Prepared and filed by St Ives Burrups







EXHIBIT
  10.15

	 	 	 	 
	 	 DATED
    9 FEBRUARY 2004 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	ESPOTTING
    MEDIA (UK) LIMITED	 	 
	 	 	 	 
	 	and	 	 
	 	 	 	 
	 	SEBASTIAN
    BISHOP	 	 
	 	 	 	 
	 	and	 	 
	 	 	 	 
	 	FINDWHAT.COM	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
	 	 
	 	SERVICE
    AGREEMENT	 	 
	 	
	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Baker & McKenzie

100 New Bridge Street

London

EC4V 6JA

    Tel:
    020 7919 1000

Fax: 020 7919 1999

Ref: SCG/AAB 	 	 


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THIS AGREEMENT made the 9th day of February 2004



BETWEEN: 


	(1)	ESPOTTING MEDIA (UK) LIMITED whose registered office is at Southampton House, 317 High Holborn, London, WC1V 7NL (the “Company”);
	 	 
	(2)	SEBASTIAN BISHOP of Basement Flat, 11 Queensgate Terrace, London, SW7 5PR (the “Executive”); and
	 	 
	(3)	FINDWHAT.COM, 5220 Summerlin Commons Blvd., Ft. Myers FL 33907 (a Nevada Corporation) (the “Guarantor”).



NOW IT IS HEREBY AGREED that the Company shall employ the Executive and the Executive shall serve the Company as Senior Vice President and the Guarantor (which is at the date hereof the ultimate holding company of the Company) shall guarantee the obligations of the Company upon and subject to the following terms and conditions: 


	1	This Agreement
        shall be conditional on consummation of the merger between Who Merger
        Corp. and Espotting (Media) Inc. in accordance with the terms of the
        Amended and Restated Merger Agreement of even date herewith (the “Merger
        Agreement”) and shall have no force and effect and shall be deemed
        void ab
        initio if
        the Merger Agreement is terminated. This Agreement supersedes the agreement
        by and between the Executive, the Company and the Guarantor dated June
        17, 2003 (the “Original Agreement”) and the Original Agreement
        shall be of no force and effect. The employment of the Executive under
        this Agreement (the “Employment”) shall be from the Effective
    Time until the expiry of not less than:
	 	 
	1.1	eighteen
        (18) months from the Effective Time at which time the Employment shall
    automatically expire without any further action by the parties; or 
	 	 
	1.2	one month’s
    written notice served by the Executive on the Company; or
	 	 
	1.3	one month’s
        advance written notice served by the Executive on the Company for Good
    Reason (as defined in Clause 15.1.10 below). If the Executive validly terminates
        the Employment with Good Reason under this Clause 1.3, the Executive
    shall be entitled to receive:
	 	 


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	 	1.3.1	the earned
        but unpaid portion of his base salary for the period up to and including
    the Termination Date;
	 	 	 
	 	1.3.2	an amount
        equal to the portion of his base salary that he would have earned during
        the period from the Termination Date to the eighteen (18) month anniversary
    of the Effective Time.
	 	 	 
	 	1.3.3	any other
        amounts or benefits owing to Executive under any applicable employee
        benefit, long term incentive or equity plans and programmes of the Company
    in accordance with the terms of such plans and programmes;
	 	 	 
	 	1.3.4	any benefits,
        (including, without limitation health, life, disability and pension)
        which the Executive would have been eligible to receive as an employee
        of the Company for the period from the Termination Date to the eighteen
        (18) month anniversary of the Effective Time to the extent that that
        the Company is able to provide the Executive with such benefits after
        the Termination Date under the terms of the relevant schemes and the
        rules of the scheme provider. If any scheme provider (including but not
        limited to any insurance company refuses for any reason (whether based
        on its own interpretation of the terms of the relevant scheme or otherwise)
        to provide any such benefits to the Executive, the Company shall not
        be liable to provide any such benefits or any compensation in lieu thereof;
    or
	 	 	 
	1.4	[Reserved]
	 	 	 
	1.5	[Reserved.] 
	 	 	 
	1.6 	Clauses
        1.1 to 1.3 above are subject to the Company’s right to terminate
    the Employment earlier in accordance with Clause 12 below. 
	 	 	 
	1.7	The Executive’s
        period of continuous employment began on 12 April, 2000. This includes
    the Executive’s previous employment with the Company.  
	 	 


