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                                                                   Exhibit 10.40

                              DATED            2002
                            -------------------------


                      H N GOFF, GP HARVEY AND H L WILLIAMS         (1)
                                       and

                                   DDI EUROPE                      (2)


                      -------------------------------------

                                    TAX DEED

                    Relating to the sale and purchase of the
                   whole of the issued share capital of Lunar
                     Solutions Limited and its subsidiaries

                      -------------------------------------


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                                    CONTENTS
                                    --------
                                    CONTENTS
                                    --------


1   Interpretation .......................................................   1
2   Sellers' Covenant ....................................................   1
3   Restriction of Sellers' Liability ....................................   2
4   Credit for Tax Savings ...............................................   5
5   No Disclosures .......................................................   6
6   No Withholdings or Deductions ........................................   6
7   Tax on Payments ......................................................   6
8   Date for Payment .....................................................   6
9   Interest on Late Payments ............................................   7
10  Price Reduction ......................................................   7
11  Procedure for Tax Claims .............................................   7
12  Overprovision ........................................................   8
13  THIRD PARTY RECOVERY .................................................   9
14  Purchaser's covenant .................................................  10
15  Corporation Tax Returns ..............................................  10
16  Access to Books and Records ..........................................  11
17  Notices ..............................................................  11
18  Releases, Waivers etc by the Purchaser ...............................  12
19  Alterations ..........................................................  13
20  Counterparts .........................................................  13
21  Successors and Assigns ...............................................  13
22  Applicable Law and Submission to Jurisdiction ........................  13
23  Address for Service ..................................................  14

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THIS DEED is made on                                       2002 BETWEEN:

(1)  THE PERSONS whose respective names and addresses are set out in schedule 1
     ("the Sellers"); and

(2)  DDi Europe Ltd (registered in England number 3731403) having its registered
     office at Green Lane Business Park, Green Lane, Tewkesbury,
     Gloucestershire, GL20 8DN ("the Purchaser").

WHEREAS this Deed is entered into pursuant to the Agreement as defined below

IT IS AGREED as follows:

1    Interpretation
     --------------

1.1  The provisions of Schedule 2 (Interpretation) of the Agreement shall apply
     for the purposes interpretation and construction of this Deed and the
     schedules (which form part of this Deed).

2    Sellers' Covenant
     -----------------

2.1  Subject to the provisions of clause 3, the Sellers hereby jointly and
     severally covenant with the Purchaser to pay to the Purchaser an amount
     equal to:

     (a)  any Actual Tax Liability of any member of the Group:

          (i)   arising as a consequence of or by reference to one or more
                Events which occurred on or before Completion; or

          (ii)  arising in respect of or by reference to any income profits or
                gains which were earned accrued or received on or before
                Completion or in respect of a period ended on or before
                Completion; or

          (iii) arising or assessed as a consequence of the failure of a
                Relevant Person at any time to pay Tax;

     (b)  any Notional Tax Liability of any member of the Group;

     (c)  any liability of any member of the Group to pay or repay an amount in
          respect of Tax:

          (i)   under any agreement or arrangements relating to the surrender of
                group relief advance corporation tax or tax refund entered into
                on or before Completion; or

          (ii)  under any indemnity or covenant entered into on or before
                Completion;

     (d)  any Actual Tax Liability of any member of the Group or the Purchaser
          in respect of inheritance tax which:

          (i)   is at Completion a charge on any of the shares or assets of any
                member of the Group or gives rise to a power to sell mortgage or
                charge any of

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                the shares or assets of a Group member; or

          (ii)  after Completion becomes a charge on or gives rise to a power to
                sell mortgage or charge any of the shares or assets of any
                member of the Group being an Actual Tax Liability arising as a
                result of the death of any person within seven years after a
                transfer of value (or a deemed transfer of value) if a charge on
                or power to sell mortgage or charge any such shares or assets
                would, if the death had occurred immediately before Completion
                and the inheritance tax payable as a result thereof had not been
                paid, have existed at Completion; or

         (iii)  arises as a result of a transfer of value occurring or being
                deemed to occur on or before Completion (whether or not in
                conjunction with the death of any person whenever occurring)
                which increased or decreased the value of the estate of any
                member of the Group;

     (e)  any reasonable costs and expenses reasonably and properly incurred by
          the Purchaser and/or any member of the Group in connection with:

          (i)   any liability or amount for which the Sellers are liable under
                any of clauses 2.1(a) to 2.1(d) inclusive, including the costs
                and expenses of investigating assessing or contesting any Tax
                Claim in respect thereof; or

          (ii)  taking any action, including the defence of any Tax Claim, at
                the request or direction of the Sellers; or

          (iii) any successful claim by the Purchaser under this Deed.

3    Restriction of Sellers' Liability
     ---------------------------------

3.1  The provisions of paragraphs 2 (Time Limits) of schedule 5 (Limitations on
     Liability) of the Agreement shall apply to this Deed as if the same were
     set out herein in full and the liability of the Sellers under this Deed
     shall be limited or excluded accordingly.

