EX 10.1
Private & Confidential











                    DATED   8   March 2000


                Boxmore International Plc   (1)

                            - and -


                        Mark Ennis  (2)







                    ______________________

                       Service Agreement

                    ______________________
                       Service Agreement

AN AGREEMENT made the eighth day of March 2000 between Boxmore
International Plc whose Registered Office is situated at Ennis
House, Enterprise Way, Hightown Industrial Estate,
Newtownabbey, BT36 4EW (hereinafter called "the Company")
which is a subsidiary of Chesapeake UK Acquisitions II Plc,
Badminton Court, Rectory Way, Old Amersham, Bucks, HP7 0DD
("Chesapeake") of the one part and Mark Ennis of 26 Old Cultra
Road, Cultra, Holywood, Co Down, BT18 0AE (hereinafter called
"the Director") of the other part.

WHEREBY IT IS AGREED as follows:-

1.   DEFINITIONS

  In this Agreement:

  a)   "the Board" constitutes the Board of Directors of the
  Company.

  b)   "Group" shall mean the Company and any Group Companies.

  c)"Group Company" means any Company which is for the time
    being a subsidiary or holding Company of the Company or
    any subsidiary of any such holding Company.  For these
    purposes the terms "subsidiary" and "holding company"
    shall have the meanings ascribed to them by Article 4 and
    Article 4A of the Companies Order 1990.

  d)"Chesapeake Company" means Chesapeake and any company
    which is from time to time a subsidiary or a holding
    company of Chesapeake or a subsidiary (other than
    Chesapeake) of a holding company of Chesapeake with the
    exception of the Company and each associated Company.

  e)"Intellectual Property" includes letters, patent and
    trade marks whether registered or unregistered,
    registered or unregistered designs, utility models,
    copyrights including design copyrights, applications for
    any of the foregoing and the right to apply for them in
    any part of the world, discoveries, creations, inventions
    or improvements upon or additions to an invention,
    confidential information, know-how and any research
    effort relating to any of the above mentioned business
    names whether registerable or not moral rights and any
    similar rights in any country.

2.   APPOINTMENT

  a)The Company shall employ the Director and the Director
     shall serve the Company as a Director.  The Director's
     employment shall commence on the date hereof and, subject
     to Clause 15 shall continue unless or until terminated by
     either the Company giving two years' notice or the
     Director giving one year's notice in writing subject to
     provisions of clause 19(a).  The Director's period of
     continuous employment began on 1 March 1988 the date the
     Director commenced employment with Boxmore.  The Director
     represents and warrants that he is not bound by or
     subject to any court order, agreement, arrangement or
     undertaking which in any way restricts or prohibits him
     from entering into this Agreement or from performing his
     duties hereunder.

  b)The Director's employment shall in any event terminate on
     the date on which the Director reaches the age of 62.

                               -2-

3.   SALARY

  a)The Director's salary shall be L185,000 per annum or at
     such increased rate as shall be notified to the Director
     by the Company payable monthly on the last day of each
     calendar month.  The first review of such salary shall be
     on 1st July 2001 and thereafter on 1st July in each year.
     At this first review any salary increase will be
     backdated to 1 January 2001.  Such review will be at the
     absolute discretion of the Company.  In the event of any
     increase in salary being so agreed or notified such
     increase shall thereafter have effect as if it were
     specifically provided for as a term of this agreement.

  b)The Company hereby undertakes that the Company will
     annually keep under review the Director's remuneration
     package under this Agreement.

  c)In addition to his salary the Director shall be entitled
     to participate in and be entitled to receive any bonuses
     as determined by  the `Chesapeake Annual Incentive Plan'.

  d)The Director shall not be entitled to any other salary or
     fees as a director or employee of the company or any
     associated company.