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	2.	The
      Executive shall perform his duties hereunder in the United Kingdom provided
      however that:
	 	 
	2.1	(without
      prejudice to the entitlement of the Company to require the Executive to
      travel in the course of his duties both within the United Kingdom and elsewhere)
      the Company shall not require the Executive to provide his services otherwise
      than from a base at the Company’s head office in London, unless it
      is in the best interests of the business of the Company that he does;
    
	 	 
	2.	before any
      decision is taken to request that the Executive provide his services elsewhere
      the Executive will first be given reasonable notice of the Company’s
      proposals and be allowed the opportunity to comment thereon; and
	 	 
	2.3
    	if after
      the foregoing consultation between the Company and the Executive the decision
      of the Company is that it is in the best interests of the Company’s
      business that the Executive provide his services elsewhere in the United
      Kingdom the Executive shall comply with that decision subject to the Company
      adequately compensating the Executive for all costs and expenses reasonably
      incurred by the Executive as a consequence of any resultant change in his
      place of residence up to a maximum of £10,000.
	 	 
	2.4	The Executive
      shall perform such duties as may be assigned to him by the Board of the
      Company and for such Associated Companies as may from time to time be designated
      by the Board of the Company.
	 	 
	3.	There are
      no fixed working hours applicable to the Executive’s employment under
      this Agreement. However, the Executive shall work such hours as are necessary
      for the proper performance of his duties of employment.
	 	 
	4.	The remuneration
      of the Executive shall be:
	 	 
	4.1	a
      fixed salary (which shall accrue from day to day) at the rate of US$360,000
      per annum payable by equal monthly instalments on the last day of every
      month; and
	 	 
	4.2	a
      bonus at such rate (if any) as may be decided from time to time by the Compensation
      Committee in its absolute discretion.


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	5.	The
      Company shall reimburse the Executive up to an amount of £1,500 per
      annum in respect of premiums paid by the Executive for private health insurance
      and travel insurance taken out by the Executive.
	 	 
	6.	The
      Company shall also pay or procure to be paid to the Executive all reasonable
      travelling, hotel and other expenses reasonably and properly incurred by
      him in or about the performance of his duties hereunder including any expenses
      incurred in attending general meetings of the Company or any Associated
      Company of which he is an executive or to which he is required to render
      services hereunder subject to the Company’s rules and policies relating
      to expenses.
	 	 
	7.	In
      the case of illness of the Executive or other cause incapacitating him from
      attending to his duties the Executive shall receive Company Sick Pay based
      on his normal salary during such absence for a maximum period of 120 days
      in any period of 12 months. Any Company Sick Pay due to the Executive under
      this Clause 7 shall be inclusive of any Statutory Sick Pay he may be eligible
      to receive and deductions will be made from his Company Sick Pay for any
      other State sickness benefits due to the Executive, as well as normal deductions
      for tax and national insurance contributions.
	 	 
	8.	During
      the continuance of his employment hereunder the Executive shall unless prevented
      by ill-health devote his whole time and attention to the business of the
      Company and its Associated Companies and shall do all in his power to promote,
      develop and extend the business of the Company and its Associated Companies
      and shall at all times and in all respects faithfully and diligently perform
      his duties hereunder and conform to and comply with the directions and regulations
      made by the CEO and/or President of the Company and also shall not without
      the previous consent of the Company in writing under the hand of an executive
      duly authorised by a resolution of the Board of the Company:
	 	 
	8.1	be
      engaged in any other business; or
	 	 
	8.2	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 Associated
      Companies provided always that nothing in this Clause 8 shall preclude the
      Executive from holding or being otherwise interested in any shares or other
      securities of any company which are



5
   









	 	 for
      the time being quoted on any recognised Stock Exchange so long as the interest
      of the Executive therein does not extend to more than one-hundredth part
      of the aggregate amount of such securities; 
	 	 
	8.3	(except
      in the proper course of his duties hereunder) either during or after the
      termination of the Employment use for his own purpose or those of any other
      person, company, business entity or other organisation, or disclose to any
      person, company business entity or other organisation any trade secret or
      secret manufacturing process of or any confidential information concerning
      the business or finances of the Company or of any of its dealings, transactions
      or affairs or any trade secret manufacturing process of or any such confidential
      information of any of its Associated Companies.
	 	 
	9.	The
      Executive shall (in addition to the usual public and bank holidays in England)
      be entitled to not less than six weeks’ holiday in each holiday year
      (the period from 1 January to 31 December). Holiday entitlement for one
      holiday year cannot be taken in subsequent holiday years. Failure to take
      holiday entitlement in the appropriate holiday year will lead to forfeiture
      of any accrued holiday not taken without any right to payment in lieu thereof.
	 	 
