EXHIBIT 10.13
                                   FS2 Limited
                                  Carlton Tower
                               34 St Pauls Street
                                      Leeds
                                     LS1 2QB
                                 United Kingdom


David J Bolton
7 Bourne Banks
20 Branksome Wood Road
Bournemouth
Dorset
BH4 9JX


Dear David Bolton

Re:  Engagement as Finance Director

I refer to our recent discussions in connection with the proposal of FS2 Limited
("the Company") to appoint you as Finance Director.

This letter of engagement is intended to confirm the duties and  obligations  to
be entered  into by you and the  Company in  connection  with your  position  as
Finance Director which can be highlighted under the following headings:

1.   The  term of  commencement  of your  position  as  Finance  Director  was 6
     February 2002.

2.   You will  required  to work such hours as may be  required of you to fulfil
     your duties as Finance Director of the Company.

3.   You will be required to work both in your  country of  residence as well as
     elsewhere as may be necessary for the fulfilment of your duties.

4.   Your roles and  responsibilities  are to serve on the Board of Directors of
     the Company and to participate in the  formulation and execution of Company
     policies and objectives  towards the successful  development  and launch of
     the Company's  business  activities  as described in the business  plan, in
     addition to other  responsibilities  as may from time to time be vested in,
     or assigned or delegated to you by the Board of Directors of the Company.

5.   Your engagement  commenced on 6 February 2002 ("the Commencement Date") and
     will continue  until  determined by not less than three months notice to be
     provided by either the Company or you in writing to confirm  termination of
     your engagement as a Finance Director.

6.   During the term of your  engagement  you will be paid at a rate and at such
     times as may be agreed by the Board of  Directors  of the Company from time
     to time.

7.   You will be entitled to be reimbursed all reasonable  expenses  incurred by
     you in  connection  with the  performance  of your  duties on behalf of the
     Company upon the  provision of  appropriate  receipts to the Company and in
     accordance  with the  Expense  Policies  of the  Company as  published  and
     amended from time to time.

8.1  Given the nature of the work  undertaken  by the Company  from time to time
     and the involvement which you have had and will continue to be given in all
     aspects  of  the  business  of  the  Company,   you  will  have  access  to
     information,  much of which may be confidential and the disclosure of which
     could be extremely damaging to the business of the Company.  In this letter
     of engagement, "Confidential Information" means:-

     8.1.1     information  relating  to  the  businesses,  finances,  dealings,
               transactions  and  affairs  of the  Company  for the  time  being
               confidential to the Company;

     8.1.2     trade  secrets  (including,  without  limitation,  price and cost
               information,  discount  structures,  sales  statistics,  business
               plans and  programs,  business  opportunities,  expansion  plans,
               marketing surveys,  research and development projects,  formulae,
               inventions,  patent  applications  and  registrations,   designs,
               discoveries,  know-how,  methods,  processes,  techniques,  other
               technical data, business forms and operating procedures, policies
               and practices)  relating to the business of the Company and which
               is for the time being confidential to the Company;

     8.1.3     the  names,   addresses  and  contact  details  of  customers  or
               potential  customers clients or potential clients or suppliers or
               potential  suppliers  of the Company  (whether or not recorded in
               writing or on computer disk or tape);

     8.1.4     analyses  made, or views taken,  by the Company in respect of the
               businesses,  finances, dealings,  transactions and affairs of the
               Company,  any customer or potential  customer client or potential
               client or any  supplier or  potential  supplier of the Company or
               any other third party; and

     8.1.5     information  in  respect  of  which  the  Company  is bound by an
               obligation of confidentiality to a third party.

     In order to protect the  confidentiality  of such information,  and without
     prejudice to every other duty which you have to keep secret all information
     given to you or gained in confidence,  you agree as provided in this Clause
     8.

8.2  You shall not,  except in the proper  performance of your duties under this
     letter of engagement, either during the engagement or at any time after the
     termination of the engagement (howsoever caused), without the prior written
     consent of the Board of Directors of the Company,  use for your own benefit
     or for the benefit of any other person, company or other undertaking (other
     than the  Company)  or,  except as  required by law, a court or tribunal of
     competent  jurisdiction or any applicable regulatory or statutory authority
     or body,  directly or  indirectly  divulge or disclose to any person (other
     than any person  employed by the Company  (including,  for the avoidance of
     doubt,  any  professional or other adviser  appointed by the Company) whose
     province  it is to know the same) any  Confidential  Information  which may
     come to your knowledge during the engagement or previously or otherwise.

8.3  During the  engagement,  you shall use your best  endeavours to prevent the
     publication,  divulgence or disclosure by third parties of any Confidential
     Information.

8.4  The  restrictions  contained  in this  Clause 8 shall cease to apply to any
     Confidential  Information  which may (otherwise  than through your default)
     become available to, or within the knowledge of, the public generally.

9.1  You  shall   forthwith   communicate  to  the  Company  in  confidence  all
     Intellectual  Property  that  relates to the affairs of the Company and the
     services  so  offered  which you may make or  originate,  either  solely or
     jointly with another or others,  during the engagement.  For the purpose of
     this Clause 9,  "Intellectual  Property"  means  (whether  capable of being
     patented, registered or not):-

     9.1.1     every invention, discovery, design, trade mark, secret process or
               improvement;

     9.1.2     every work in which copyright may exist; and

     9.1.3     moral rights (as defined by sections 77 and 80 of the  Copyright,
               Designs and Patents Act 1988).