3.2  The covenant contained in clause 2 shall not extend to any Tax Liability to
     the extent that:

     (a)  such Tax Liability was paid or discharged on or before Completion and
          such payment or discharge was reflected in the Accounts; or

     (b)  provision reserve or specific allowance in respect of that Tax
          Liability was made in the Accounts; or

     (c)  such Tax Liability arises or is increased as a result only of any
          change in Tax Legislation or of any increase in rates of Tax or of any
          change in the published practice or concession of any Tax Authority
          (in each case) announced after Completion which has retrospective
          effect; or

     (d)  such Tax Liability arises in consequence of an Event which has
          occurred since the Accounts Date and before Completion in the ordinary
          course of business of any member of the Group; or

                                       2

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     (e)  such Tax Liability arises or is increased or any provision or reserve
          in respect of the Tax Liability in the Accounts is insufficient as a
          result of any change after Completion in the bases, methods or
          policies of accounting of any member of the Group; other than where
          such change was made in order to comply with the law or generally
          accepted accounting principles; or

     (f)  such Tax Liability arises as a result of any claim, election,
          surrender or disclaimer made or notice or consent given, after
          Completion (other than one, the making, giving or doing of which was
          taken into account in computing any provision for Tax in the Last
          Accounts) under, or in connection with the provisions of any enctment
          or regulation relating to Tax by the Purchaser the Group or any member
          of the group of companies to which the Purchaser belongs; or

     (g)  such Tax Liability arises as a result of the failure or omission by
          the Purchaser the Group or any member of the group of companies to
          which the Purchaser belongs to make any claim election, surrender or
          disclaimer or give any notice or consent or do any other thing under
          or in connection with the provision of any enactment or regulation
          relating to Tax at Completion where the making, giving or doing of
          which was taken into account in computing any provision in the
          Accounts and the Purchasers are aware, or ought reasonably to have
          been aware, that such claim, election, surrender or disclaimer or the
          giving of such notice or consent was so taken into account; or

     (h)  such Tax Liability arises or is not reduced or eliminated (as it
          otherwise would have been) as a result of any act, omission,
          transaction or arrangement whatsoever carried out at the written
          request or the written approval of the Purchaser or any member of the
          group of companies to which the Purchaser belongs prior to Completion
          or pursuant to the Agreement or any documents referred to in the
          Agreement; or

     (i)  such Tax Liability arises or is increased or any provision or reserve
          in respect thereof as is mentioned in clause 3.2(b) above is
          insufficient as a consequence of any failure or delay by the Purchaser
          or the Group in complying with their obligations under this Deed or
          the Agreement; or

     (j)  the income, profits or gains in respect of which the Tax Liability
          arises were actually earned, accrued or received by the Group prior to
          the Last Accounts Date but were not reflected in the Last Accounts and
          provided the income, profit or gain has not been distributed in any
          way prior to Completion; or

     (k)  the Tax Liability would not have arisen but for a cessation or any
          change on or after Completion in the nature or conduct of any trade
          carried out by the Group at Completion; or

     (l)  such Tax Liability has been made good by insurers or otherwise
          compensated for without cost to the Purchaser or the Group; or

     (m)  such Tax Liability arises or is increased by virtue of the Group's
          average rate of corporation tax increasing as a result of becoming a
          member of the Purchaser's group; or

                                       3

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     (n)  any relief is available to the Group to set against or otherwise
          mitigate the Tax Liability (other than any Accounts Relief or New
          Relief); or

     (o)  such Tax Liability would not have arisen but for any voluntary act,
          omission or transaction carried out after Completion by the Purchaser
          or any member of the Group provided that this clause 3.2(e) shall not
          apply to any act or transaction:

          (i)   required by law or carried out or effected by any member of the
                Group pursuant to a legally binding commitment created or
                entered into before Completion; or

          (ii)  which consists of communicating information to any Tax Authority
                where the Purchaser is legally obliged to do so; or

          (iii) carried out or effected any member of the Group in the ordinary
                course of its business.

3.3  None of the following shall be regarded for the purposes of clause 3.2(d)
     and 3.2(o) as an Event which has occurred in the ordinary course of
     business of the Company:

     (a)  an Event giving rise to a liability under Part XVII ICTA 1988 (tax
          avoidance);

     (b)  a distribution within the meaning given by Part VI ICTA 1988 (company
          distributions, tax credits etc.) or within Section 418 ICTA 1988
          (expenses treated as distributions);

     (c)  an acquisition or deemed acquisition by or supply or deemed supply to
          any member of the Group of assets goods services or business
          facilities of any kind (including a loan of money or a letting hiring
          or licensing of any tangible or intangible property) for a
          consideration which is treated for the purposes of Tax as less than
          the actual consideration, to the extent of the shortfall;

     (d)  a disposal or supply or deemed disposal or supply by any member of the
          Group of assets goods services or business facilities of any kind
          (including a loan of money or letting hiring or licensing of any
          tangible or intangible property) for a consideration which is treated
          for the purposes of Tax as greater than the actual consideration, to
          the extent of the excess;

     (e)  an Event which results in any member of the Group being liable for Tax
          for which it is not primarily liable;

     (f)  an Event in respect of which an Actual Tax Liability arises as a
          result of a failure by any member of the Group to deduct or account
          for Tax;

     (g)  a disposal or deemed disposal of capital assets;

     (h)  any member of the Group ceasing or being deemed to cease to be a
          member of any group or associated with any other company for the
          purposes of Tax;

     (i)  any other Event which gives rise to a Tax Liability on deemed (as
          opposed to actual) income profits or gains;

                                       4

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     (j)  an Event giving rise to a balancing charge.

4    Credit for Tax Savings

4.1  For the purposes of this clause 4:

     (a)  "Prior Liability" means a Tax Liability of any member of the Group in
          respect of which the Sellers have made payment to the Purchaser under
          this Deed;

     (b)  "Tax Saving" means the reduction or elimination on or before the
          seventh anniversary of this Deed of any Tax Liability of any member of
          the Group to the extent that such reduction or elimination would not
          have occurred but for the payment or discharge by that Group member of
          a Prior Liability; and

     (c)  any member of the Group shall be regarded as obtaining the benefit of
          a Tax Saving on the last day on which (but for the Relief giving rise
          to the Tax Saving) it would have been obliged to make an actual
          payment of Tax in order to avoid incurring a liability to interest or
          a charge fine or penalty in respect of that Tax.

4.2  The Purchaser shall use its reasonable endeavours to procure that the
     benefit of any Tax Saving is obtained as early as possible provided that
     nothing in this clause 4 shall require the Purchaser or any member of the
     Group to manage their tax affairs in a way which, in the reasonable opinion
     of the Purchaser, would prevent optimum use of any Reliefs available.

4.3  If the Purchaser becomes aware that a Tax Saving has arisen it will notify
     the Sellers as soon as practicable. If (at the cost and expense of the
     Sellers) the auditors for the time being of the relevant member of the
     Group certify that such Group member has obtained the benefit of a Tax
     Saving, then the Purchaser shall repay to the Sellers an amount equal to
     the lesser of:

     (a)  the amount of such Tax Saving (as certified by the auditors); and

     (b)  (to the extent not already refunded) the amount(s) previously paid by
          Sellers to the Purchaser under this Deed in respect of the Prior
          Liability in question.

4.4  To the extent that there is an excess after payment under clause 4.3 above
     has been made a refund shall be made to the Sellers of any previous payment
     or payments by the Sellers under this Deed or the Agreement and not
     previously refunded under clause 4.3 above up to the amount of such excess.

4.5  To the extent that the excess referred to in clause 4.4 is not exhausted
     under that clause 4.4 the remainder of that excess shall be carried forward
     and set off against any future payment or payments which become due from
     the Sellers under this Deed or the Agreement.

4.6  The amount of any Tax Saving (or the Relief giving rise to such Tax Saving)
     shall not be increased by:

     (a)  any Accounts Relief ; or


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     (b)  any surrender or claim to surrender any amount by way of group relief,
          surplus advance corporation tax or tax refund; or

     (c)  any change in Tax Legislation or rates of Tax announced after
          Completion.

5    No Disclosures
     --------------

5.1  Subject to the foregoing provisions of this Deed, the Purchaser shall be
     entitled to make a claim under this Deed in respect of a Tax Liability
     notwithstanding that:

     (a)  the Purchaser had knowledge (whether actual constructive or implied)
          on or before Completion of that Tax Liability (or the matter giving
          rise to the Tax Liability); or

     (b)  such Tax Liability has been paid or discharged by any member of the
          Group whether before or after Completion but in any event after the
          Accounts Date.

6    No Withholdings or Deductions
     -----------------------------

6.1  Save only as may be required by law all sums payable by the Sellers to the
     Purchaser under this Deed shall be paid free and clear of all deductions or
     withholdings whatsoever.

6.2  If any deductions or withholdings are required by law to be made from any
     payment under this Deed, the Sellers shall pay to the Purchaser such sum as
     will, after the deduction or withholding has been made, leave the Purchaser
     with the same amount as it would have been entitled to receive in the
     absence of any such requirement to make a deduction or withholding.

7    Tax on Payments
     ---------------

7.1  Subject to clause 21.4, if any sum payable by the Sellers to the Purchaser
     under this Deed (including without limitation any sum payable under this
     clause 7) is (or but for the availability of any Relief would be) subject
     to an Actual Tax Liability in the hands of the Purchaser, the Sellers shall
     pay to the Purchaser such sum as would have been required to be paid under
     clause 6.2 had that Actual Tax Liability been a deduction or withholding
     from the sum payable by the Sellers.

8    Date for Payment
     ----------------

8.1  Where the Sellers become liable to make a payment pursuant to the
     provisions of this Deed, the due date for the making of that payment in
     cleared funds shall be the date falling five business days after the date
     on which the Purchaser or the relevant Group member has notified the
     Sellers of the amount of the payment required to be made or, if later:

     (a)  in the case of an Actual Tax Liability, on or before the second
          business day prior to the last date on which the payment of Tax in
          question may be paid to the relevant Tax Authority in order to avoid
          incurring a liability to interest or a charge fine or penalty in
          respect of that Actual Tax Liability; or

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     (b)  in the case of the loss or set off of a right to repayment of Tax
          within paragraphs 1, 2 or 4 of schedule 3, the date on which the
          repayment would have been received but for such loss or set off;

     (c)  in the case of the set off of a Relief (other than a right to
          repayment of Tax) within paragraphs 2 to 5 inclusive of schedule 3,
          the last date on which, but for the set off, the Actual Tax Liability
          which would have been payable could have been paid to the relevant Tax
          Authority in order to avoid incurring a liability to interest or a
          charge fine or penalty in respect of that Actual Tax Liability;

     (d)  in the case of any liability within clause 2.1(c), the second business
          day prior to the date on which the payment or repayment becomes due
          and payable.

8.2  The Sellers may at their own expense require the amount of any payment
     required to be made under this Deed to be certified by the auditors for the
     time being of the relevant member of the Group (acting as experts and not
     as arbitrators) and the amount so certified shall (save for manifest error)
     be conclusive and binding on the parties.

9    Interest on Late Payments
     -------------------------

9.1  If any payment required to be made by the Sellers under this Deed is not
     made by the due date for payment thereof, then that payment shall carry
     interest from that due date until the date when the payment is actually
     made at the rate of two per cent. above the base rate from time to time of
     Lloyds TSB Bank Plc compounded quarterly.

10   Price Reduction
     ---------------

10.1 Any payment made by the Sellers under this Deed shall (so far as possible)
     be treated as a reduction in the consideration paid for the Sale Shares
     provided that nothing in this clause 10 shall limit or exclude the
     liability of the Sellers under this Deed.

11   Procedure for Tax Claims
     ------------------------

11.1 If the Purchaser shall become aware of any Tax Claim which is likely to
     give rise to a liability of the Sellers under this Deed the Purchaser shall
     as soon as reasonably practicable and in any event, in the case where the
     Tax Claim consists of an assessment or demand for which the period for
     response or appeal is time limited within ten Business Days prior to the
     expiry of such time limit give notice thereof to the Sellers but so that
     such notice shall not be a condition precedent to the liability of the
     Sellers hereunder.

11.2 If the Sellers shall indemnify the relevant Group member and the Purchaser
     to the Purchaser's reasonable satisfaction against all losses costs damages
     and expenses (including interest on overdue Tax) which may be incurred
     thereby the Purchaser shall (and shall procure that the relevant Group
     member shall) in accordance with any reasonable instructions of the Sellers
     promptly given by notice to the Purchaser and that Group member (but
     subject to clause 11.2(a) to 11.2(c) inclusive) seek to avoid dispute
     resist appeal compromise or defend such Tax Claim provided always that:

     (a)  no Group member shall be obliged to appeal against any assessment for
          Tax

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          raised on it if, having given the Sellers notice of the receipt of
          that assessment, it has not within fifteen days thereafter received
          instructions from the Sellers, in accordance with the preceding
          provisions of this clause 11.2, to make that appeal;

     (b)  the Purchaser and that Group member shall not be obliged to comply
          with any instruction of the Sellers which involves contesting any
          assessment for Tax before any court or other appellate body (excluding
          the Tax Authority in question) unless the Sellers furnish the
          Purchaser with the written opinion of tax counsel of at least six
          years' call to the effect that an appeal against the assessment for
          Tax in question will, on the balance of probabilities, be won;

     (c)  the Purchaser and that Group member shall not in any event be obliged
          to comply with any instruction of the Sellers to make a settlement or
          compromise of the Tax Claim which is the subject of the dispute or
          agree any matter in the conduct of such dispute which is likely
          materially to increase the amount thereof or to increase the future
          liability of any Group member or of the Purchaser in respect of Tax.

11.3 If any of the Sellers or, before Completion, a Group member shall have
     committed acts or omissions which constitute fraud or negligent conduct
     clause 11.2 shall not apply.

12   Overprovision
     -------------

12.1 If before the sixth anniversary of Completion the auditors for the time
     being of the Group certify (at the request and expense of the Sellers)
     that:

     (a)  any provision for Tax in the Accounts (excluding any provision for
          deferred tax) has proved to be an overprovision; or

     (b)  the amount by which any right to repayment of Tax which has been
          treated as an asset in the Accounts proves to have been understated;

     then the amount of such overprovision or understatement ("Relevant Amount")
     shall be dealt with in accordance with paragraph 12.2 below provided that
     no account shall be taken of any overprovision or understatement to the
     extent that it arises as a consequence of the utilisation of any Accounts
     Relief or any action taken by the Group after Completion or any change in
     law or practice after Completion.

12.2 Where it is certified under paragraph 12.1 of this Part that a Relevant
     Amount has arisen such Relevant Amount is to be dealt with in accordance
     with this paragraph 12.2:

     (a)  the Relevant Amount shall first be set off against any payment due
          from the Sellers under this Deed or the Agreement;

     (b)  to the extent that there is an excess, a refund shall be made to the
          Sellers of any previous payment or payments made by the Sellers under
          this Deed or the Agreement and not previously refunded under this
          clause up to the amount of

                                       8

<PAGE>

          such excess; and

     (c)  to the extent that the excess referred to in paragraph 12.2(b) above
          is not exhausted under that clause, the remainder of that excess shall
          be carried forward and set off against any future payment or payments
          which become due from the Sellers under this Deed or the Agreement.

12.3 Where any such certification as is mentioned in paragraph 12.1 above has
     been made, the Sellers or the Purchaser or the Group may request that the
     auditors for the time being of the Group review (at the expense of the
     party so requesting) such certification in the light of all relevant
     circumstances, including any facts which have become known only since such
     certification, and to certify whether such certification remains correct or
     whether in the light of those circumstances the amount which was the
     subject of such certification should be amended.

12.4 If the auditors certify under paragraph 12.3 above that an amount
     previously certified should be amended, that amended amount shall be
     substituted for the purposes of paragraph 12.2 above as the Relevant Amount
     in respect of the certification in question in place of the amount
     originally certified, and such adjusting payment (if any) as may be
     required by virtue of the above-mentioned substitution shall be made as
     soon as practicable by the Sellers or (as the case may be) to the Sellers

13   THIRD PARTY RECOVERY
     --------------------

13.1 This clause 13 applies where if, before the sixth anniversary of
     Completion, any payment becomes due from the Sellers under this Deed or the
     Agreement and the Group either is immediately or subsequently becomes
     entitled to recover from any person (not being a member of the Group or an
     employee of the Group but including any Tax Authority) any sum in respect
     of the Tax Liability.

13.2 Where clause 13.1 applies, the Purchaser shall procure that the Group
     promptly notifies the Sellers of its entitlement and, if so required by the
     Sellers and subject to the Purchaser and the Group being indemnified by the
     Sellers to their reasonable satisfaction against any liabilities, costs or
     expenses (including additional Tax) which may thereby be incurred, takes
     all steps to enforce that recovery (keeping the Sellers fully informed of
     the progress of any action taken).

13.3 If the Sellers have made a payment under Deed or the Agreement in respect
     of the Tax Liability in question, the Purchaser shall account to the
     Sellers for whichever is the lesser of:

     (a)  any sum so recovered by the Group in respect of that Tax Liability
          (including any interest or repayment supplement paid by the Tax
          Authority or other person on or in respect thereof) less any Tax
          chargeable on the Group in respect of that interest and all
          liabilities and costs and expenses referred to in paragraph 13.2 above
          incurred by the Group and/or the Purchaser in obtaining recovery of
          such sum insofar as not previously made good to the Group or the
          Purchaser (as appropriate) by the Sellers; and

     (b)  the amount paid by the Sellers under this Deed or the Agreement in
          respect of

                                       9

<PAGE>

          that Tax. Liability.

14   Purchaser's covenant
     --------------------

14.1 The Purchaser hereby covenants with the Sellers to pay the Sellers an
     amount equal to any Tax for which the Sellers are or may be liable as a
     result of the application of section 767A or section 767AA Taxes Act
     (change in company ownership: corporation tax) where the taxpayer company
     or the transferred company (as defined in section 767A(1)(a) and section
     767AA(1)(a) respectively) is the Group together with any reasonable costs
     and expenses reasonably and properly incurred by the Sellers in connection
     with taking any successful action under this clause but only in
     circumstances where the Tax is directly or primarily chargeable against or
     attributable to the Group and arises:

     (a)  in respect of income profits or gains earned, accrued or received in
          respect of any period after Completion; or

     (b)  as a result of the failure of the Purchaser or the Group to apply an
          amount provided for in the Accounts or an amount paid by the Sellers
          to the Purchaser under this Deed to discharge a liability to which the
          amount relates.

14.2 A payment to be made by the Purchaser under this Deed shall be made in
     cleared funds seven days after written demand for such payment.

     Where the Purchaser fails to make a payment in satisfaction of a liability
     under this Deed by the due date for payment, the liability of the Purchaser
     shall be increased to include interest on such sum from the date on which
     the Purchaser becomes liable to make payment to the date of actual payment
     at a rate per annum being two per cent above the base rate from time to
     time of Lloyds TSB Bank Plc compounded quarterly

15   Corporation Tax Returns
     -----------------------

15.1 In this clause 15:

     (a)  "the Agents" means PKF Birmingham or such other firm of chartered
          accountants as may be agreed between the parties from time to time for
          the purposes of this clause 15;

     (b)  "Relevant Returns" means the corporation tax returns and computations
          of a Group member in respect of periods ended on or before the
          Accounts Date to the extent these have not already been finalised or
          submitted;

     (c)  "Relevant Correspondence" means all documents, correspondence and
          communications relating to the Relevant Returns which shall be
          received from or sent to the Inland Revenue; and

     (d)  "Sellers' Representative" means H N Goff.

15.2 The Purchaser shall procure that each Group member retains or appoints the
     Agents to act on behalf of the Group in respect of the preparation,
     submission and agreement of

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<PAGE>

     the Relevant Returns and to deal with all Relevant Correspondence.

15.3 The parties shall each use their reasonable endeavours to procure that the
     Agents shall:

     (a)  prepare the Relevant Returns to the extent that the same shall not
          have been prepared before the date hereof; and

     (b)  submit drafts of the same to the Sellers' Representative, the
          Purchaser and the relevant Group member on or before 30 November 2002.

15.4 The Sellers' Representative may by notice in writing to the Purchaser on or
     before 31 December 2002 comment on or suggest amendments to the Relevant
     Returns. The Purchaser shall procure that the Agents shall incorporate in
     the Relevant Returns those comments on and amendments to the Relevant
     Returns suggested by the Sellers' Representative, as the Purchaser shall
     consider reasonable and proper to make.

15.5 The parties shall each use their reasonable endeavours to procure that the
     Agents shall:

     (a)  submit the Relevant Returns (as so amended) to the Inland Revenue and
          provide copies to the Sellers' Representative, the relevant Group
          member and Purchaser; and

     (b)  keep the Sellers' Representative, the relevant Group member and the
          Purchaser fully informed of all material matters relating to the
          submission, negotiation and agreement of the Relevant Returns
          (including provision of copies of all Relevant Correspondence).

16   Access to Books and Records
     ---------------------------

16.1 The Purchaser shall (and shall procure that the relevant Group member and
     its agents) provide to the Sellers and the Sellers shall (and shall procure
     that their agents) provide to the Purchaser and the relevant Group member
     such reasonable access to relevant books, accounts and records in their
     respective possession or control as is necessary and reasonable:

     (a)  to investigate, assess, or, subject to clause 11.2, to contest any Tax
          Claim; or

     (b)  to submit and agree Relevant Returns in accordance with clause 15.

17   Notices
     -------

17.1 Except as otherwise provided in this Deed, every notice under this Deed
     shall be in writing and shall be deemed to be duly given if it (or the
     envelope containing it) identifies the party to whom it is intended to be
     given as the addressee and:

     (a)  it is delivered by being handed personally to the addressee (or, where
          the addressee is a corporation, any one of its Directors or its
          Secretary); or

     (b)  it is delivered by being left in a letter box or other appropriate
          place for the receipt of letters at the addressee's authorised
          address; or

                                       11

<PAGE>

     (c)  the envelope containing the notice is properly addressed to the
          addressee at his authorised address and duly posted by first class
          mail or recorded delivery service (or by airmail registered post if
          overseas) or the notice is duly transmitted to that address by
          facsimile transmission,

and, in proving the giving or service of such notice, it shall be sufficient to
prove that the notice was duly given within the meaning of this clause 17.1.

17.2 A notice sent by post (or the envelope containing it) shall not be deemed
     to be duly posted for the purposes of clause 17.1(c) unless it is put into
     the post properly stamped or with all postal or other charges in respect of
     it otherwise prepaid.

17.3 For the purposes of this clause 17 the authorised address of each of the
     Sellers shall be the address of the Sellers' Solicitors or (in the case of
     notices transmitted by facsimile transmission) the facsimile number (if
     any) of the Sellers' Solicitors and the authorised address of
     (respectively) the Purchaser and each Group member shall be the address of
     its registered office for the time being or (in the case of notices
     transmitted by facsimile transmission) its facsimile number at that
     address.

17.4 Any notice duly given within the meaning of clause 17.1 shall be deemed to
     have been both given and received:

     (a)  if it is delivered in accordance with clause 17.1(a) or 17.1(b), on
          such delivery;

     (b)  if it is duly posted or transmitted in accordance with clause 17.1(c)
          by any of the methods there specified, on the second (or, when sent
          airmail, fifth) business day after the day of posting or (in the case
          of a notice transmitted by facsimile transmission) upon receipt by the
          sender of the correct transmission report.