	10.	The
      Executive recognises that, whilst performing his duties for the Company,
      he will have access to and will come into contact with trade secrets and
      confidential information belonging to the Company or its Associated Companies
      and will obtain personal knowledge of and influence over customers and/or
      employees of the Company and its Associated Companies. The Executive therefore
      agrees that he will observe the obligations and restrictions set out in
      Clause 8 and Schedules 1 and 2 hereto and also agrees that the provisions
      contained or referred to Clause 8 and Schedules 1 and 2 are reasonable and
      necessary to protect the legitimate business interests of the Company and
      its Associated Companies both during and after the termination of his employment.
	 	 
	11.	If
      before the expiration of this Agreement the Employment shall be terminated
      by reason of the liquidation of the Company for the purpose of reconstruction
      or amalgamation and the Executive shall be offered employment with any concern
      or undertaking resulting from such reconstruction or amalgamation on terms
      and conditions not less favourable than the terms of this Agreement then
      the Executive


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	 	shall have
    no claim against the Company in respect of the termination of the Employment. 
	 	 
	12.
	Notwithstanding
        Clause 1 above, the Company may terminate the Employment without notice,
        or payment of salary in lieu of the unexpired fixed term, in the following
    circumstances:
	 	 
	12.1	commission
          by the Executive of a material and substantive act of theft, including,
          but not limited to, misappropriation of funds or any property of the
    Company; 

	 	 
	12.2	intentional
          engagement by the Executive in activities or conduct clearly injurious
          to the best interests or reputation of the Company which in fact results
    in material and substantial injury to the Company;  

	 	 
	12.3	refusal
        by the Executive to perform his assigned duties and responsibilities
        after receipt of a written detailed notice from the Company containing
    reasonable opportunity to cure;
	 	 
	12.4	gross insubordination
        by the Executive, which shall consist only of a wilful refusal to comply
        with a lawful written directive to the Executive issued pursuant to a
    duly authorised resolution adopted by the Board of the Company; 
	 	 
	12.5	the
          clear violation of any of the material terms and conditions of this
          Agreement or any written agreement or agreements the Executive may
          from time to time have with the Company, following 30 days’ written
          notice from the Company specifying the violation and Executive’s
    failure to cure such violation within such 30 day period;  

	 	 
	12.6	the Executive’s
        substantial dependence, as determined by the
        CEO and/or President of the Company in his absolute discretion, on alcohol
        or any narcotic drug or other controlled or illegal substance which materially
    and substantially prevents the Executive from performing his duties hereunder; 
	 	 
	12.7	  if
          the Executive shall, for an aggregate period of 120 days or more in
          any 52 consecutive weeks be incapable of performing his duties hereunder
          by reason of ill health or other incapacity (whether accidental or
    otherwise); or  

	 	 
	12.8	if the
    Executive shall be convicted of an indictable offence.
	 	 
	 	Any delay
        by the Company in exercising such right to termination shall not constitute
    a waiver thereof. 


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	12.9	The Executive
    agrees that the Company may at its absolute discretion:
	 	 	 
	12.9.1	 	require
        him not to attend at work and/or not to undertake all or any of his duties
    hereunder during the unexpired term of the Employment PROVIDED ALWAYS
    that the Company shall continue to pay the Executive’s salary and contractual
    benefits; and/or 
	 	 	 
	12.9.2	 	make
    a payment or payments (which may, at the Company’s absolute discretion,
    be paid in instalments) representing salary in lieu of the unexpired term
    of the Employment. For the avoidance of doubt, such payment or payments shall
    not include the value of any benefits, bonus/incentive, commission, or holiday
    entitlement which would have accrued to the Executive had he been employed
    until expiry of the fixed term of the Employment and, further, the Executive
    shall have no entitlement to such payment, or payments unless and until the
    Company notifies the Executive in writing of its decision to make such a
    payment or payments to him. 

	 	 	 
	13.	Upon
        termination howsoever of this Agreement the Executive shall at any time
        or from time to time thereafter upon the request of the Company resign
        without claim for compensation from office as a Director of the Company
        and such offices held by him in any Associated Companies as may be so
        requested (without prejudice to any claim in respect of the wrongful
        termination or breach by the Company of this Agreement) and in event
        of his failure to do so forthwith upon request 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 Associated Companies of which the Executive is at
    the material time an executive or other officer.
	 	 	 
	14.	If
        the Executive has any grievance relating to his employment with the Company,
        he should raise it with the CEO of the Guarantor and thereafter (if the
        matter is not resolved) with the Board of the Guarantor. In such a case
    the Board of the Guarantor


8







	 	will deal
        with the matter by discussion and majority decision of those present
        and voting (but without the Executive being entitled to vote on that
    issue if applicable). 
	 	 