9.2  In the case of such  Intellectual  Property as is made or originated wholly
     or  substantially  in the course of your normal  duties or in the course of
     duties  specifically  assigned to you during the  engagement by the Company
     and which affect or relate to the affairs of the Company, or are capable of
     being  used  or  adopted  for  use  in  connection  therewith,   ("Relevant
     Intellectual Property") sub-Clauses 9.3 to 9.6 (inclusive) shall apply.

9.3  All  Relevant   Intellectual   Property   (or,  in  the  case  of  Relevant
     Intellectual  Property  made or  originated  by you jointly with another or
     others,  to the full  extent  of your  interest  therein  so far as the law
     allows) shall be and become the exclusive property of the Company and shall
     not be disclosed to any other person,  company or other undertaking without
     the  prior  written  consent  of  the  Company.  Without  prejudice  to the
     foregoing,  you, by your execution of this letter of engagement,  assign to
     the Company in relation to any Relevant  Intellectual  Property all of your
     proprietary  rights  (if  any)  in  respect  of all  Relevant  Intellectual
     Property for the full term thereof throughout the world.

9.4  You shall, if and when required by the Company (whether during or after the
     termination  of the  engagement)  and at the expense of the Company (or its
     nominees):-

     9.4.1     give and supply all such  information,  data,  documentation  and
               other material  whether in hard copy or electronic form as may be
               required to enable the Company (or its  nominees)  to exploit all
               Relevant Intellectual Property to the best advantage; and

<PAGE>


     9.4.2     do,  and  combine  with  others in  doing,  all acts and sign and
               execute all applications and other documents (including powers of
               attorney  in favour of  nominees  of the  Company)  necessary  or
               incidental to obtaining, maintaining or extending patent or other
               forms of protection  for such Relevant  Intellectual  Property in
               the  United  Kingdom  and in any  other  part of the world or for
               transferring  to or vesting in the Company or its  nominees  your
               entire right, title and interest to and in Relevant  Intellectual
               Property  or to and in any  application,  patent or other form of
               protection or copyright (as the case may be), including the right
               to file  applications  in the name of the Company or its nominees
               for patent or other forms of  protection or for  registration  of
               copyright  in any  country  claiming  priority  from  the date of
               filing of any  application  or other date from which priority may
               run in any other country.

9.5  The  provisions of this Clause 9 shall not entitle you to any  compensation
     except that,  in the case of any  invention  on which a British  patent has
     been  granted or  assigned  to the  Company  and the  Company  has  derived
     outstanding  benefit  from such patent,  you may be entitled,  by virtue of
     section 40 of the Patents Act 1977, to claim additional  compensation.  The
     provisions of this Clause 9 shall not restrict  your rights under  sections
     39 to 43  (inclusive)  of the Patents Act 1977.  You, by your  execution of
     this letter of  engagement,  waive all moral rights  conferred by Part I of
     Chapter IV of the Copyright, Designs and Patents Act 1988 in respect of all
     Relevant Intellectual Property.

9.6  For the avoidance of doubt, the provisions of this Clause 9 shall remain in
     full  force  and  effect  notwithstanding  that  after  you  have  made  or
     originated  any  Relevant  Intellectual  Property the  engagement  may have
     ceased or been terminated for any reason whatsoever with the intention that
     the same shall bind your heirs and assignees.

10.  Your  position may be  terminated  forthwith  and on a summary basis in the
     event that:

     10.1 In the reasonable opinion of the Board of Directors of the Company you
          have  neglected  or  failed to carry  out or  refused  to attend to or
          committed  any  serious  or wilful  breach or  non-observance  of your
          duties under the terms of this letter of engagement;

     10.2 You repeat or  continue  to breach any of your  duties or  obligations
          under  this  letter of  engagement  after you have  received a written
          warning from the Company regarding such breach or non-observance;

     10.3 In the reasonable opinion of the Board of Directors of the Company you
          have been guilty of persistently  poor performance in relation to your
          obligations and duties;

     10.4 You have been guilty of any conduct which in the reasonable opinion of
          the Board of  Directors  of the Company has brought or could bring you
          or the Company into disrepute or has prejudiced or could prejudice the
          position of the Company;

     10.5 You have been  convicted  of any criminal  offence  except for a minor
          road traffic offence;

     10.6 You commit an act of  dishonesty  or breach of fiduciary  duty whether
          relating to the Company of otherwise involving personal profit;

     10.7 You become of unsound mind or a patient for the purpose of any statute
          relating to mental health or otherwise;

     10.8 You become insolvent or apparently insolvent or compound or enter into
          any arrangement with your creditors;

     10.9 You are prohibited by law from being a director of the Company.

11.  This letter of engagement  shall be governed by and construed in accordance
     with the laws of England.


Yours sincerely


/s/ GRAEME PEARCE
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GRAEME PEARCE
CHAIRMAN AND CEO

Appointment acknowledged and accepted


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