17.5 For the purposes of this clause 17 "notice" shall include any request,
     demand, instructions or other document.

18   Releases, Waivers etc by the Purchaser
     --------------------------------------

18.1 The Purchaser may, in its discretion, in whole or in part release, compound
     or compromise, or waive its rights or grant time or indulgence in respect
     of any liability to it under this Deed and may do so as regards any one or
     more of the Sellers under that liability without in any way prejudicing or
     affecting the liability of or its rights against any other of the Sellers
     in respect of the same or a like liability, whether joint and several or
     otherwise.

18.2 Neither the single or partial exercise or temporary or partial waiver by
     the Purchaser of any right, nor the failure by the Purchaser to exercise in
     whole or in part any right or to insist on the strict performance of any
     provision of this Deed, nor the discontinuance, abandonment or adverse
     determination of any proceedings taken by the Purchaser to enforce any
     right or any such provision shall (except for the period or to the extent
     covered by any such temporary or partial waiver) operate as a waiver of, or
     preclude any exercise or enforcement or (as the case may be) further or
     other exercise or enforcement by the Purchaser of, that or any other right
     or provision.

18.3 All references in clause 18.2 to:

                                       12

<PAGE>

     (a)  any right shall include any power, right or remedy conferred by this
          Deed on, or provided by law or otherwise available to, the Purchaser;
          and

     (b)  any failure to do something shall include any delay in doing it.

18.4 The giving by the Purchaser of any consent to any act which by the terms of
     this Deed requires such consent shall not prejudice the right of the
     Purchaser to withhold or give consent to the doing of any similar act.

18.5 If any Seller shall for any reason not be liable hereunder or be released
     by the Purchaser from any such liability, the other Sellers shall remain
     liable in full in respect of such liability notwithstanding and without
     prejudice to their right to a contribution.

18.6 The rights and remedies of the Purchaser provided in this Deed are
     cumulative with and not exclusive of any rights and remedies provided by
     law.

18.7 The provisions of Section 213 of the Inheritance Tax Act 1984 shall not
     apply to any payments falling to be made under this Deed.

19   Alterations
     -----------

19.1 No purported alteration of this Deed shall be effective unless it is in
     writing, refers specifically to this Deed and is duly executed by each
     party hereto.

20   Counterparts
     ------------

20.1 This Deed may be entered into in the form of two or more counterparts each
     executed by one or more of the parties but, taken together, executed by all
     and, provided that all the parties so enter into the Deed, each of the
     executed counterparts, when duly exchanged or delivered, shall be deemed to
     be an original, but, taken together, they shall constitute one instrument.

21   Successors and Assigns
     ----------------------

21.1 This Deed shall be binding on and shall ensure for the benefit of the
     successors in title and personal representatives of each party.

21.2 None of the parties hereto shall be entitled to assign the benefit of any
     rights under this Deed.

21.3 The benefit of this Deed shall be freely assignable by the Purchaser and,
     in the event of any such assignment, all references in this Deed to the
     Purchaser shall be deemed to include its assigns.

21.4 If an assignee makes a claim against the Sellers under any provision of
     this Deed, then clauses 7 or 6.2 of this Deed shall not apply to such claim
     or to any sums payable by the Sellers pursuant to such claim.

22   Applicable Law and Submission to Jurisdiction
     ---------------------------------------------

22.1 This Deed shall be governed by and construed in accordance with English
     Law.

                                       13

<PAGE>

22.2 The parties hereby submit to the non-exclusive jurisdiction of the High
     Court of Justice in England for the purpose of hearing and determining any
     suit, action or proceedings which may arise out of or in connection with
     this Deed.

23   Address for Service
     -------------------

23.1 Each Seller ("the appointor") hereby irrevocably authorises and appoints
     the Sellers' Solicitors (or such other person or persons, being a firm of
     solicitors resident in England, as the appointor may hereafter as regards
     himself by notice in writing to all the other parties hereto from time to
     time substitute) to accept on his behalf service of all legal process
     arising out of or connected with this Deed.

23.2 Service of such process on the person for the time being authorised under
     clause 23.1 to accept it on behalf of the appointor shall be deemed to be
     service of that process on the appointor.


IN WITNESS whereof this Deed has been duly executed the day and year first
before written

                                       14

<PAGE>

                                   Schedule 1
                                   ----------

                                   The Sellers
                                   -----------

================================================================================
Name                              Address
--------------------------------------------------------------------------------
Howard Nigel Goff                 8 St Michael's Close, Brinkworth, Marlbrough,
                                  Wilts, SN15 5QG
--------------------------------------------------------------------------------
Geoffrey Peter Harvey             Paddock Gate, Tin Pitt, Marlbrough, Wilts, SN8
                                  1BD
--------------------------------------------------------------------------------
Heather Louise Williams           The Garden Appartment, 6 Henrietta Street,
                                  Bath, BA2 6LL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

================================================================================


                                       15

<PAGE>


                                   Schedule 2
                                   ----------

                                    The Group
                                    ---------

================================================================================
Name                    Registered Number     Registered Office
--------------------------------------------------------------------------------
Lunar Solutions Ltd     3906322               Beversbrook Centre, Redman Road,
                                              Calne, Wiltshire, SN11 9PR
--------------------------------------------------------------------------------
Kamtronics Ltd          1583316               Pacific House, Beversbrook Centre,
                                              Redman Road, Calne, Wiltshire,
                                              SN11 9PR
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

================================================================================


                                       16

<PAGE>

                                   Schedule 3
                                   ----------

                            Notional Tax Liabilities
                            ------------------------

================================================================================
               (1)                                      (2)
--------------------------------------------------------------------------------
1 The loss of any Accounts Relief.        1.1  If the Accounts Relief lost
                                               was a right to repayment of
                                               Tax, the amount of the repayment
                                               which would have been obtained
                                               but for the loss;

                                          1.2  If the Accounts Relief lost was
                                               a deduction from or set off
                                               against Tax, the amount of the
                                               Accounts Relief lost;