	14.1	In
          consideration of the Executive entering into this Agreement with the
          Company (and for other good and valuable consideration, the receipt
          and adequacy whereof is hereby acknowledged), the Guarantor hereby
          unconditionally guarantees to the Executive the payment when due of
          all contractual sums payable now or in the future to the Executive
          by the Company under this Agreement or in connection herewith and undertakes
          with the Executive that, if and whenever the Company shall be in default
          in the payment of any sum whatsoever under this Agreement or in connection
    herewith, the Guarantor will on demand pay such sum.  

	 	 
	14.2 	The
        Guarantor hereby unconditionally agrees as a separate, continuing and
        primary obligation to indemnify the Executive on demand should any amount
        due under Clause 14.1 not be recoverable on the basis of a guarantee
    for any reason whatsoever. 
	 	 
	14.3	 The
        Guarantor’s liability under this Agreement shall not be discharged or
        impaired by (i) any unilateral amendment to or variation of this Agreement,
        or (ii) any release of or granting of time or any other indulgence to
        the Company or any third party, or (iii) any other act, event or omission
        which would or might but for this Clause 14 operate to impair or discharge
    the Guarantor’s liability hereunder.
	 	 
	14.4	Without
        prejudice to Clause 14.3 above, any release, compromise or discharge
        of the obligations of the Guarantor under this Agreement shall be deemed
        to be made subject to the condition that it will be void if any payment
        or security which the Executive may receive or have received is set aside
    or proves invalid for whatever reason.
	 	 
	14.5	  Until
          all amounts which may be or become payable by the Company under this
          Agreement or in connection herewith have been irrevocably paid in full,
          the Guarantor shall not by virtue of any payment made by it hereunder
          or otherwise exercise any right of set-off or counterclaim against
          the Company or be subrogated to any rights, security or moneys held,
          received or receivable by the Executive or be entitled to any right
          of contribution in respect of any payment made or moneys received on
    account of the Guarantor’s liability hereunder.  



9









	15.	In
    this Agreement:
	 	 	 	 
	15.1	Unless
        the context otherwise requires the following expressions shall have the
    meanings following:
	 	 	 	 
	15.1.1	 	“Affiliate” shall
        mean an affiliate of the Company, as defined in Rule 12b-2 promulgated
        under Section 12 of the Securities Exchange Act of 1934, as amended from
    time to time (the “Exchange Act”).
	 	 	 	 
	15.1.2	 	“Associated
        Company” includes any firm, company, corporation or other organisation
    :
	 	 	 	 
	 	 	(a)	which is
    directly or indirectly controlled by the Company; or
	 	 	 	 
	 	 	(b)	which directly
    or indirectly controls the Company; or
	 	 	 	 
	 	 	(c)	which is
        directly or indirectly controlled by a third party who also directly
    or indirectly controls the Company; or
	 	 	 	 
	 	 	(d)	of which
        the Company or any other Associated Company owns or has a beneficial
        interest in 20% or more of the issued share capital or 20% or more of
    its capital assets; or
	 	 	 	 
	 	 	(e)	which is
        the successor in title or assign of the firms, companies, corporations
    or other organisations referred to above.
	 	 	 	 
	15.1.3	 	“Beneficial
        Owner” shall have the meaning set forth in Rule 13d-3 under U.S. Securities
    Exchange Act of 1934.
	 	 	 	 
	15.1.4	 	“Board
        of the Company” means the Board of Directors for the time being
    of the Company.
	 	 	 	 
	15.1.5	 	“Board
        of the Guarantor” means the Board of Directors for the time being
    of the Guarantor.
	 	 	 	 
	15.1.6	 	[Reserved]


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	15.1.7	 	“company” means a body corporate, wherever incorporated.
	 	 	 	 
	15.1.8	 	“Compensation
       Committee” means the Compensation Committee of the Board of the Company.
	 	 	 	 
	15.1.9	 	“Effective
    Time” has the meaning given to such term in the Merger Agreement.
	 	 	 	 
	15.1.10	 	“Good Reason” means:
	 	 	 	 
	 	 	(i)	a change
      in the Executive’s title(s), status, position or responsibilities
      without the Executive’s written consent and in contravention of this
      Agreement, which does not represent a promotion from his existing status,
      position or responsibilities from the Effective Time, despite the Executive’s
      written notice to the Company of his objection to such change and the Company’s
      failure to address such notice in a reasonable fashion within 30 days of
    such notice;
	 	 	 	 
	 	 	(ii)	the assignment
      to the Executive of any duties or responsibilities which are inconsistent
      with his status, position or responsibilities and in contravention of this
      Agreement despite the Executive’s written notice to the Company of
      his objection to such change and the Company’s failure to address
    such notice in a reasonable fashion within 30 days of such notice;
	 	 	 	 