4.   POWERS AND DUTIES

  As a Director of the Company the Director shall:

  a)Undertake such duties and exercise such powers in
     relation to the Company and its business as the Company
     shall from time to time assign to or vest in him;

  b)In the discharge of such duties and in the exercise of
     such powers observe and comply with all resolutions,
     regulations and directions from time to time made or
     given by the Company;

  c)In the absence of any specific directions from the
     Company (but subject always to the memorandum and
     articles of the Company) shall carry out the duties of
     Director;

  d)Devote the whole of his time and attention during
     business hours (unless otherwise approved by the Company)
     to the discharge of his duties hereunder and do all in
     his power to promote, develop and extend the business of
     the Company;

  e)Conform to such hours of work as may from time to time
     reasonably be required of him and not be entitled to
     receive any additional remuneration for work outside
     normal office hours.

  f) In pursuance of his duties hereunder perform such
     services for subsidiary and associated companies of the
     Group and (without further remuneration unless otherwise
     agreed) accept such offices in such subsidiary, fellow
     subsidiary and associated undertakings as the Company may
     from time to time reasonably require;

     PROVIDED ALWAYS that if such additional duties managing
     or otherwise involve significant or material change to
     his employment, the Director shall not be required to
     perform such services or accept such offices without his
     consent;

                               -3-

  g) Comply with:

     i)Every rule of law; and
     ii)    The rules and regulations of any Stock Exchange;
        and
     iii)   Every regulation of the Company for the time
        being in force or relative to dealings in shares or
        other securities of the Group.

  h)The Director shall carry out his duties and exercise his
     powers jointly with any other Director(s) or Executive
     appointed by the company to act jointly with him.

  i)The Director shall observe, perform and comply with all
     rules and regulations of the Company or any statutory or
     other competent authority regarding health and safety at
     work and environmental legislation.

  j)The Director shall not during the term of this Agreement
     accept a seat on the Board of Directors of any other
     company or companies outside the Group without first
     obtaining the consent of the Board.

5.   CONFIDENTIAL INFORMATION

  a) The Director shall not during or after the termination of
     this Agreement use for his own purposes, or any purposes
     other than those of the Company, Group or Chesapeake
     Corporation divulge or communicate to any person or
     persons and shall use his best endeavours to prevent the
     divulgence or communication to any person or persons
     except to those officials of the Group or other proper
     persons whose province it is to know the same, any of the
     Group's or any other Chesapeake Company's secrets or any
     other information which he may receive or obtain in
     relation to the Group's or any other Chesapeake Company's
     internal or external affairs or to the working of any
     patented process or invention which is carried on or used
     in the Group's or any other Chesapeake Company's
     workshops or connected with its business affairs.  This
     restriction shall cease to apply to any information or
     knowledge, which may come into the public domain
     otherwise than through the default of the Director.

     The Director shall not at any time, except as is
     necessary for the purposes of his employment hereunder:

     (i) Use, adopt or employ or be party to the use,
         adoption or employment of or disclose, divulge or
         communicate to any person or persons, company or
         corporation any information obtained or acquired by
         him during his employment in relation to:

         (1) Any process, method, formulae, drawings,
              recipes, appliances, machinery, apparatus or
              plant of a private character (that is to say
              which are not known to and used by the trade
              generally) belonging to the Group which at any
              time during his employment by the Company may
              have been used by the Group or with which the
              Director may have become acquainted during and
              in the course of his employment by the Group.

         (2) The results of any investigations or experiments
              which may have been made by the Group during his
              employment or by their respective predecessors

                               -4-

              in business or by any person or persons by or
              under the order or direction or for the benefit
              of the Group or their respective predecessors
              with which the Director may have become
              acquainted during and in the course of his
              employment by the Company which would be
              prejudicial to the business or interests of the
              Group and which have not appeared in any journal
              or literature published for the information of
              persons unconnected with the Group.

     (ii)Disclose, divulge or communicate to any person or
         persons, company or corporation any information
         confidential to the Company obtained or acquired by
         him during his employment hereunder the disclosure of
         which may be prejudicial to the business or interests
         of the Group and which is not available from a source
         accessible to the general public.

         All notes, memorandums, records, lists of customers,
         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 by the Director or
         otherwise) relating to the business of the Company or
         any Group Company (and any copies of the same) shall
         be and remain the property of the Company or the
         relevant Group Company.

6.   NON-SOLICITATION/NON-COMPETITION

  a)The Director shall not during the currency of this
     Agreement and for a period of 12 months from the
     termination of this Agreement in any case without the
     previous written consent of the Company either personally
     or by his agent whether on his own behalf or whether
     alone or jointly with or as a director, manager, partner,
     shareholder, employee or consultant of any other person,
     firm or company:

     (i)    Canvas or solicit orders from or endeavour to
       entice away from the Company or any Group Company, any
       person, persons or company who shall at any time during
       the year immediately preceding such termination have
       been a customer of the Company or the Group or any
       member thereof and with whom during such period the
       Director or someone under his direct supervision had
       personal dealings in the 12 months immediately
       preceding the date of such termination of employment;

     (ii)   Engage on his own account or as a director,
       principal or manager of any company in direct
       competition with the Company and/or the Group any
       person who has at any time during the year immediately
       preceding such termination been employed or engaged by
       the Group and who by reason of such employment or
       engagement is in possession of any trade secrets or
       confidential information of the Company and/or the
       Group or who has acquired influence over its customers;

     (iii)  Within the UK, Ireland, Belgium, Holland, Germany
       Spain and France, either on his own account or for any
       other person, firm or company and in competition with
       the Group, directly carry on or be engaged or concerned
       or interested in any business of a kind carried on by
       the Group at the date of termination of the Director's
       employment hereunder and in which the Director shall
       have been actively involved and obtained knowledge
       within the period of one year preceding the date of
       termination of employment.

                               -5-

  b)This 12-month period of non-solicitation/non-competition
     will be reduced to six months if the Company invokes
     clause 15i) and requires a period of `Garden Leave' in
     excess of six months.

  c)While the restrictions in this Clause 6 are considered by
    both parties to be reasonable in all the circumstances it
    is recognised that restrictions of the nature in question
    may fail for technical reasons unforeseen and accordingly
    it is agreed that if any of such restrictions shall be
    adjudged to be void or ineffective if part or parts of
    the wording thereof were deleted the said restrictions
    shall apply with such deletions as may be necessary to
    make them valid and effective.

7.   INTELLECTUAL PROPERTY

  a)     The parties foresee that the Director may make,
     discover or create Intellectual Property in the course of
     his duties under this agreement and agree that in this
     respect the Director has a special obligation to further
     the interests of the Company.

  b)If at any time during his employment under this agreement
     the Director makes or discovers or participates in the
     making or discovery of any Intellectual Property relating
     to or capable of being used in the business for the time
     being carried on by the Group and whether or not made or
     discovered by the Director in the course of his
     employment hereunder, full details of the Intellectual
     Property shall immediately be communicated by him to the
     Company and shall be the absolute property of the
     Company.  At the request and expense of the Company the
     Director shall give and supply all such information,
     data, drawings and assistance as may be requisite to
     enable the Company to exploit the Intellectual Property
     to the best advantage and shall execute all documents and
     do all things which may be necessary or desirable for
     obtaining patent or other protection for the Intellectual
     Property in such parts of the world as may be specified
     by the Company and for vesting the same in the Company or
     as it may direct.

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

  d)If the Intellectual Property is not the property of the
     Company the Company have the right to acquire for itself
     or its nominee the Director's rights in the Intellectual
     Property within 3 months after disclosure pursuant to the
     clause 7 (b) on fair and reasonable terms to be agreed or
     settled by a single arbitrator.

  e)Rights and obligations under this clause shall continue
     in force after termination of this agreement in respect
     of Intellectual Property made during the Director's
     employment under this agreement and shall be binding upon
     his representatives.

                               -6-



8.   PENSIONS

  The Director shall be eligible to be a member of the Boxmore
  Group Pension Scheme Chief Executive Category, or any
  successor plan which maintains similar benefits and operates
  on similar terms, subject to the rules of the Scheme from
  time to time.  Alternative pension scheme arrangements, may
  be agreed between the Director and the Company at any time
  by mutual agreement.

9.   OTHER BENEFITS

  a)Subject to age and medical examination, the results of
     which are reasonably satisfactory to the Company and its
     insurers, the Company undertakes to provide life
     assurance cover equal to four times salary if and to the
     extent that such cover is not provided by the Director's
     pension arrangements referred to in clause 8 and to
     procure that the Director will join Boxmore's prolonged
     disability insurance arrangements.

  b)The Company will provide contributions on the national
     scale of B.U.P.A. Company Care Scheme or such other
     agreed medical care scheme as approved by the Company on
     behalf of the Director and his wife and children under
     eighteen years of age.

10.  EXPENSES

  There shall be paid or refunded to the Director such sums as
  shall cover all vouched, authorised and reasonable out of
  pocket expenses incurred by him on the Group's business
  including inter alia expenses of entertainment subsistence
  and travelling in accordance with the Company guidelines.

11.  CAR

  During the continuance of this Agreement the Company shall
  provide, maintain, tax and insure for the Director a motor
  vehicle on terms in line with the Company's policy from time
  to time as laid down.  The car is provided for the use of
  the Director in the performance of his duties.  The Director
  may use the said motor vehicle for his private purposes
  which shall include occasional use by his immediate family.
  The Company shall reimburse the Director the fuel and
  running expenses including all fuel and running expenses
  incurred by reasonable private use.  The Company may provide
  the choice to take up the option of a discretionary car
  allowance as an alternative to the provision of a company
  car.  If this option is chosen the Director is required to
  use a suitable personal vehicle to fulfil his normal duties
  and associated travel requirements.  If the Director shall
  be convicted of any offence (under the Road Traffic Acts) or
  become involved in any accident involving the motor car, he
  shall forthwith notify the Company and supply such
  information in connection therewith as the Company may
  request.

12.  HOLIDAYS

  a)The Director shall be entitled in addition to the normal
     public holidays to twenty five days annually accrued on a
     pro rata basis per month at full salary to be taken at
     such time or times as agreed by the company.

  b)In the respective holiday years in which this agreement
     commences or terminates the Director's entitlement to
     holiday shall accrue on a pro rata basis for each month
     of service during the relevant year which is normally the
     Company accounting year.

                               -7-

  c)Holiday entitlement for one year may not be taken in
     subsequent holiday year unless otherwise agreed by the
     Company.

13.  LOCATION

  During the continuance of this Agreement, the Director's
  place of work shall initially be the Company's office at
  Ennis House, Enterprise Way, Hightown Industrial Estate,
  Newtownabbey, BT36 4EW or such other location that may be
  mutually agreed between the Company and the Director.  The
  Director shall be expected to travel within Europe and
  Overseas if necessary, but not on an unreasonable basis, in
  the performance of his duties.

14.  SICKNESS/INCAPACITY

  Without prejudice to Clause 15 (d) hereof, in the event of
  the Director being unable to carry out his duties hereunder
  because of ill health or accident and provided that the
  Director produced such medical evidence of incapacity as may
  be required by the Company, the Company shall continue to
  pay to the Director the salary and provide the benefits
  determined in accordance with these provisions for the
  period of up to 12 months from the date of his incapacity
  (including any period of paid notice in accordance with
  clause 15 (d)) or for such longer period as the Company
  shall in their absolute discretion think fit.  Provided that
  the Company shall be at liberty to deduct the amount of any
  social security benefits and prolonged disability insurance
  received by the Director and the Director shall use his best
  endeavours to obtain any social security benefits and
  prolonged disability insurance to which he may be entitled.

  PROVIDED THAT if the incapacity shall be or appear to be
  occasioned by actionable negligence of a third party in
  respect of which damages are or may be recoverable the
  Director shall forthwith notify the Company of that fact and
  of any claim, compromise settlement or judgement made or
  awarded in connection therewith and shall give to the
  Company all such particulars of such matters as the Company
  may reasonably require and shall if so required refund to
  the Company such sum (not exceeding the amount of damages
  recovered by him under such compromise settlement or
  judgement less any costs in or in connection with or under
  such claim compromise settlement or judgement borne by the
  Director and not exceeding the aggregate of the remuneration
  paid to him by way of salary in respect of the period of the
  incapacity) as the Company may determine.

15.  TERMINATION OF EMPLOYMENT

  a)If this Agreement is terminated by the Director he shall
    be entitled only to any arrears of gross salary and
    expenses outstanding at the date of termination.

  b)If this Agreement is terminated as a result of the death
    of the Director his personal representative shall be
    entitled to:-

     (i)    any arrears of gross salary and expenses
       outstanding at the date of termination and also,

     (ii)   a proportionate part of any bonus entitlement and
       all other benefits hereunder payable hereunder for the
       then current financial year of the Company up to the
       date of such termination.

                               -8-

  c)If before the expiration of the Agreement the employment
    of the Director hereunder shall be terminated by reason
    of the liquidation of the Company for the purpose of
    amalgamation or reconstruction or as part of any
    arrangement for the amalgamation of the undertaking of
    the Company not involving liquidation and the Director
    shall be offered employment with the amalgamated or
    reconstructed company for a period not less than the
    unexpired term of this Agreement and on terms not less
    favourable than the terms of this Agreement, the Director
    shall have no claim against the Company or any member or
    members of the Group or the amalgamated or reconstructed
    company or any one or more of them in respect of the
    termination of his employment by the Company hereunder.

  d)Without prejudice to the provisions of clause 14 above
    and the Director's rights at common law or at statute
    this Agreement may be terminated by the Company:

    By six months notice in writing given at any time after
    the Director has been permanently incapacitated by
    accident or ill health from performing his duties for six
    consecutive months.  Under this Agreement and for the
    purposes of this sub-clause incapacity for an aggregate
    period of nine months in any period of 24 months or for
    an aggregate period of 24 months in any 5 year period
    shall be deemed to be permanent incapacity. A period of
    continuous incapacity of more than three months or in
    aggregate of more than six months but less than nine
    months in any year shall at the discretion of the Company
    be referred to an independent medical consultant approved
    by the Director and the Company who shall be asked to
    state whether in his opinion the incapacity should be
    considered a permanent incapacity.  For the avoidance of
    doubt, the Company may terminate the Director's
    employment hereunder notwithstanding that this will not
    effect the Director's entitlement to benefits under the
    prolonged disability insurance scheme referred to in
    Clause 9 above.

  e)Without prejudice to the provisions of clause 14 above
    and the Director's rights at common law or at statute
    this Agreement may be determined by the Company, by
    summary notice in writing to the Director upon the
    happening of any of the following events after the date
    of this Agreement namely:

    (i)    If he shall be guilty in the opinion of the
       Company of any gross misconduct in connection with the
       Company's affairs or after having been given adequate
       written notice of any serious breach or persistent non-
       observance of any of the conditions of this Agreement
       on his part to be performed or observed or shall
       neglect or refuse to carry out any of his duties
       hereunder.

       Gross misconduct offences, will render the Director
       liable to summary dismissal (ie dismissal without
       notice).

     (ii)   If he shall have been guilty of misconduct other
       than specified in (i) above after having received
       appropriate verbal and final written warnings.

     (iii)  If he should fail to perform his duties to a
       satisfactory standard in the opinion of the Company
       after having received appropriate verbal and final
       written warnings.

     (iv)   If he shall become bankrupt or make any
       arrangement or composition with his creditors.

                               -9-

     (v)    If he shall be convicted of a criminal offence
       other than an offence under the Road Traffic Laws,
       which in the reasonable opinion of the Company
       prejudicially affects his position as a Director as
       aforesaid of the Company.

     (vi)   If he shall not perform in an acceptable manner
       and in particular if this is borne out by the poor
       performance against pre-determined and agreed budgeted
       financial performance for the Company.

  f)   Upon the termination of this Agreement for whatsoever
       reason the Director shall upon the request of the
       Company resign without claim for compensation from all
       offices held by him in the Company and Group and in the
       event of this failure to do so the Company is hereby
       irrevocably authorised to appoint some person in his
       name and on his behalf to execute any documents and to
       do all things requisite to give effect thereto.

  g)   If during his employment under this Agreement the
       Director voluntarily resigns as a Director of the
       Company, his employment hereunder will terminate
       automatically by reason of that resignation.

  h)   If the Director ceases to be a Director other than as
       provided in Clause 15g above his employment shall
       nevertheless continue unless determined by the Company
       or the Director in accordance with the provisions of
       clauses 2 or 19 of this Agreement.

  i)   During any period of notice of termination (whether
       given by the Company or the Director) the Company shall
       be under no obligation to assign any duties to the
       Director and shall be entitled to exclude him from its
       premises provided that this shall not affect the
       Director's entitlement to receive his normal salary and
       other contractual benefits.

16.  RETURN OF PAPERS, ETC

  On the expiration or sooner determination of this Agreement
  howsoever the Director shall forthwith surrender -

  a)All documents, books, papers and other things whatsoever
     in his possession by reason of his Directorship in the
     Company, and

  b)All property of the Group in his possession or control
     including the motor car, car keys and any other property.

17.  NOTICES

  Any notice hereunder shall be in writing and shall be
  sufficiently served in the case of the Director by being
  served personally on him or either being left at his usual
  or last known place of abode or posted by recorded delivery
  post to his usual or last known place of abode and in the
  case of the Company by being delivered to or sent by
  recorded delivery post to the registered office of the
  Company.  Any notices posted by recorded delivery post shall
  be deemed to have been received seventy-two hours after the
  time of posting.

                               -10-

18.  PREVIOUS AGREEMENTS

  This Agreement shall be deemed to be in substitution for all
  existing agreements of service between the Company and the
  Director which shall be deemed to have been cancelled with
  effect from the date hereof.

19.  TERMINATION FOLLOWING CHANGE OF OWNERSHIP

  a)If this Agreement is terminated (for whatever reason) by
     written notice and such notice is given either:-

     (1)  by the Director to the Company any time up to and
          including the date 12 months from the date of
          commencement of this Agreement; or

     (2)  by the Company to the Director any time up to and
          including the date 18 months from the date of
          commencement of this Agreement,

     then the Company and the Director will agree an effective
     date of termination ("EDT") and on the EDT the Director
     shall receive a payment of compensation equivalent to 3
     years' Gross Remuneration.  Gross remuneration for the
     purposes of this clause 19 means basic salary and the
     monetary value of all benefits-in-kind (based on the
     previous year's benefits) together with pension
     contributions but excludes bonus entitlements.

  b)With effect from 12 months from the date of commencement
     of this Agreement (and in the event notice has not been
     given in accordance with clause 19 (a) above) the period
     of notice to be given by the Director to the Company will
     be 12 months (in accordance with clause 2 (a) of this
     Agreement).

     With effect from 18 months from the date of commencement
     of this Agreement (and in the event notice has not been
     given in accordance with clause 19 (a) above) the period
     of notice to be given by the Company to the Director will
     be 24 months (in accordance with clause 2 (a) of this
     Agreement) or upon such termination, subject to the
     provisions of clause 19 (c), the Director shall be
     entitled to compensation, including payment in lieu of
     notice, equivalent to two years' gross remuneration.

  c)Following the expiry of the periods referred to in clause
     19(a) after the commencement date of this Agreement,
     where employment terminates in the event of a successful
     bid for the Company or a change in control of Chesapeake
     Corporation (as defined in the Chesapeake Corporation
     Benefits Plan Trust), the following provisions should
     apply:

     (i)  If following a Takeover the Company or a change in
          control of Chesapeake Corporation the Director's
          employment is terminated, except as set forth under
          Clause 14 or 15, or the Director resigns following
          the occurrence of:

          1)   a material adverse alteration in the nature of
               the Director's responsibilities or a material
               diminution in the Director's status; or
          2)   a material breach by the Company of any of the
               Terms herein; or
          3)   the assignment to the Director of any duties
               inconsistent with the position held by the
               Director immediately before the Takeover.

                               -11-

          4)   a requirement that the Director relocate his
               principal place of employment to a location
               that is at least 50 miles farther from his
               principal residence than his former principal
               place of employment.

          The Company shall forthwith compensate the Director
          by paying to him and he will accept as liquidated
          damages in full and final settlement of all the
          Director's claims arising from such termination a
          sum equivalent to three years average total gross
          remuneration, including salary, bonus, pension
          contributions and benefits in kind.

     (ii) For the purposes of this clause a Takeover is
          defined as arising if any person acquires, by a
          series of transactions or otherwise, shares of the
          Company which together with shares held or acquired
          by persons acting in consert (being the meaning or
          similar given to this expression in the City Code of
          Takeovers and Mergers) with that person carrying
          more than 50% of the voting rights.

20.  GRIEVANCE PROCEDURE

  If the Director wishes to obtain redress of any grievance
  relating to his Employment, or is dissatisfied with any
  reprimand, suspension, or other disciplinary step taken by
  the Company, he shall apply in writing to the Executive Vice
  President - Human Resources setting out the nature and
  details of any such grievance of dissatisfaction.  There are
  no special disciplinary rules which apply to the Director
  and any disciplinary matters affecting him will be dealt
  with by the Company's nominated officers.

21.  GOVERNING LAW/ARBITRATION

  This Agreement is governed by and shall be construed in
  accordance with the laws of Northern Ireland and the parties
  hereby submit to the jurisdiction of the Northern Ireland
  courts.

  IN WITNESS whereof this Agreement has been signed by or on
  behalf of the parties hereto the day and year first herein
  written.


Signed by Thomas H Johnson
On behalf of the Company


In the presence of:



Signed by Mark Ennis


In the presence of:

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