company that any act or thing or deed or document falls within
                the
                authority hereby conferred shall be conclusive evidence that this
                is the
                case.

            


    

     

    
      	
              6.4

            	
              The
                Director assigns to the Company by way of future assignment of copyright
                the copyright subsisting in the Copyright Works and in the documents
                originated by the Director for all the classes of act which by virtue
                of
                the Copyright Designs and Patents Act 1988 the owner of the copyright
                has
                the exclusive right to do throughout the world and for the whole
                period
                for which copyright is to subsist.

            


    

     

    
      	
              6.5

            	
              The
                Director warrants that any Inventions, Confidential Information,
                Copyright
                Works or Documents conceived, originated, made or developed by the
                Director will not infringe any intellectual property rights of which
                a
                third party is the proprietor including, in particular but without
                limitation, any patents, copyrights, registered designs or rights
                of
                confidence. The Director agrees to indemnify the Company against
                any and
                all liability, loss, damage, costs and expenses which the Company
                or a
                third party may incur or suffer whether direct or consequential (including
                but without limitation any economic loss or other loss of profits,
                business or goodwill) as a result of any dispute or contractual,
                tortious
                or other claims or proceedings brought against the Company by a third
                party alleging infringement of its intellectual property rights by
                reason
                of the use or exploitation of any Invention, Confidential Information,
                Copyright Works or Documents conceived, originated, made or developed
                by
                the Director or any of its personnel PROVIDED ALWAYS
                that:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              6.5.1

            	
              the
                Company shall forthwith give written notice to the Director of any
                claims
                or proceedings following receipt of
                them;

            


    

     

    
      	 	
              6.5.2

            	
              the
                Company shall make no admission of liability and must give the Director
                sole authority to defend or settle the claims or proceedings at the
                Director’s cost and expense;

            


    

     

    
      	 	
              6.5.3

            	
              the
                Company must give the Director all reasonable assistance in connection
                with the claims or proceedings at the Director’s cost and
                expense;

            


    

     

    
      	 	
              6.5.4

            	
              in
                addition to the aforesaid indemnity, where an injunction restraining
                use
                or exploitation by the Company of any Invention Patent Rights Confidential
                Information Copyright Works or Documents is, in the opinion of the
                Company’s legal advisers, likely to be granted by the Court to the third
                party, the Director shall do all such acts and things either to render
                them non-infringing without affecting any of the Director’s other duties
                and obligations under this Agreement or shall obtain a licence from
                the
                third party granting the Company the right to continue using
                them.

            


    

     

    
      	
              7

            	
              CONFIDENTIAL
                INFORMATION / COMPANY
                DOCUMENTS

            


    

     

    
      	
              7.1

            	
              The
                Director shall neither during the employment (except in the proper
                performance of its duties) nor at any time after the termination
                of his
                employment:-

            


    

     

    
      	 	
              7.1.1

            	
              divulge
                or communicate to any person, company, business entity or other
                organisation; or

            


    

     

    
      	 	
              7.1.2

            	
              use
                for his own purpose or for any purposes other than those of the
                Company;

            


    

     

    
      	 	
              7.1.3

            	
              through
                any failure to exercise due care and diligence cause any unauthorised
                disclosure of 

            


    

     

    any
      trade
      secret or Confidential Information relating to the Company; or

     

    PROVIDED
      THAT these restrictions shall cease to apply to any information which shall
      become available to the public generally otherwise than through the default
      of
      the Director.

     

    
      	
              7.2

            	
              All
                notes, memoranda, records, lists of customers and suppliers and employees,
                correspondence, documents, computer and other discs and tapes, data
                listings, codes, designs and drawings and other documents and material
                whatsoever (whether made or created by the Director or otherwise)
                relating
                to the business of the Company (and any copies of the same)
                -

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              7.2.1

            	
              shall
                be and remain the property of the Company;
                and

            


    

     

    
      	 	
              7.2.2

            	
              shall
                be handed over by the Director to the Company on demand and in any
                event
                on the termination of the
                employment.

            


    

     

    
      	
              7.3

            	
              The
                Director may not at any time during or after the termination of his
                employment make, disclose or publish any untrue, disparaging or misleading
                remarks about the Company, its customers, suppliers or employees
                or any of
                the Company’s associated companies or their customers, suppliers or
                employees. 

            


    

     

    
      	
              7.4

            	
              All
                enquiries from the press should be directed towards the ViewSonic
                Corporation Marketing Department. The Director should assume that
                anything
                he says to the press could be published and therefore, he should
                never
                have dealings with the press ‘off the record’. Failure to observe this
                rule may result in disciplinary action being taken by the
                Company. 

            


    

     

    
      	
              7.5

            	
              The
                provisions in this clause will also apply as if references to any
                associated company were substituted for references to the
                Company.

            


    

     

    
      	
              8

            	
              HOURS
                OF WORK

            


    

     

    
      	
              8.1

            	
              The
                Director’s normal hours of work will be from 9 am to 5pm Monday to Friday
                (including a half hour lunch break) or such other hours as are deemed
                necessary to ensure the discharge of the Director’s duties under the terms
                of this employment. The Director may be required to work over and
                above
                the number of hours specified in this clause without additional
                remuneration so as to meet the needs of the
                business.