                                          1.3  If the Accounts Relief lost was
                                               a deduction from or set off
                                               against income profits or gains,
                                               the amount of Tax which would
                                               (on the basis of rates of Tax
                                               current at the date of the loss
                                               and assuming income profits or
                                               gains chargeable to Tax of an
                                               amount equal to the Accounts
                                               Relief) have been saved but for
                                               the loss.
--------------------------------------------------------------------------------
2 The setting off of any Accounts         2.1  If the Accounts Relief was a
  Relief against an Actual Tax                 right to repayment of Tax,
  Liability of a Group member in               the amount of the repayment
  respect of which, but for such               which would have been
  setting off, the Purchaser would             obtained but for the setting
  have been able to make a claim               off;
  against the Sellers under this
  Deed.
                                          2.2  In any other case, the amount of
                                               the Accounts Relief set off.
--------------------------------------------------------------------------------

3 The setting off of any Accounts         3    The amount of Tax which has been
  Relief against income, profits               saved in consequence of the
  or gains in circumstances where,             setting off of the Accounts
  but for such setting off, a                  Relief.
  Group member would have had a
  Actual Tax Liability in respect
  of which the Purchaser would
  have been able to make a claim
  against the Sellers under this
  Deed.
================================================================================


                                       17

<PAGE>

================================================================================
4 The setting off of a New Relief         4.1  If the New Relief was a right
  against an Actual Tax Liability              to repayment of Tax, the amount
  of a Group member in respect of              of the repayment which would
  which, but for such setting off,             have been obtained but for the
  the Purchaser would have been                setting off;
  able to make a claim against the
  Sellers under this Deed.                4.2  In any other case, the amount
                                               of the New Relief set off.
--------------------------------------------------------------------------------
5 The setting off of a New Relief         5    The amount of Tax which has been
  against income, profits or gains             saved in consequence of the
  of a Group member in circumstances           setting off of the New Relief.
  where, but for such setting off, a
  Group member would have had an
  Actual Tax Liability in respect of
  which the Purchaser would have been
  able to make a claim against the
  Sellers under this Deed.
================================================================================

                                       18

<PAGE>

                                   Schedule 4
                                   ----------

                                 Interpretation
                                 --------------

1    In this Deed and in the schedules (which are part of this Deed) unless the
     context otherwise requires:

     (a)  "Accounts" means the statutory accounts of each of the Company and the
          Subsidary as at the Accounts Date for the financial period ended on
          the Accounts Date;

     (b)  "Accounts Date" means 31 March 2002;

     (c)  "Accounts Relief" means any Relief where the availability of the
          Relief has been:

          (i)  shown or treated as an asset in the Accounts; or

          (ii) taken into account in computing (and so reducing) any provision
               for deferred tax in the Accounts or has resulted in no provision
               for deferred tax being made in the Accounts;

     (d)  "Actual Tax Liability" means a liability to make an actual payment of,
          or of an amount in respect of, Tax whether or not such liability is
          also or alternatively a liability of or chargeable against or
          attributable to any other person [and whether or not a Group member
          shall or may have a right of recovery or reimbursement against any
          other person];

     (e)  "the Agreement" means the Agreement dated [     ] 2002 and made
          between the Sellers (1) and the Purchaser (2);

     (f)  "Business Day" means a day (other than Saturday) when banks are open
          for the transaction of normal banking business in London;

     (g)  "Event" means any event act transaction action or omission (whether or
          not a Group member is a party thereto) and includes (without
          limitation) the sale of the Sale Shares pursuant to the Agreement, any
          change in the residence of any person for the purposes of Tax, the
          death of any person, the receipt or accrual of any income profits or
          gains, any distribution, any transfer payment loan or advance, and any
          event which is deemed to have occurred or is treated or regarded as
          having occurred for the purposes of Tax Legislation;

     (h)  "Group" means the companies whose names registered numbers and
          registered offices are set out in schedule 2;

     (i)  "ICTA 1988" means the Income and Corporation Taxes Act 1988;

     (j)  "income profits or gains" means income profits or gains (including
          capital gains) of any description or from any source and income
          profits or gains which are deemed to be earned accrued or received for
          the purposes of any Tax;

                                       19

<PAGE>

     (k)  "loss" means in relation to an Accounts Relief, the reduction
          modification claw-back counter-action disallowance or cancellation of
          or failure to obtain such Accounts Relief and "lost" shall be
          construed accordingly;

          and "lost" shall be construed accordingly;

     (l)  "New Relief" means any Relief which arises:

          (i)   as a result of any Event occurring after the Accounts Date; or

          (ii)  in respect of any period commencing on or after the Accounts
                Date;

     (m)  "Next Accounts" means the audited statutory accounts of each member of
          the Group in respect of the period beginning on 1 April 2002;

     (n)  "Notional Tax Liability" means, in relation to a Group member, an
          amount calculated as provided in column (2) of schedule 3 in the
          circumstances specified opposite in column (1) of schedule 3;

     (o)  "Relevant Person" means each of the Sellers and any person (except the
          Purchaser or any member of the Group):

          (i)   who before Completion was a member of the same group of
                companies as a Group member for any Tax purpose ("Group
                Person"); or

          (ii)  with whom, before Completion, a Group member or, at any time,
                any of the Sellers or a Group Person is connected (within the
                meaning of section 839 ICTA 1988); or

          (iii) any person who stands or has stood in a direct or indirect
                relationship with a Group member at any time before Completion
                such that failure by such person at any time to pay Tax could
                result in an assessment on that Group member under section 767A
                or section 767AA ICTA 1988;

     (p)  "Relief" means any loss, relief, allowance, exemption, set-off,
          deduction, credit, right to repayment, or other relief available in
          relation to Tax or to the computation of income profits or gains for
          the purposes of Tax pursuant to Tax Legislation or otherwise;

     (q)  "schedule" means a schedule to this Deed;

     (r)  "set off" means, in relation to an Accounts Relief, the set off of the
          Relief taken into account in the Next Accounts which is equivalent to
          such Relief;

