EXHIBIT 10.7

DATED                                                                       2003
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(1) FS2 LIMITED

(2) K3 BUSINESS TECHNOLOGY GROUP PLC


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                                SUPPORT AGREEMENT
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THIS AGREEMENT is made on _______________________________________________  2002

BETWEEN

(1)  FS2 LIMITED  (registered in England with number  4102584) whose  registered
     office  is at  Carlton  Tower,  34 St Pauls  Street,  Leeds,  LS1 2QB ("the
     Client"); and

(2)  K3  BUSINESS  TECHNOLOGY  GROUP PLC  (registered  in  England  with  number
     2641001)  whose  registered  office  is  at  Rap  House,  Harrison  Street,
     Briercliffe, Burnley, Lancashire BB10 2HY ("the Supplier").

1.   INTERPRETATION

     The definitions and  interpretative  provisions in Schedule 1 apply to this
     Agreement.

2. SUPPLY OF SERVICES BY THE SUPPLIER

2.1  The Supplier  will provide the Services to the Client in such manner and at
     such times as are consistent with the terms of this Agreement.

2.2  The Supplier  will  provide  these  Services  between the hours of 08:30 to
     17:00 on each Business Day, or as agreed.

2.3  The person responsible for the provision of the Services on the part of the
     Supplier is Mr David Bolton

3. SERVICES

3.1  During the  Contract  Period,  the  Supplier  will second  David Bolton and
     provide accounting  services to discharge such duties and  responsibilities
     as the  Client  may  reasonably  require  of him  for  the  purpose  of its
     business.

3.2  The  Supplier  will use all  reasonable  endeavours  to procure  that David
     Bolton devotes such time,  attention and skill to the proper performance of
     the  Services  as may be  required  by the Client from time to time for the
     proper  performance  of the Services,  subject to the  recognition of those
     time critical existing responsibilities of David Bolton as Finance Director
     of the Supplier.

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3.3  The  Supplier  will  second  David  Bolton  to the  Client on the terms and
     conditions set out below.

3.4  The Client will  reimburse  directly  any out of pocket  expenses  properly
     incurred in the  performance  of the Services by the  Supplier  pursuant to
     this Clause 3.

3.5  The secondment of David Bolton to the Client shall automatically  terminate
     if David Bolton's service  agreement with the Supplier is terminated before
     expiry of the Secondment Period.

3.6  The Client hereby agrees to indemnify the Supplier against all liabilities,
     costs and  expenses  arising out of or  connected  to the  provision of the
     Services to the Client and all documents signed or actions taken,  save for
     any  liabilities,  costs and expenses arising by way of any act or omission
     of the Supplier.

4.   FEES

4.1  The fee for the  provision of the services  pursuant to Clause 3 above will
     be $7,000 per month together with any Value Added Tax thereon

4.2  The  Supplier  will  render  monthly  invoices  in arrears to the Client in
     respect  of the fees  referred  to above and the  Client  will pay the fees
     within 14 days of receipt of an invoice.  All fees will be payable  without
     deductions of any kind.

5.   TERMINATION

5.1  Either party may terminate this Agreement by notice in writing to the other
     party if:

5.1.1the other party is in material or  persistent  breach of any  provisions of
     this Agreement and the breach, if capable of remedy,  has not been remedied
     within 30 days after receipt by the  defaulting  party of notice  requiring
     the breach to be remedied; or

5.1.2 the other party suffers an Insolvency Event.

5.2  This  Agreement  will run until 31 March 2003 and will be  terminable  by 3
     months notice thereafter.

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6.   NON-ASSIGNMENT

     This  Agreement  is  personal  to  the  Supplier  who  may  not  assign  or
     sub-contract any of its rights or obligations  under this Agreement without
     the express prior written consent of the Client.

7.   GENERAL

7.1  The Supplier will at all times be an independent contractor and may not act
     as an agent of the Client  unless  expressly so  authorised  by the Client.
     Nothing  in  this   Agreement   creates  a  partnership  or  establishes  a
     relationship  of principal  and agent or any other  fiduciary  relationship
     between the parties which shall remain separate and independent parties.

7.2  This  Agreement  is to be  governed by and  construed  in  accordance  with
     English law.  Both parties  submit the exclusive  jurisdiction  of the High
     Court in London.