            


    

     

    
      	
              9

            	
              REMUNERATION
                AND DISCRETIONARY BONUS

            


    

     

    
      	
              9.1

            	
              The
                Director shall be paid for his services to the Company with effect
                from
                the revision date to the Directors Service Agreement a basic salary
                at a
                rate of €6,180
                gross per calendar month in arrears. This salary will be converted
                into
                sterling based on the Applicable Exchange Rate, from which the Company
                will make statutory and voluntary deductions, convert the net sum
                back
                into euros based on the Applicable Exchange Rate and make payment
                of such
                net sum in euros by bank transfer on or about the 25th
                day of each calendar month (or such higher rate as may from time
                to time
                be agreed).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              9.2

            	
              For
                such period as the Director may hold a Form E101 (as referred to
                in clause
                1.7), the Company shall pay to the Director sums saved by the Company
                in
                respect of employer’s United Kingdom National Insurance contributions.
                This salary will be converted (if necessary) into sterling based
                on the
                Applicable Exchange Rate, from which the Company will make statutory
                and
                voluntary deductions, convert the net sum back into euros based on
                the
                Applicable Exchange Rate and make payment of such net sum in euros
                by bank
                transfer on or about the 25th
                day of each calendar month.

            


    

     

    
      	
              9.3

            	
              The
                Director shall also be paid an allowance with effect from the revision
                date to the Directors Service Agreement at a rate of €500
                gross per
                calendar month in arrears in respect of personal travel and accommodation
                expenses (which does not form part of pensionable pay). This allowance
                will be converted into sterling based on the Applicable Exchange
                Rate,
                from which the Company will make statutory and voluntary deductions,
                convert the net sum back into euros based on the Applicable Exchange
                Rate
                and make payment of such net sum in euros by bank transfer on or
                about the
                25th
                day of each calendar month (or such higher rate as may from time
                to time
                be agreed).

            


    

     

    
      	
              9.4

            	
              Rates
                of pay are reviewed in 1 April each year without any obligation to
                increase the same. The basic salary shall be deemed to include any
                fees
                receivable by the Director in his position as a director of the
                Company.

            


    

     

    
      	
              9.5

            	
              The
                Director shall be entitled to receive an on-target commission of
€36,000
                per annum (in accordance with the commission accelerator schedule
                in force
                at the time subject to achieving performance targets), details of
                which
                will be supplied separately and which may be reviewed on a quarterly
                basis. This commission will either be converted into sterling based
                on the
                Applicable Exchange Rate, from which the Company will make statutory
                and
                voluntary deductions, convert the net sum back into euros based on
                the
                Applicable Exchange Rate and make payment of such net sum in euros
                by two
                half-yearly instalments in January and July in arrears by bank transfer
                on
                or about the 25th
                day of those months. The Director may alternatively be paid the commission
                by a Group Company. Your entitlement to commission will cease on
                the date
                of termination and your accrued entitlement for the period up to
                the date
                of termination may be paid after the date of termination as provided
                separately. No commission is payable in respect of any period after
                the
                date of termination. 

            


    

     

    
      	
              9.6

            	
              No
                payments are made for overtime. For the purposes of the Working Time
                Regulations 1998 (as amended), the Director is considered a managing
                executive who can determine the duration of his working time.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              9.7

            	
              For
                the avoidance of doubt, the Director will be liable to and personally
                responsible for all UK, Danish or other taxes and national insurance
                contributions (or equivalent) assessed as payable in respects of
                all sums
                received from the Company during this employment. The Director shall
                also
                be personally responsible for any professional fees incurred in this
                regard.

            


    

     

    
      	
              9.8

            	
              Also
                for the avoidance of doubt, 80% of remuneration received by the Director
                from the Company during this employment shall relate to duties performed
                in the United Kingdom. The remaining 20% of remuneration received
                shall
                relate to duties performed in Denmark in accordance with Clause
                3.3.

            


    

     

    
      	
              10

            	
              DEDUCTION
                FROM WAGES

            


    

     

    
      	
              10.1

            	
              The
                Company reserves the right at any time during, or in any event upon
                termination, to deduct from the Director’s salary and/or any commission
                payment and/or any other monies due to the Director, an amount equivalent
                to any of the following:

            


    

     

    
      	 	
              10.1.1

            	
              any
                overpayment of salary, bonus, commission, remuneration or other payment
                made to the Director during the course of this
                employment;

            


    

     

    
      	 	
              10.1.2

            	
              the
                amount of any expenses claimed by the Director and paid but subsequently
                disallowed by the Company;

            


    

     

    
      	 	
              10.1.3

            	
              the
                outstanding amount of any loan or advance made by the Company to
                the
                Director; and

            


    

     

    
      	 	
              10.1.4

            	
              any
                cost of repairing any damage to or loss of property of, any fines
                or
                charges imposed upon or any other loss sustained by the Company or
                any
                third party, caused by the Director’s breach of contract or breach of the
                Company’s rules or as a result of the Director’s negligence or
                dishonesty.

            


    

     

    
      	
              11

            	
              PENSION

            


    

     

    
      	
              11.1

            	
              The
                Company will make a monthly contribution of 10% of the Director’s basic
                monthly salary into a personal pension scheme of his choice, provided
                that
                such pension scheme is approved by the United Kingdom Inland Revenue
                or
                Denmark Inland Revenue. No contracting out certificate under the
                Pension
                Schemes Act 1993 is in force. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              12

            	
              EXPENSES

            


    

     

    
      	
              12.1

            	
              The
                Company will reimburse the Director for all travelling, hotel,
                entertainment and other expenses (in euros and in accordance with
                the
                Applicable Exchange Rate where applicable) reasonably incurred by
                him in
                the proper performance of his duties subject to the Director complying
                with such guide-lines or regulations issued by the Company from time
                to
                time in this respect and to the production to the Company of such
                vouchers
                or other evidence of actual payment of the expenses as the Company
                may
                reasonably require.

            


    

     

    
      	
              12.2

            	
              The
                Director will use any Company credit or chargecard only for the expenses
                reimbursable under Clause 12.1 above, and will return it to the Company
                forthwith upon request or on the termination of his
                employment.

            


    

     

    
      	
              12.3

            	
              The
                Company will pay (in euros and in accordance with the Applicable
                Exchange
                Rate where applicable) the costs of telephone and broadband rental
                in
                respect of the Director’s home telephone and internet access respectively,
                together with the cost of all calls made in performing his duties
                under
                this Agreement, upon receipt of a copy of the relevant telephone
                or other
                bill.

            


    

     

    
      	
              12.4

            	
              Any
                benefits provided by the Company to the Director or the Directors
                family
                which are not expressly referred to in this Agreement are ex gratia
                and
                are at the entire discretion of the Company and do not form part
                of the
                Director's terms of employment.

            


    

     

    
      	
              13

            	
              DEBTS
                TO THE COMPANY

            


    

     

    
      	
              13.1

            	
              If
                at any time money is owed and payable by the Director to the Company,
                whether under this Agreement or otherwise, it is agreed that the
                Company
                may deduct the sum or sums from time to time owed to it from any
                payment
                due to the Director from the Company, howsoever arising.
                

            


    

     

    
      	
              14

            	
              VEHICLES

            


    

     

    
      	
              14.1

            	
              The
                Director shall receive a car allowance of €690 gross per calendar month in
                arrears. This allowance will be converted into sterling based on
                the
                Applicable Exchange Rate, from which the Company will make statutory
                and
                voluntary deductions, convert the net sum back into euros based on
                the
                Applicable Exchange Rate and make payment of such net sum in euros
                by bank
                transfer on or about the 25th
                day of each calendar month (or such higher car allowance as may from
                time
                to time be agreed). The Company reserves the right to replace the
                car
                allowance with a leased company
                car.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              14.2

            	
              In
                the event that the car allowance is replaced with a leased company
                car
                (“the Vehicle”), the Company will provide the Director with the Vehicle
                (within an annual leasing allowance of the sterling equivalent of
€27,600
                in accordance with the Applicable Exchange Rate) for use for private
                and
                business purposes in accordance with the Company’s car policy as it may
                vary from time to time.

            


    

     

    
      	
              14.3

            	
              The
                Vehicle will be of a type determined by the Company (BMW 525 saloon
                manual
                or equivalent Audi, Saab or Jaguar model) and may be changed at such
                intervals as it may determine. The Company may in its discretion
                withdraw
                the use of the Vehicle from the Director at any time without giving
                a
                reason or paying compensation, in which case the Director will be
                entitled
                to receive the car allowance referred to in this
                clause.

            


    

     

    
      	
              14.4

            	
              The
                Company will be responsible for all running costs incurred in respect
                of
                the Vehicle, including petrol for private and business mileage in
                respect
                of which the Company may provide the Director with a fuel
                card.

            


    

     

    
      	
              14.5

            	
              The
                Director will maintain the Vehicle in good running order and in a
                clean
                and tidy condition. The Director shall ensure that the Vehicle is
                checked
                (including oil, water, battery and tyres) before each journey and
                any
                faults are recorded in the appropriate log and appropriate action
                taken.
                The Director shall ensure that the Vehicle is regularly serviced
                bearing
                in mind that at least seven days’ notice is required.
                

            


    

     

    
      	
              14.6

            	
              The
                Director shall keep such records relating to the Vehicle’s use as are
                necessary to satisfy any queries which may be raised by the Inland
                Revenue
                or other relevant taxation authorities. The Director will also be
                wholly
                responsible for the payment of any taxes assessed in respect of the
                Director’s use of the Vehicle.

            


    

     

    
      	
              14.7

            	
              The
                Director
                will return, at his own expense and without the need for any prior
                request
                by the Company, the Vehicle and the keys to the head office of the
                Company
                immediately following termination of his employment or at any other
                time
                if so requested by the Company.

            


    

     

    
      	
              14.8

            	
              The
                Director shall not cause anything to be done to the Vehicle, either
                directly or indirectly, which might invalidate any warranty in force
                or
                damage the Vehicle itself.

            


    

     

    
      	
              14.9

            	
              The
                Director shall be liable for any fine or penalty charge imposed on
                him and
                shall reimburse the Company in respect thereof should such sum be
                paid by
                the Company on the Director’s
                behalf.

            


    

     

    
      	
              14.10

            	
              The
                Director will immediately inform the Company
                if:-

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              14.10.1

            	
              he
                is prosecuted or is to be prosecuted for any road traffic offence
                in the
                United Kingdom;

            


    

     

    
      	 	
              14.10.2

            	
              his
                driving licence is endorsed; or

            


    

     

    
      	 	
              14.10.3

            	
              he
                is disqualified from holding a driving licence in the United
                Kingdom.

            


    

     

    
      	
              14.11

            	
              The
                Director will on request from the Company produce his driving licence(s)
                for inspection.
                If
                the Director is required to use his own vehicle for Company business,
                he
                is required to ensure that it is fully insured at all times and that
                such
                insurance will cover any equipment or other company property carried
                in
                the vehicle. The Director may be required to produce proof of cover
                on
                request. 

            


    

     

    
      	
              14.12

            	
              The
                Director must ensure that he uses mobile phones responsibly and in
                accordance with legal requirements, irrespective of whether or not
                the
                Company has supplied him with the mobile phone or the mobile phone
                is his
                personal property.
                For
                the avoidance of doubt, the Director shall not use a hand-held mobile
                phone whilst driving.

            


    

     

    
      	
              15

            	
              HOLIDAYS

            


    

     

    
      	
              15.1

            	
              The
                Director is entitled to 25 working days paid holiday in each holiday
                year
                in addition to any statutory public holidays granted in England and
                Wales.
                

            


    

     

    
      	
              15.2

            	
              The
                holiday will be taken at dates agreed in advance with the Board of
                the
                Company. Whilst every endeavour will be made to co-operate with fixing
                the
                dates of holiday, such dates will remain in the ultimate discretion
                of the
                Company.

            


    

     

    
      	
              15.3

            	
              Holidays
                must be taken in the year of entitlement and may not be carried forward
                to
                the following year except with prior agreement of the Board of the
                Company. The holiday year runs concurrently with the calendar year.
                

            


    

     

    
      	
              15.4

            	
              Upon
                termination of this employment the Director will be entitled to pay
                in
                lieu of any unused holiday entitlement or be required to pay to the
                Company pay received for holiday taken in excess of holiday entitlement.
                Any sums so due may be deducted from any money owing to the Director.
                Holiday pay will be paid at the net basic
                rate.

            


    

     

    
      	
              15.5

            	
              The
                Company reserves the right to require the Director to take any unused
                holiday during the notice period, even if booked to be taken after
                the end
                of the notice period. For the purpose of calculating any holiday
                pay due
                to the Director or owed by the Director to the Company one day’s pay shall
                be the basic annual pay divided by
                260.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              16

            	
              COMPUTERS

            


    

     

    
      	
              16.1

            	
              The
                Director will be authorised to gain access to certain computer systems,
                programs and data. He must use all computer systems in a responsible
                manner and with due regard to any risks relating to such use In particular
                but without prejudice to the generality of the foregoing the Director
                should have due regard to risks relating
                to:-

            


    

     

    
      	 	
              16.1.1

            	
              loading
                any program into any computer;

            


    

     

    
      	 	
              16.1.2

            	
              electronic
                data transferor;

            


    

     

    
      	 	
              16.1.3

            	
              loading
                any disks or CD Roms;

            


    

     

    
      	 	
              16.1.4

            	
              downloading
                of any files from the internet;

            


    

     

    
      	 	
              16.1.5

            	
              use
                of the internet;

            


    

     

    
      	 	
              16.1.6

            	
              connection
                of any new hardware to any of the Company’s
                systems.

            


    

     

    
      	 	
              16.1.7

            	
              using
                any Company equipment to visit any inappropriate internet
                site.

            


    

     

    
      	
              16.2

            	
              The
                Director will be responsible for any action taken against the Company
                for
                breaches of copyright or otherwise resulting from the inappropriate
                use by
                the Director of any computer equipment of the
                Company.

            


    

     

    
      	
              16.3

            	
              Breach
                of obligations under this Clause 16 in any way that has an adverse
                effect
                on the Company renders the Director liable to summary
                dismissal.

            


    

     

    
      	
              16.4

            	
              The
                Company reserves the right to monitor on a regular basis the Director’s
                use of its computer and/or telecommunications systems, including
                phone
                calls, facsimile, e-mails and use of the Internet in order to ensure
                compliance with the provisions of this
                clause.

            


    

     

    
      	
              17

            	
              ILLNESS,
                MEDICAL MATTERS AND
                INSURANCES

            


    

     

    
      	
              17.1

            	
              In
                the event of the Director’s Incapacity due to sickness or
                injury
                or
                for any other reason they are unable to attend work, the Director
                should
                contact another director of the Company as early as possible (and
                in any
                event within three hours of the time the Director should have started
                work) on the first day of absence and each day thereafter, with an
                estimate of how long the Director will be away from work. If the
                Director
                cannot notify the Company himself he should arrange for someone else
                to do
                it for him. At this time full reasons must be given of the nature
                of any
                sickness or injury. Failure to notify the Company without good reason
                will
                amount to unauthorised absence and may lead to disciplinary action.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              17.2

            	
              If
                the Director is absent for one days or more, immediately upon returning
                to
                work the Director shall complete a self-certification form, as evidence
                of
                their Incapacity, in respect of each day of
                absence.

            


    

     

    
      	
              17.3

            	
              If
                the Director is absent for seven days or more, the Director must
                on the
                eighth day of absence provide the Company with a medical certificate
                from
                a General Practitioner stating the reason for absence and provide
                subsequent certificates to cover any subsequent periods of
                absence.

            


    

     

    
      	
              17.4

            	
              In
                the event that the notification requirements referred to in Clauses
                17.1
                to 17.3 are complied with, by the Director, he shall be entitled
                to
                receive his full net salary and benefits for the first three months
                of
                absence. The Director will not be entitled to any further payments
                following the expiry of the first three months of continued absence.
                The
                Director will not be entitled to payments under this clause in excess
                of
                three months net salary and benefits in any 12 month
                period.

            


    

     

    
      	
              17.5

            	
              Subject
                to the rules of Statutory Sick Pay, all other pay for any period
                when the
                Director is unable to work through Incapacity will be at the discretion
                of
                the Company.

            


    

     

    
      	
              17.6

            	
              From
                time to time the Company may reasonably require the Director to undergo
                a
                medical examination by a medical practitioner appointed by the Company.
                The costs of any such medical examination will be borne by the Company.
                The Director hereby consents to any report arising out of such examination
                being given to the Company by that medical
                practitioner.

            


    

     

    
      	
              17.7

            	
              In
                the event that the Director shall unreasonably refuse to undergo
                any such
                medical examination, the Company may withhold all or any part of
                the
                salary and other entitlements of the
                Director.

            


    

     

    
      	
              17.8

            	
              In
                the event that a medical practitioner appointed by the Company requires
                details of the Director’s medical history or access to any medical report
                prepared for them then the Director will (subject always to the Director’s
                rights under the Access to Medical Records Act 1988) not unreasonably
                refuse their consent to a request that a medical practitioner appointed
                by
                the Company makes to any medical practitioner of the Directors for
                such
                details or access. For the purposes of the Access to Medical Records
                Act
                1988 the Director hereby authorise any medical practitioner appointed
                by
                the Company to make any such request to any medical practitioner
                of the
                Director’s for such details or
                access.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              17.9

            	
              The
                Company will take out and maintain insurance cover on behalf of the
                Director for life insurance with an insurance company and the details
                and
                type of cover will be at the discretion of the Company. These details
                are
                available from the Human Resources Department on
                request.

            


    

     

    
      	
              17.10

            	
              If
                the Director’s absence due to sickness or injury is occasioned by the
                actionable negligence of a third party in respect of which damages
                are
                recoverable, then all sums paid by the Company shall constitute loans
                to
                the Director who shall:-

            


    

     

    
      	 	
              17.10.1

            	
              forthwith
                notify the Company of all relevant circumstances and of any claim,
                compromise, settlement or judgment made or awarded in connection
                therewith;

            


    

     

    
      	 	
              17.10.2

            	
              if
                the Company so requires, refund to the Company such sum as the Company
                may
                determine not exceeding the lesser of:-


            


    

     

    
      	 	
              17.10.2.1

            	
              the
                amount of damages recovered by the Director under such compromise,
                settlement or judgment; or

            


    

     

    
      	 	
              17.10.2.2

            	
              the
                sums advanced to the Director in respect of the period of
                incapacity.

            


    

     

    
      	
              17.11

            	
              The
                Company shall be entitled to retain sensitive personal data relating
                to
                the Director’s health for any or all of the purposes set out in this
                clause.

            


    

     

    
      	
              18

            	
              TERMINATION
                OF DIRECTORSHIP

            


    

     

    
      	
              18.1

            	
              The
                employment of the Director under this Agreement shall terminate
                automatically in the event of his ceasing to be a director of the
                Company
                and in that event the Director shall have no claim for damages against
                the
                Company unless he shall cease to be a Director of the Company by
                virtue of
                a resolution passed by the members of the Company in general meeting,
                and
                at the time of such removal the Company shall not be otherwise entitled
                to
                terminate his employment under this
                Agreement.

            


    

     

    
      	
              19

            	
              NOTICE
                PROVISIONS, DISMISSAL AND
                SUSPENSION

            


    

     

    
      	
              19.1

            	
              This
                Agreement shall be subject to termination by:


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              19.1.1

            	
              either
                party upon giving notice in writing to the other party in accordance
                with
                Clause 2.1 above;

            


    

     

    
      	 	
              19.1.2

            	
              the
                Company giving not less than three months’ notice in writing at any time
                when the Director is or has been incapacitated by ill health or accident
                (incurred otherwise than in the due performance of his duties hereunder)
                from performing his duties hereunder and shall have been so incapacitated
                for a total period of one hundred and eighty days or more in the
                preceding
                twelve months;

            


    

     

    
      	 	
              19.1.3

            	
              the
                Company giving summary notice in writing to the Director if the Director
                -
                

            


    

     

    
      	 	
              19.1.3.1

            	
              commits
                any material or persistent breaches of this
                Agreement;

            


    

     

    
      	 	
              19.1.3.2

            	
              mismanages
                the business of the Company or any of the Group Company so as to
                cause the
                Company financial loss;

            


    

     

    
      	 	
              19.1.3.3

            	
              is
                guilty of conduct tending to bring himself or the Company or any
                of the
                Group Company into disrepute;

            


    

     

    
      	 	
              19.1.3.4

            	
              becomes
                of unsound mind or commits an act of bankruptcy or compounds with
                his
                creditors generally;

            


    

     

    
      	 	
              19.1.3.5

            	
              is
                disqualified from holding the office of
                director

            


    

     

    
      	
              19.2

            	
              The
                Company may at any time and for whatever reason suspend the Director
                from
                his employment hereunder on full salary for such period of time as
                is
                necessary for the Company to carry out any necessary investigations
                to
                consider the Director’s future employment with the
                Company.

            


    

     

    
      	
              19.3

            	
              Should
                the Director fail to resign as a Director, if so requested to do
                so by the
                Company, the Director hereby irrevocably authorises the Company to
                nominate a person to sign the relevant resignation documentation
                on their
                behalf.

            


    

     

    
      	
              19.4

            	
              The
                Company
                may, at its option, pay salary in lieu of notice but nothing in these
                terms and conditions of employment shall prevent the Company from
                terminating the Director’s employment without notice or payment in lieu of
                notice in appropriate circumstances. Where a payment in lieu of notice
                is
                made, the Director will be paid his basic salary only and his entitlement
                to any benefits or payment for any benefits shall cease on his termination
                date

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              19.5

            	
              This
                employment will automatically terminate without notice at the end
                of the
                month in which the Director attains the age of 65. After the Director
                reach this age, any further employment and the terms of such employment
                will be totally at the discretion of the
                Company.

            


    

     

    
      	
              19.6

            	
              The
                Director will be subject to a three month probationary period, at
                the end
                of which the Director’s performance will be
                reviewed.

            


    

     

    
      	
              20

            	
              POSITION
                ON TERMINATION

            


    

     

    
      	
              20.1

            	
              Upon
                the termination by whatever means of their employment under this
                Agreement
                the Director shall at the request of the Company immediately resign
                from
                office as a director of the Company and from such offices held by
                him in
                any Group Company as may be so requested without claim for compensation
                and in the event of his failure so to do, the Company is hereby
                irrevocably authorised to appoint some person in his name and on
                his
                behalf to sign and deliver such resignation or resignations to the
                Company
                and to each of the Group Companies of which the Director is at the
                material time a director or other
                officer.

            


    

     

    
      	
              21

            	
              POST
                TERMINATION 

            


    

     

    
      	
              21.1

            	
              Upon
                the termination of the employment (howsoever occurring) the Director
                shall
                immediately deliver up to the Company all correspondence documents
                specifications and property belonging to the Company or any Group
                Company
                which may be in his possession or under his control or in the possession
                or control of his personal
                representatives.

            


    

     

    
      	
              21.2

            	
              After
                the termination of his employment, the Director shall not represent
                himself as being in any way connected with the Company or any Group
                Company. 

            


    

     

    
      	
              21.3

            	
              The
                Director covenants with the Company that he will not, without the
                prior
                written consent of the Company:

            


    

     

    
      	 	
              21.3.1

            	
              for
                a period of six months after the termination of the Director’s employment,
                either alone or jointly with or as a director, manager, agent, consultant,
                partner, or employee of any person, firm, company or other organisation
                directly or indirectly carry on or be engaged in any activity or
                business
                which is engaged or concerned with the supply of Relevant
                Services;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              21.3.2

            	
              for
                a period of nine months after the termination of the Director’s
                employment, canvass, solicit, approach, deal with, entice away or
                cause to
                canvassed, solicited, approached, dealt with or enticed away any
                Customer
                for business in respect of Relevant
                Services;

            


    

     

    
      	 	
              21.3.3

            	
              for
                a period of nine months after the termination of the Director’s
                employment, interfere or seek to interfere with the continuation
                of
                supplies to the Company from any Relevant
                Supplier;

            


    

     

    
      	 	
              21.3.4

            	
              for
                a period of nine months after the termination of the Director’s
                employment, solicit, interfere with or attempt to entice away any
                Employee.

            


    

     

    
      	
              21.4

            	
              The
                Director acknowledges that:

            


    

     

    
      	 	
              21.4.1

            	
              each
                of the foregoing sub-clauses constitutes an entirely separate and
                independent restriction on him;

            


    

     

    
      	 	
              21.4.2

            	
              the
                duration, extent and application of each of the restrictions are
                no
                greater than is necessary for the protection of the Company’s
                interests;

            


    

     

    
      	 	
              21.4.3

            	
              the
                duration of each of the restrictions shall be reduced by any period
                of
                time during which the Company requires the Director not to attend
                his
                place of work during any period of notice of termination.
                

            


    

     

    
      	 	
              21.4.4

            	
              the
                restrictions contained in this clause are considered to be reasonable
                but
                if any of the restrictions are found to be void in circumstances
                where it
                would be valid if some part of it were deleted it is agreed that
                the restrictions
                shall apply with such deletion as is necessary to make it
                valid.

            


    

     

    
      	
              22

            	
              NO
                OBLIGATION TO THIRD
                PARTIES

            


    

     

    
      	
              22.1

            	
              The
                Director undertakes that he is at liberty to take up employment with
                the
                Company and perform all the obligations set out in this Agreement
                without
                limitation or breach of any obligations or duties he has to a third
                party.

            


    

     

    
      	
              23

            	
              INDEMNITIES
                AND DIRECTORS AND OFFICERS’
INSURANCE

            


    

     

    
      	
              23.1

            	
              The
                Director will indemnify the Company in respect of any liability incurred
                by the Company as a direct consequence of the Directors negligence,
                breach
                of contract, breach of duty or breach of trust in relation to the
                affairs
                of the Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              23.2

            	
              The
                Company will at its discretion take out and maintain insurance cover
                on
                behalf of the Director for Directors’ and Officers’ Insurance and details
                are available on request from the Human Resources
                Department.

            


    

     

    
      	
              24

            	
              DISCIPLINARY
                PROCEDURE 

            


    

     

    
      	
              24.1

            	
              The
                procedure laid down is in accordance with the procedure annexed hereto
                at
                Schedule A to this Agreement, which is not to be regarded as contractually
                binding save as far as required under legislation in force from time
                to
                time.

            


    

     

    
      	
              24.2

            	
              The
                Director shall refer any grivance relating to any disciplinary decision
                to
                the Board whose decision shall be
                final.

            


    

     

    
      	
              25

            	
              GRIEVANCE
                PROCEDURE

            


    

     

    
      	
              25.1

            	
              The
                Director shall refer any grievance relating to his employment hereunder
                or
                relating to any disciplinary decision to the Board whose decision
                shall be
                final.

            


    

     

    
      	
              26

            	
              COLLECTIVE
                AGREEMENTS

            


    

     

    
      	
              26.1

            	
              This
                employment is unaffected by the terms of any collective
                agreement.

            


    

     

    
      	
              27

            	
              GENERAL

            


    

     

    
      	
              27.1

            	
              This
                Agreement (together with the Company’s Employee Handbook) embodies and
                sets forth the entire agreement and understanding of the parties
                and
                supersedes all prior oral or written agreements understandings or
                arrangements relating to the subject matter of this Agreement. Neither
                party shall be entitled to rely on any agreement, understanding or
                arrangement, which is not expressly set forth in this Agreement or
                Employee Handbook.

            


    

     

    
      	
              27.2

            	
              The
                Company reserves the right to vary the terms and conditions of this
                Agreement which will be notified to the Director in writing within
                one
                month of such variation.

            


    

     

    
      	
              27.3

            	
              In
                the event of any conflict between the terms set out in this Agreement
                and
                the Company’s Employee Handbook, the terms of this Agreement shall
                prevail.

            


    

     

    
      	
              27.4

            	
              This
                Agreement shall not be amended, modified, varied or supplemented
                except in
                writing signed by duly authorised representatives of the
                parties.

            


    

     

    
      	
              27.5

            	
              No
                failure or delay on the part of either party hereto to exercise any
                right
                or remedy under this Agreement shall be construed or operate as a
                waiver
                thereof nor shall any single or partial exercise of any right or
                remedy as
                the case may be. The rights and remedies provided in this Agreement
                are
                cumulative and are not exclusive of any rights or remedies provided
                by
                law.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              28

            	
              NOTICES

            


    

     

    
      	
              28.1

            	
              Any
                notice to be given hereunder shall be in writing and be sufficiently
                served in the case of the Director by being delivered either personally
                to
                him or sent by registered post addressed to him at his usual or last
                known
                place of abode or in the case of the Company by being delivered at
                or sent
                by registered post or recorded delivery addressed to its registered
                office
                and any such notice if so posted shall be deemed to be served on
                the
                second day following that on which it was
                posted.

            


    

     

    
      	
              29

            	
              STATEMENT
                OF EMPLOYMENT PARTICULARS

            


    

     

    
      	
              29.1

            	
              The
                Company and the Director agree that this Agreement constitutes a
                Statement
                of Employment Particulars in accordance with Section 1 Employment
                Rights
                Act 1996.

            


    

     

    
      	
              30

            	
              LAW
                AND JURISDICTION

            


    

     

    
      	
              30.1

            	
              The
                terms of this Agreement shall be governed by the Laws of England
                and Wales
                and the Courts of England and Wales shall have exclusive jurisdiction
                in
                all matters relating thereto. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    DISCIPLINARY
      PROCEDURE

     

    The
      disciplinary procedure provides for warnings to be given for failure to meet
      the
      Company’s standards of job performance conduct (whether during working hours or
      not) and attendance or for breach of any of the terms and conditions of
      employment. The Director should be familiar with its provisions and aware that
      the procedure is not to be regarded as contractually binding upon either the
      Company or the Director

     

    
      	
              1

            	
              In
                the first instance the Board will establish the facts surrounding
                the
                complaint (if necessary) taking into account the statements of any
                available witnesses.

            


    

     

    
      	
              2

            	
              If
                the Board considers that it is not necessary to resort to the formal
                warning procedure, the Board will discuss the matter with the Director
                suggesting areas for improvements The discussion will in so far as
                is
                possible be in private and the Director will be informed that no
                formal
                disciplinary action is being taken.

            


    

     

    
      	
              3

            	
              If
                the Board considers that it is necessary to invoke the formal warning
                procedure, the Board will inform the Director in writing giving detail
                as
                to the proposed venue date and time of the meeting together with
                detail as
                to the matter to be discussed. The following procedure will then
                apply but
                depending upon the seriousness of the offence may be invoked at any
                level
                including summary dismissal.

            


    

     

    
      	
              3.1

            	
              In
                the case of minor offences the Director will be given a formal oral
                warning in the event that the Board deems fit. He will be advised
                that the
                warning constitutes the first formal stage of the disciplinary procedure
                and that a note will be placed on his personal file and will remain
                on
                file for the period of 6 months. The nature of the offence and the
                likely
                consequences of further offences or a failure to improve will be
                explained
                to him.

            


    

     

    
      	
              3.2

            	
              In
                the case of serious offences or a repetition of earlier minor offences
                the
                Director will be given a written warning in the event that the Board
                deems
                fit which will remain on file for the period of 12 months. The warning
                will set out the precise nature of the offence the likely consequences
                of
                further offences and specifying if appropriate the improvement required
                and over what period.

            


    

     

    
      	
              3.3

            	
              In
                the case of a further repetition of earlier offences or if the Director
                still fails to improve or if the offence whilst falling short of
                gross
                misconduct is serious enough to warrant only one written warning
                the
                Director will receive in the event that the Board deems fit one written
                warning which will remain on file for the period of 9 months. The
                warning
                will set out the precise nature of the offence containing a statement
                that
                any recurrence will lead to dismissal or whatever other penalty is
                considered appropriate and specifying if appropriate the improvement
                required and over what period.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              3.4

            	
              In
                the case of gross misconduct or if all previous stages of the warning
                procedure have been exhausted the Director will normally be dismissed
                but
                only after consideration of other possible disciplinary action including
                (but without limitation) demotion or transfer, loss of seniority
                or salary
                increment suspension with or without
                pay.

            


    

     

    
      	
              4

            	
              Where
                the Director is accused of an act of gross misconduct, he may be
                suspended
                from work for such period as the Board decides on full pay pending
                outcome
                of the investigation into the alleged
                offence.

            


    

     

    
      	
              5

            	
              In
                all cases before any disciplinary action (including warnings) is
                taken the
                Director will be interviewed by the Board and will be informed of
                the
                allegations made against him. He will be given the opportunity to
                state
                his case and at the interview may be accompanied by a colleague or
                trade
                union representative of his choice. If the complaint is upheld the
                Director will be informed of the disciplinary action to be taken
                the stage
                in the disciplinary procedure to be adopted depending upon the seriousness
                of the offence and of the right to
                appeal.

            


    

     

    
      	
              6

            	
              The
                following are non-exhaustive examples of the sort of offences which
                if
                committed will normally lead to formal disciplinary action being
                taken.

            


    

     

    
      	
              6.1

            	
              Minor
                offences (oral warning) poor job performance involving sub-standard
                work
                punctuality, absenteeism or any minor breach of the Company’s
                regulations.

            


    

     

    
      	
              6.2

            	
              Serious
                offences (written warnings) negligence resulting in minor loss damage
                or
                injury failure to comply with specific instruction irresponsibility
                in
                relation to the Company’s employees activities or impropriety in relation
                to the Director’s tasks for the Company whether or not within working
                hours which the Company reasonably considers to be detrimental to
                or
                conflicting with the interests of the Company or its clients or likely
                to
                affect the Director’s standard of work failure to disclose any personal
                interest of the employee which conflicts with any matter of a client
                or
                customer with which the Director is engaged or any breach of confidence
                relating to the Company or its clients’ or customers’
                affairs.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              6.3

            	
              Gross
                misconduct (dismissal) negligence resulting in serious loss damage
                or
                injury, assault or attempted assault, theft, malicious damage to
                property,
                wilful disregard of duties or of instructions relating to the employment,
                deliberate and serious breach of confidence relating to the Company’s or
                its clients’ or customers’ affairs, the use for personal ends of
                confidential information obtained by the Director in the course of
                his
                employment, falsification of records, conduct violating common decency,
                being incapable through alcohol or under the influence of drugs,
                conviction on a criminal charge relevant to the Director’s employment or
                misuse of the Company’s computer and telecommunications
                systems.
                In
                serious cases dismissal will normally be without
                notice.

            


    

     

    
      	
              7

            	
              The
                Director has the right to appeal against any disciplinary decision.
                The
                appeal must be instituted in writing and be received by the Chairman
                within 5 working days of the decision being appealed. The Appeal
                Notice
                must specify the Grounds of Appeal and be addressed to the Chairman.
                The
                Appeal will then be heard at a hearing by the Board whose decision
                will be
                final.

            


    

     

    


     

    IN
      WITNESS
      whereof
      the hands of the parties have executed this Agreement the day and year above
      written

     

    
 

    
      	
              SIGNED
                as a DEED by JAMES CHU

            	
              )

            	
              /s/
                James Chu

            
	 	 	 
	
              on
                behalf of the COMPANY

            	
              )

            	 
	 	 	 
	
              in
                the presence of :-

            	
              )

            	
              /s/
                James A. Morlan

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              SIGNED
                as a DEED by JAN JENSEN

            	
              )

            	
              /s/
                Jan Jensen

            
	 	 	 
	
              in
                the presence of :-

            	
              )

            	
              /s/
                Thomas Bucknall