     (s)  "Tax" means:

          (i)   all forms of tax duties imposts and levies in the nature of tax
                whenever created or imposed and whether of the United Kingdom or
                elsewhere including (without limitation) corporation tax,
                advance corporation tax, income tax, any tax or amount
                equivalent to tax required to be deducted or withheld from or
                accounted for in respect of any payment, capital gains tax, any
                payment under section 601(2) ICTA 1988,

                                       20

<PAGE>

               inheritance tax, value added tax, landfill tax, stamp duty, stamp
               duty reserve tax, customs & excise duties, national insurance,
               social security or similar contributions and any other taxes
               levies duties charges or imposts similar to corresponding with or
               replaced by any of the foregoing; and

          (ii) all penalties fines charges surcharges and interest in relation
               to any tax within paragraph (i) or to any return or information
               required to be provided for the purposes of any such tax;

     (t)  "Tax Authority" means the Inland Revenue, HM Customs & Excise or other
          governmental statutory state provincial or local government authority,
          body or official (whether within or outside the United Kingdom)
          involved in the assessment, collection or administration of Tax;

     (u)  "Tax Claim" means any notice demand assessment letter or other
          document issued or action taken by or on behalf of any Tax Authority
          (whether before, on or after the date of this Deed) from which it
          appears that a Tax Liability is to be or may come to be imposed on any
          Group member or that a Group member is liable or is sought to be made
          liable to make any payment or increased or further payment to such Tax
          Authority or is denied or is sought to be denied any Relief (in whole
          or in part);

     (v)  "Tax Legislation" means any statute, enactment, law or regulation
          providing for the imposition of Tax;

     (w)  "Tax Liability" means, in relation to any Group member, an Actual Tax
          Liability or a Notional Tax Liability.

2    Reference to an Event occurring on or before Completion shall be deemed to
     include:

     (a)  any combination of two or more Events all of which shall have occurred
          on or before Completion; and

     (b)  any combination of two or more Events only the first or some of which
          shall have occurred on or before Completion provided that, for the
          purposes of this paragraph 2(b), there shall be disregarded any Event
          which shall have occurred before Completion in the ordinary course of
          business of a Group member; and

     (c)  any Event which is treated or deemed to occur on or before Completion
          for the purposes of any Tax.

3    In determining for the purposes of this Deed whether a charge on or power
     to sell mortgage or charge any of the shares or assets of any Group member
     exists at any time the fact that any Tax is not yet payable or may be paid
     by instalments shall be disregarded and such Tax shall be treated as
     becoming due and the charge or power to sell mortgage or charge as arising
     on the date of the transfer of value or other Event on or in respect of
     which it becomes payable or arises.

4    For the purposes of this Deed, where a document (other than a document
     which has ceased to have legal effect) to which a member of the Group is a
     party and in the


                                       21

<PAGE>

     enforcement of which the member of the Group is interested is not (or is
     not properly) stamped, the stamp duty (together with any accrued interest
     and/or penalties) required to be paid in order that such document be fully
     and properly stamped shall, notwithstanding that a Group member may be
     under no legal obligation to stamp that document, be treated as a liability
     of that Group member arising on the date when the document was executed and
     "Actual Tax Liability" shall be construed accordingly.

5    A reference to any enactment shall be constructed as including a reference
     to:

     (a)  any enactment which that enactment has directly or indirectly replaced
          (whether with or without modification); and

     (b)  that enactment as re-enacted, replaced or modified from time to time,
          whether before, on or after the date hereof

     and in this paragraph 5 "enactment" means any statute or statutory
     provision (whether of the United Kingdom or elsewhere), subordinate
     legislation, as defined by section 21(1) Interpretation Act 1978, and any
     other subordinate legislation made under any such statute or statutory
     provision.

6    References to the singular (including references to defined terms) shall
     include references to the plural and vice versa, words denoting the
     masculine gender shall include the feminine and neuter gender and vice
     versa and references to persons shall include corporations and vice versa.

7    Words defined in or for the purposes of the Agreement shall bear the same
     meanings in this Deed.

8    Words and expressions defined in or for the purposes of any Tax Legislation
     shall bear the same meanings in this Deed.

9    Any English term for any action remedy method of judicial proceeding legal
     document legal status court official or any legal concept or thing shall in
     respect of any jurisdiction other than England be deemed to include what
     most nearly approximates in that jurisdiction to the English legal term.

10   The expressions "the Sellers" and "the Purchaser" shall include the
     respective personal representatives and successors in title and assigns
     from time to time of those parties.

11   The headings (and summaries in parentheses of the scope of any statutory
     provision) are inserted for convenience only and shall not affect the
     construction of this Deed or the schedules.

                                       22

<PAGE>


SIGNED AS A DEED by
the said                    )    /s/ GEOFFREY PETER HARVEY (AS ATTORNEY)
HOWARD NIGEL GOFF           )    ------------------------------------------
in the presence of:         )    /s/ FIONA PASCALE EYRE
                                 ------------------------------------------

SIGNED AS A DEED by         )    /s/ GEOFFREY PETER HARVEY
the said                    )    ------------------------------------------
GEOFFREY PETER HARVEY       )
in the presence of:         )    /s/ FIONA PASCALE EYRE
                                 ------------------------------------------

SIGNED AS A DEED by
the said                    )    /s/ HEATHER LOUISE WILLIAMS
HEATHER LOUISE WILLIAMS     )    ------------------------------------------
in the presence of:         )    /S/ FIONA PASCALE EYRE
                                 ------------------------------------------

EXECUTED AS A DEED by       )
DDi EUROPE                  )
LIMITED acting by:          )
                            )
            Director        )    /s/ DAVID BLAIR
                            )    ------------------------------------------
            Secretary       )    /s/ PAUL FOWLER
                                 ------------------------------------------







                                       23