	 	 	(iii)	if there
    is a reduction in the Executive’s base salary;
	 	 	 	 
	 	 	(iv)	a breach
    by the Company of any material term or provision of this Agreement;
	 	 	 	 
	 	 	(v)	the failure
      of the Guarantor, or if the Guarantor adopts a holding company structure,
      the parent company of the Guarantor, to appoint the Executive as Senior
      Vice President of the Company within ten days after the Effective Time,
      or if after such appointment, without the Executive’s written consent,
    there is a change in the Executive’s title,



11









	 	 	 	status,
        position or responsibilities with the Company which does not represent
        a promotion, despite the Executive’s written notice to the Guarantor
        of his objection to such change and the Guarantor’s failure to address
    such notice in a reasonable fashion within 30 days of such notice.
	 	 	 	 
	15.1.11	 	“Merger
        Agreement” means the merger agreement between the Guarantor, Who
    Merger Corp. and Espotting Media Inc. dated the same date as this Agreement;
	 	 	 	 
	15.1.12	 	“Person” shall
        mean any person, company business organisation or other entity except
        that such term shall not include (1) the Company, (2) a trustee or other
        fiduciary holding securities under any employee benefit plan of the Company,
        (3) an underwriter temporarily holding securities pursuant to an offering
        of such securities or (4) a corporation owned, directly or indirectly,
        by the stockholders of the Company in substantially the same proportions
    as their ownership of shares of common stock of the Company.
	 	 	 	 
	15.1.13	 	“subsidiary” means
        a subsidiary (as defined by Section 736 Companies Act 1985) for the time
    being of the Company;
	 	 	 	 
	15.1.14	 	“Termination
        Date” shall mean the date upon which the Executive’s employment
    with the Company terminates.
	 	 	 	 
	16.	Any
        notice to be given hereunder may be served (a) in the case of a notice
        to the Company by first class post addressed to its Registered Office
        for the time being (b) in the case of the Executive, either to him personally
        or by first class post to his last known address or (c) in the case of
        a notice to the Guarantor by post to its principal place of business
        marked for the attention of the CEO. Notices served by post under this
        Agreement shall be deemed served on the second business day after the
        date of posting. For the purposes of this Agreement, "business day" means
        a day on which banks are open for business in the place of both the posting
    and the address of the notice.


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	17.	The various
      provisions and sub-provisions of this Agreement and Schedule 1 and 2 attached
      hereto are severable and if any provision or sub-provision is held to be
      unenforceable by any court of competent jurisdiction then such unenforceability
      shall not affect the enforceability of the remaining provisions or sub-provisions
      in this Agreement or Schedule 1 and 2.
	 	 
	18.	Any reference
      to a statutory provision shall be deemed to include a reference to any statutory
      modification or re-enactment of the same.
	 	 
	19.	Any amount
      specified in this Agreement as payable to the Executive is subject to deduction
      of tax and national insurance contributions as from time to time required
      by law.
	 	 
	20.	The provisions
      of Schedules 1 and 2 and any additional terms endorsed in writing by or
      on behalf of the parties hereto shall be read and construed as part of this
      Agreement and shall be enforceable accordingly.
	 	 
	21.	The benefit
      of each agreement and obligation of the Executive under Clause 8 and Schedules
      1 and 2 hereto of this Agreement may be assigned to and enforced by all
      successors and assigns of the Company and its Associated Companies and such
      agreements and obligations shall operate and remain binding notwithstanding
      the termination of this Agreement.
	 	 
	22.	This Agreement
      cancels and is in substitution for all previous letters of engagement, agreements
      and arrangements (whether oral or in writing) relating to the subject-matter
      hereof between the Company and the Executive all of which shall be deemed
      to have been terminated by mutual consent from the Effective Time. This
      Agreement constitutes the
      entire terms and conditions of the Executive’s employment and no waiver
      or modification thereof shall be valid unless in writing, signed by the
      parties and only to the extent therein set forth.
	 	 
	23.	This Agreement
      is governed by and construed in accordance with the laws of England. The
      parties hereto submit to the exclusive jurisdiction of the English Courts.
    



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	SIGNED AND
      DELIVERED AS A DEED	)	 	 	 	 
	by
      ESPOTTING
      MEDIA (UK) LIMITED acting)	 	 	 
	by two duly
      authorised officers: 	)	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	Director	/s/
      Daniel Ishag	 
	 	 	 	 	 	 
	 	 	 	Director/Secretary	/s/ Jonathan
      Bunis	 
	 	 	 	 	 	 
	SIGNED AND
      DELIVERED AS A DEED 	)	 	 	 	 
	by SEBASTIAN
      BISHOP 	)	 	/s/ Sebastian
      Bishop	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	in the presence
      of:- 	 	 	 	 	 
	 	 	 	 	 	 
	Witness:
      	 	Sophie McGrath	 	 	 
	 	 	 	 	 	 
	Signature
      	 	/s/
      Sophie McGrath 	 	 
	 	 	 	 	 	 
	Name 	 	Sophie McGrath	 	 	 
	 	 	 	 	 	 
	Address
      	 	11/98
      Chepstow Rd., Notting Hill, W25QP	 
	 	 	 	 	 	 
	Occupation
      	 	Solicitor	 	 	 
	 	 	 	 	 	 
	SIGNED AND
      DELIVERED AS A DEED	)	 	 	 	 
	by FINDWHAT.COM
      	)	 	 	 	 
	acting by
      two duly authorised officers: 	)	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	/s/ Craig
      H. Pisaris-Henderson	 	Director	 	 	 
	 	 	 	 	 	 
	/s/ Phillip
      R. Thune	 	Director/Secretary	 	 	 



14










 SCHEDULE
  1

	1.	Non-Competition
	 	 
	 	The Executive
      hereby agrees that he shall not (without the consent in writing of the Board
      of the Company) for the Relevant Period in the Prohibited Area and whether
      on his own behalf or in conjunction with or on behalf of any other person,
      firm, company or other organisation, (and whether as an employee, director,
      principal, agent, consultant or in any other capacity whatsoever,) in competition
      with the Company be directly or indirectly (i) employed or engaged in, or
      (ii) perform services in respect of, or (iii) be otherwise concerned with:-
	 	 
	1.1	the research
      into, development, manufacture, supply or marketing of any product which
      is of the same or similar type to any product researched, or developed,
      or manufactured, or supplied, or marketed by the Company during the twelve
      months immediately preceding the Termination Date; 
	 	 
	1.2	the development
      or provision of any services (including but not limited to technical and
      product support, or consultancy or customer services) which are of the same
      or similar type to any services provided by the Company during the twelve
      months immediately preceding the Termination Date;
	 	 
	 	PROVIDED
      ALWAYS that the provisions of this paragraph 1 shall apply only in respect
      of products or services with which the Executive was either personally concerned
      or for which he was responsible whilst employed by the Company during the
      twelve months immediately preceding the Termination Date.
	 	 
	2.	Non-Solicitation
      of Customers
	 	 
	 	The Executive
      hereby agrees that he shall not for the Relevant Period whether on his own
      behalf or in conjunction with or on behalf of any person, company, business
      entity or other organisation (and whether as an employee, director, principal,
      agent, consultant or in any other capacity whatsoever), directly or indirectly
      (i) solicit or, (ii) assist in soliciting, or (iii) accept, or (iv) facilitate
      the acceptance of, or (v) deal with, in competition with the Company, the
      custom or business of any Customer or Prospective Customer :-










	2.1	with whom
        the Executive has had material contact or dealings on behalf of the Company
        during the twelve months immediately preceding the Termination Date;
    or
	 	 
	2.2	for whom
        the Executive was, in a client management capacity on behalf of the Company,
        directly responsible during the twelve months immediately preceding the
    Termination Date.
	 	 
	3.	Non-Solicitation
    of Employees
	 	 
	 	The Executive
        hereby agrees that he will not for the Relevant Period either on his
        own behalf or in conjunction with or on behalf of any other person, company,
        business entity, or other organisation (and whether as an employee, principal,
    agent, consultant or in any other capacity whatsoever), directly or indirectly:-
	 	 
	3.1	(i) induce,
        or (ii) solicit, or (iii) entice or (iv) procure, any person who is a
        Company Employee to leave the employment of the Company or any Associated
    Company employment (as applicable);
	 	 
	3.2	be personally
        involved to a material extent in (i) accepting into employment or (ii)
        otherwise engaging or using the services of, any person who is a Company
    Employee.
	 	 


	4.	Interference
    with Suppliers
	 	 
	 	The Executive
   hereby agrees that he shall not, whether on his own behalf or in conjunction
   with or on behalf of any person, company, business entity or other organisation,
   (and whether as an employee, director, agent, principal, consultant or in
   any other capacity whatsoever), directly or indirectly (i) for the Relevant
   Period and (ii) in
       relation to any contract or arrangement which the Company has with any
       Supplier for the exclusive supply of goods or services to the Company
       and/or to their Associated Company, for the duration of such contract
       or arrangement:



 









	4.1	interfere
    with the supply of goods or services to the Company from any Supplier;
	 	 
	4.2	induce
        any Supplier of goods or services to the Company to cease or decline
    to supply such goods or services in the future.
	 	 
	5.	Return
    of Company Property
	 	 
	 	On termination
        of his employment with the Company the Executive shall forthwith return
        to the Company in accordance with its instructions all equipment, correspondence,
        records, specifications, software, models, notes, reports and other documents
        and any copies thereof and any other property belonging to the Company
        (or any Associated Company) (including but not limited to keys, credit
        cards, equipment and passes) which are in his possession or under his
        control. The Executive shall, if so required by the Company, confirm
    in writing his compliance with his obligations under this paragraph 5.
	 	 
	6.	Holding
    out
	 	 
	 	The Executive
        agrees that he will not at any time after the termination of his employment
        represent himself as still having any connection with the Company or
        any Associated Company, save as a former employee for the purpose of
        communicating with prospective employers or complying with any applicable
    statutory requirements.
	 	 
	7.	Associated
    Companies
	 	 
	7.1	The provisions
        of paragraphs 7.2 and 7.3 below shall only apply in respect of those
        Associated Companies (i) to whom the Executive gave his services, or
        (ii) for whom he was responsible, or (iii) with whom he was otherwise
        concerned, in the twelve months immediately preceding the Termination
    Date.
	 	 
	7.2	Paragraphs
        1, 2, 3, 4 and 8 in this Schedule 1 shall apply as though references
        to each Associated Company were substituted for references to the Company.
        The obligations undertaken by the Executive pursuant to this Schedule
    1 shall, with respect
        to each Associated Company, constitute a separate and distinct covenant
        and the invalidity or unenforceability of any such covenant shall not
        affect the validity or enforceability of the covenants in favour of the
    Company or any other Associated Company.


 









	7.3	In relation
        to each Associated Company referred to in paragraphs 7.1 and 7.2 above,
        the Company contracts as trustees and agent for the benefit of each such
        Associated Company. The Executive agrees that, if required to do so by
        the Company, he will enter into covenants in the same terms as those
        set out in paragraphs 1, 2, 3, 4 and 8 hereof directly with all or any
        of such Associated Companies, mutatis mutandis. If the Executive fails,
        within 7 days of receiving such a request from the Company, to sign the
        necessary documents to give effect to the foregoing, the Company shall
        be entitled, and are hereby irrevocably and unconditionally authorised
        by the Executive, to execute all such documents as are required to give
    effect to the foregoing, on his behalf.
	 	 
	8.	Definitions
	 	 
	 	For the
        purposes of this Schedule 1, the following words and cognate expressions
    shall have the meanings set out below:
	 	 
	8.1	“Associated
        Company”, “Board of the Company”, and “Company” shall have the meanings
        set out in the Agreement attached hereto, and shall include their successors
    in title and assigns (as applicable).
	 	 
	8.2	“Company
    Employee” means any person who was employed by (i) the Company or (ii) any
    Associated Company, for at least 3 months prior to and on the Termination
    Date and
	 	 	 
	8.2.1	 	with whom
        the Executive had material contact or dealings in performing his duties
    of his employment; and


 








	8.2.2	 	 
      who had material contact with customers or suppliers of the Company in performing
      his or her duties of employment for the Company or any Associated Company
      (as applicable); or  
	 	 	 	 
	8.2.3	 	 
      who was a member of the middle or senior management team of the Company
      or any Associated Company (as applicable); or  
	 	 	 	 
	8.3	 "Customer"
      shall mean any person, firm, company or other organisation whatsoever to
      whom the Company has supplied goods or services.  
	 	 	 	 
	8.4
      	"Prohibited
      Area" means: 
	 	 	 	 
	8.4.1	 	the
      United Kingdom; 
	 	 	 	 
	8.4.2	 	any
      other country in the world where, on the Termination Date, the Company develops,
      sells, supplies, manufactures or researches its products or services or
      where the Company is intending within 3 months following the Termination
      Date to develop, sell, supply or manufacture its products or services and
      in respect of which the Executive has been responsible (whether alone or
      jointly with others), concerned or active on behalf of the Company during
      any part of the twelve months immediately preceding the Termination Date.
       
	 	 	 	 
	8.5	 "Prospective
      Customer" shall mean any person, firm, company or other organisation with
      whom the Company has had any negotiations or material discussions regarding
      the possible supply of goods or services by the Company.  
	 	 	 	 
	8.6	The
      "Relevant Period" shall mean: 
	 	 	 	 
	8.6.1	 	in
      relation to paragraph 1 the lesser of:- 
	 	 	 	 
	8.6.1.1
      	 	 	the six
      months immediately following the Termination Date; 
	 	 	 	 










	8.6.1.2	 	 	the period
      specified in sub-para 8.6.1.1 above less
      the number of days on which the Executive has been required by the Company
      (pursuant to Clause 12.9.1) both not to attend at work and not to perform
      any duties of employment. 
	 	 	 	 
	8.6.2	 	in
      relation to paragraphs 2, 3 and 4 the lesser of:- 
	 	 	 	 
	8.6.2.1	 	 	the twelve
      months immediately following the Termination Date; 
	 	 	 	 
	8.6.2.2	 	 	the period
      specified in sub-para 8.6.2.1 above less
      the number of days on which the Executive has been required by the Company
      (pursuant to Clause 12.9.1) both not to attend at work and not to perform
      any duties of employment.
	 	 	 	 
	8.7	"Supplier"
      means any person, company, business entity or other organisation whatsoever
      who: 
	 	 	 	 
	8.7.1	 	has
        supplied goods or services to the Company during any part of the twelve
        months immediately preceding the Termination Date; or 

	 	 	 	 
	8.7.2	 	has
      agreed prior to the Termination Date to supply goods or services to the
      Company to commence at any time in the twelve months following the Termination
      Date; or 
	 	 	 	 
	8.7.3	 	as
      at the Termination Date, supplies goods or services to the Company under
      an exclusive contract or arrangement between that Supplier and the Company.
      
	 	 	 	 
	8.8	 	"Termination
      Date" shall have the meaning set out in Clause 15.1.14 of the Agreement.
      









 SCHEDULE
  2 

	1. 	All records,
      documents, papers (including copies and summaries thereof), works and any
      other intellectual property and related rights (“Works”) made
      or acquired by the Executive in the course of his employment with the Company
      shall, together with all the worldwide right, title and interest in all
      the Works, be and at all times remain the absolute property of the Company. 
      
	 	 
	2.

        	The Executive
      hereby irrevocably and unconditionally waives all rights granted by Chapter
      IV of Part I of the Copyright, Designs and Patents Act 1988 that vest in
      him (whether before, on or after the date hereof) in connection with him
      authorship of any copyright works in the course of his employment with the
      Company, wherever in the world enforceable, including without limitation
      the right to be identified as the author of any such works and the right
      not to have any such works subjected to derogatory treatment. 
      
	 	 
	3. 	The Company
      and the Executive acknowledge and accept the provisions of Sections 39 to
      42 of the Patents Act 1977 ("the Act") relating to the ownership of employees’
      inventions and the compensation of employees for certain inventions respectively
	 	 
	4.

        	The Executive
      acknowledges and agrees that, by virtue of the nature of his duties and
      the responsibilities arising, he has a special obligation to further the
      interests of the Company within the meaning of Section 39(1)(b) of the Act. 
	 	 
	5. 	Any invention,
      development, process, plan, design, formula, specification, programme or
      any other matter or work whatsoever, including but not limited to any applications
      to protect such matter or works (collectively "the Inventions") made, developed
      or discovered by the Executive, either alone or in concert, during the course
      of the Executive’s duties of employment for the Company shall forthwith
      be disclosed to the Company and, subject to Section 39 of the Act, shall
      belong to and be the absolute property of the Company. 










	6.	The
      Executive shall at the request and cost of the Company (and notwithstanding
      the termination of his employment) sign and execute all such documents and
      do all such acts as the Company may reasonably require:
	 	 	 
	6.1.1	 	 to absolutely
      vest the full right, title and interest in and to the Works hereby assigned
      in the Company;  
	 	 	 
	6.1.2	 	 to apply
      for and obtain in the sole names of the Company alone (unless the Company
      shall otherwise direct) patent, registered design, or other protection of
      any nature whatsoever in respect of the Inventions and/or Works in any country
      throughout the world and, when so obtained or vested, to renew and maintain
      the same (“Registered Rights”);  
	 	 	 
	6.1.3 
       	 	 to resist
      any objection or opposition to obtaining, and any petitions or applications
      for revocation of, any Registered Rights; 
	 	 	 
	6.1.4 
       	 	 to bring
      any proceedings for infringement of any Registered Rights; and  
	 	 	 
	6.1.5 
       	 	 otherwise
      to give effect to the assignments, waivers and licences contemplated under
      this paragraph 6.  
	 	 	 
	6.2 	The
      Company shall decide, in its sole discretion, when and whether to apply
      for patent, registered design or other protection in respect of the Inventions
      and reserves the right to work any of the Inventions as a secret process
      in which event the Executive shall observe the obligations relating to confidential
      information which are contained in Clause 8 of this Agreement.  
	 	 	 
	6.3 	 For
      the purposes of this Schedule, to the extent that they are not defined herein,
      all definitions shall have the meanings set out in the Agreement attached
      hereto.