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BRITE VOICE SYSTEMS GROUP LIMITED  STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT
  1.
    
    Name of Employee:
    
    Francis Sherlock2.
    
    Place of Employment:
    
    Brite Voice Systems Group
Brite Court
Park Road, Gatley
Cheshire, SK8 4HZ.Or any other place of employment within the companys UK operations from
which the company reasonably requests you to conduct your employment.3.
    
    DutiesDuring the continuance of your employment, you shall perform such duties
and exercise such powers as shall from time to time be reasonably and
lawfully required of you in your position as Director of Customer Support;
Eastern Hemisphere or such other duties as may be required from time to time
and as may be within your skill and capability.In the performance of your obligations you are required at all times to obey such
instructions as may be given to you from time to time by the company and to comply with all
policies and procedures of the Company currently in force and all Company rules from time
to time.4.
    
    Date of commencement of employment:
    
    t.b.c.5.
    
    Date of continuous employment for the purposes of statutory continuity:n/a
 
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6.
    
    Hours of WorkYour basic hours of work will be 37.5 hours per week. Your normal working hours will be
subject to variation where necessary in the interest of the efficiency of the Company.At times it is necessary for all or some of the staff to work overtime and, consequently,
you will be expected and required to work such additional hours as are reasonable and
necessary in the interests of the Company; this is taken into consideration in determining
your conditions and level of salary.7.
    
    PayYour current salary and all particulars (including and changes) relating thereto are set
out in your itemized salary slips. Your salary is paid direct to your bank account, monthly
in arrears. Salaries are subject to annual review.8.
    
    ExpensesBrite re-imburses legitimate and approved business expenses as incurred and supported by
receipts in accordance with its established expense policy.9.
    
    Holidays(i)
    
    The holiday year runs from 1st January to 31st December and
holidays accrue pro-rata throughout this period. Holidays cannot be carried
forward after 31st December.(ii)
    
    The basic holiday for all staff is 33 days per year comprising of 25 days
or on a pro-rate basis of two days per complete calendar month worked plus 8
Statutory and Bank Holidays.(iii)
    
    After 10 years Company Service, 3 additional days holiday will be
granted. After 20 years Company Service a further 2 days making a total of 30 days
holiday plus 8 statutory and Bank Holidays.
 
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(iv)
    
    If at the date of leaving your employment with the company you have not taken
all your pro-rate holiday entitlement, you will normally receive payment in
lieu. Except in the case of dismissal for gross misconduct, if you have not
taken all your pro-rata holiday entitlement at the date of leaving your
employment with the Company, you will receive pay in lieu of such entitlement.
If you have taken more than your entitlement at the date of your leaving, you
will be obliged to re-pay wages paid for such excess period. If your employment
with the Company is terminated on the grounds of gross misconduct, you will not be
entitled to any accrued holiday pay.10.
    
    Sickness, Absence and Payment(i)
    
    Absence NotificationIn the event of your becoming unfit for work, you must notify the Company as
soon as possible on the first day of absence.When you return to work you will be required to complete the company
Self-Certificate Form. If you are absent for more than 7 days, you will be
required to obtain a Medical Certificate from your doctor and forward it to the
Human Resources Department. The above procedure must be followed in order to
qualify for Company Sick Pay.(ii)
    
    Sick PaySick pay is determined as the full basic salary of the employee.(iii)
    
    Duration(a)
    
    The period for which sickness payment will be made will depend upon
Service as follows:Less than one years service
    
    6 weeksOver 1 year, but less than 2 years service
    
    12 weeksOver 2 years, but less than 5 years service
    
    18 weeksOver 5 years service
    
    36 weeks
 
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(b)
    
    For the purpose of calculating service with the Company, the figure taken will
be the length of service as at April 1st in the appropriate year.(c)
    
    The periods of sick pay specified are related to a Tax year (April to
march). In cases where continuous periods of sickness run into two Tax Years the
total pay will not exceed the entitlement for the year on which the sickness
started; any separate period of illness in the second Tax Year will be eligible
for a new entitlement after a 6 week re-qualifying period.NoteWhere the absence due to sickness is attributable to the fault or negligence of a third
party, any payments by the company by way of sick pay will be treated as a loan. This
loan will be repayable if the employee is successful in action against a third party at
fault.(iv)
    
    Medical ExaminationIn the event of repeated or prolonged illness, or any question relating to your fitness
to carry out your work, you will agree to submit yourself to a Medical Examination at
company expense by a Medical Officer appointed by the Company.11.
    
    PensionsAfter successful completion of any agreed probationary period, you will be invited to
join the company subsidized pension scheme. The scheme is presented with Scottish
Equitable, and has an option to opt out of SERPS. Employee contributions vary between
4-6% dependent on age. Full details are available from the Human Resources Department
upon request.A separate in-service life insurance is provided by the company which provides death
benefits of 3 x basic salary plus 30% of salary pension payable to your spouse.12.
    
    DisciplineIn any organisation it is essential that certain rules and mutual responsibilities
exist for the smooth running of the Company as a whole.
 
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Your employment is subject to these rules. Any breach of the rules will lead to
disciplinary action as described in the Company Disciplinary Procedure.This document also describes your right to appeal against certain disciplinary action
taken against you.13.
    
    GrievancesAny grievances relating to your employment should be raised in the first instance with
your immediate Supervisor/Manager. If you have a grievance and you are dissatisfied
with the outcome, you have the right to appeal to a Director of the Company and you
have the right to be accompanied by an employee of your choice.14.
    
    Termination of Employment(i)
    
    The length of notice you require to give to terminate your employment
is 4 weeks unless you have been informed otherwise.(ii)
    
    The length of notice you are entitled to receive is as follows:-Length of continuous service
    
    Period of NoticeLess than 4 years
    
    4 weeks4-12 years
    
    1 week for each complete year of
continuous employment12 years and over
    
    12 weeks(iii)
    
    In the case of dismissal of gross misconduct, your employment may be
terminated by the Company forthwith without payment other than the arrears of
salary due.(iv)
    
    Upon termination of your employment you will hand over to the Company
before leaving the Companys service, any property of the Company in your
possession, including any Company vehicle, designs, drawings, data or any records
relating to the Companys activities.
 
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15.
    
    ConfidentiallyYou shall neither during your employment with the Company (save as required for the
proper performance of your duties) nor after termination of your employment howsoever
occasioned divulge to any person on any occasions any of the processes, intentions,
trade secrets, accounts, finances, dealings or other confidential information which you
may receive or obtain during your employment with the Company in relation to the
business of the Company or any of its customers or clients.16.
    
    InventionsEmployees engaged in a technical capacity will be required to sign the Companys
Standard Form of Agreement relative to Inventions, Patents etc. if the Company in its
absolute discretion considers this to be necessary.17.
    
    General1.
    
    Employees must not, without the written consent of the Company (which
would not be unreasonably withheld) directly or indirectly engage or be concerned
or interested in any other trade business or undertaking of any kind. This shall
not prelude the holding of shares in any Limited Company.2.
    
    Any changes in name, address or marital status must be notified
immediately to the Human Resources department at the Gatley offices.3.
    
    Brite has adopted a non-smoking policy which you will be expected to observe within the offices.
  
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