7.3  The Supplier  hereby  agrees to indemnify  the Client in respect of all and
     any  liability to income tax  corporation  tax national  insurance or other
     relevant  duty that may be  applicable  in respect of the  provision of the
     Services by the Supplier to the Client.

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                                   SCHEDULE 1

                         Definitions and Interpretation


1.   The  provisions  of this  Schedule  1 apply to the  interpretation  of this
     Agreement including the Schedules.

2.   The following words and expressions have the following meanings:

     Business Day
     ------------
     a day between  Monday and Friday,  inclusive,  on which  clearing banks are
     open in the City of London.

     Commencement Date
     -----------------
     [To be agreed].

     Company
     -------
     FS2 Limited  (registered in England with number  4102584) whose  registered
     office is at Carlton Tower, 34 St Pauls Street, Leeds, LS1 2QB.

     Confidential Information
     ------------------------
     all information  (whether  written,  oral or in electronic form) concerning
     the business and affairs of the Client and any other  information  received
     by the Supplier as a result of this Agreement.  without limitation,  any of
     the following:

     Force Majeure
     -------------

     (a) Act of God;

     (b) War, insurrection, riot, civil disturbance, acts of terrorism;

     (c) Fire, explosion, flood;

     (d) Theft,  malicious  damage,  strike,  lock-out,  third party injunction.
     where the relevant party:

     Insolvency Event
     ----------------

     (a) Appoints a receiver, administrative receiver, administrator, manager or
     official receiver over its affairs;

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     (b)  Goes  into   liquidation,   unless  for  the   purpose  of  a  solvent
     reconstruction or amalgamation;

     (c) Has distress,  execution,  sequestration  levied or issued  against any
     part of its assets and is not paid within seven days;

     (d) Is  otherwise  unable  to pay its  debts as they  fall due  within  the
     meaning of section 123 Insolvency Act 1986; or

     (e) Is  subject  to any  analogous  event  under  the  law of any  relevant
     jurisdiction.

     Contract Period
     ---------------
     the duration of this Agreement  commencing on the  Commencement  Date until
     terminated by either party.

     Services
     --------
     the services described in Schedule 2 of this Agreement.

     Secondment Period
     -----------------
     means [        ].


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                                   SCHEDULE 2

                                  The Services


1.   Financial Management

The Supplier  will provide the services of David Bolton to support the financial
management of the Company  together with any additional  companies  added at the
mutual agreement of both parties.

The financial management will include the following:

     1.   Development of business plans for the Company in conjunction  with the
          management  of that business for internal  management  purposes and to
          support the raising of funding from external individuals and financial
          institutions.

     2.   Meeting with potential  funding  providers to support the provision of
          new or additional financing.

     3.   Overseeing the  preparation  of monthly  management  accounts,  annual
          accounts and ad hoc management information requirements including cash
          flow forecasts.

     4.   Participating in the management and board meetings of the Company.

     5.   Liaison with external professional advisers where appropriate.

     6.   Ensuring  the  orderly  management  of the finance  activities  of the
          Company  through  the  overseeing  of   external/internal   accounting
          resource.

     7.   Any other financial management associated with the above.


2.   Accounting Support

The Supplier will provide such  accounting  services as necessary to support the
financial  management of the Company and provide timely and accurate  accounting
information to management and third parties.

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The accounting services will include the following:

     1.  Provision of monthly  management  accounts in the agreed format within
          an agreed time frame.

     2.   Provision of weekly cash  information  tracking  expenditures  against
          budget and reporting cash positions.

     3.   Providing  for the  timely  filing of  external  information  to third
          parties including VAT returns,  government statistical returns and any
          other ad hoc requirements.

     4.   Provision of annual  accounts  and the liaison  with  auditors and tax
          professionals  for the  finalisation  of  these  accounts  on a timely
          basis.

     5.   Provision of ad hoc management information requirements including cash
          flow forecasts as required.

     6.   Any other accounting matters associated with the above.

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SIGNED by [NAME]                                        )
duly authorised to sign for and on behalf of            )
FS2 LIMITED                                             )
in the presence of:                                     )

Witness signature:

Name:

Address:


Occupation:




SIGNED by [NAME]                                        )
duly authorised to sign for and on behalf of            )
K3 BUSINESS TECHNOLOGY                                  )
GROUP PLC in the presence of:                           )

Witness signature:

Name:

Address:


Occupation: