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                                                                    Exhibit 10.6


                            DATED    July 11, 2000
                            ----------------------





                             E COMMERCE GROUP INC


                                    ~ and ~


                            RICHARD CHARLES NICHOLS






                                   EXECUTIVE
                               SERVICE AGREEMENT



                                  Shoosmiths
                                 Regents Gate
                                 Crown Street
                                    Reading
                               Berkshire RG1 2PQ

                                 Ref: NDH.DXN
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DATED:                                                 July 11, 2000

PARTIES:

1.   E COMMERCE GROUP INC whose registered office is at Regents Gate, Crown
     Street, Reading, Berkshire, RG1 2PQ ("the Company"); and

2.   Richard Charles Nichols of Hawkers Hill Farm, Knapp Lane, Ampfield,
     Hampshire, SO51 9BT ("the Executive")


1.   INTERPRETATION

     1.1. In this Agreement the following words and expressions shall (except
          where the context otherwise requires) have the following meanings:-

          "Board"             the board of directors of the Company from time to
                              time and includes any committee of the board of
                              directors duly appointed by it;

          "Companies Acts"    the Companies Act 1985 and the Companies Act 1989;

          "Confidential       For the purposes of this Agreement Confidential
          Information"        Information Information shall mean all the
                              private, confidential and/or secret information
                              concerning the Company's business, business,
                              relationships or financial affairs details of
                              which are not in the public domain or not
                              generally known, such information being highly
                              sensitive and highly confidential by reason of the
                              damage that could be done to the Company's
                              business by any disclosure to or use by any third
                              party of any such information including but
                              without limitation to: -

                              (i)    all inventions, trade secrets, products,
                                     processes, methods, techniques, formulae,
                                     compositions, compounds, projects,
                                     developments, plans, research data,
                                     technical data, trial results, software
                                     source code listings and all component
                                     sourcing and other technical information
                                     relating to the Company's business and the
                                     development and exploitation of the
                                     Company's products whether or not the same
                                     are protected as intellectual property
                                     through patents, copyright, rights in
                                     designs or the like; and

                              (ii)   all other confidential information with
                                     regard to the business and financial
                                     affairs of the Company including financial
                                     and personnel data and that of the
                                     Company's customers and suppliers, and
                                     including customer and supplier lists,
                                     business development, sales lead
                                     information, marketing information and
                                     pricing policies and structures, details of
                                     customer orders and requirements, any
                                     proposals relating to the acquisition or
                                     disposal of a company or part thereof or
                                     the expansion or contraction of any of the
                                     Company's activities; and

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                              (iii)  any other information, whether or not in
                                     writing marked either Sports Fitness and
                                     Leisure Limited or E Commerce Group Inc
                                     Personal/Private/Proprietary data or any
                                     items specifically brought to the
                                     Executive's attention as constituting a
                                     trade secret or being of a confidential
                                     nature, even if not so marked and any other
                                     information of any kind directly or
                                     indirectly related to the business of the
                                     company or to the business of any client or
                                     supplier of the Company or any third party
                                     which comes to the Executive's knowledge
                                     during the course of your employment
                                     (whether or not in the proper performance
                                     of the Executive's duties).

                              In the above definition references to the Company,
                              Sports Fitness and Leisure Limited and E Commerce
                              Group Inc shall also apply as if references to any
                              of its or their Group Companies was substituted.

          "Copyright"         all copyright works and designs originated
                              conceived written or made by the Executive alone
                              or with others during the course of his employment
                              by the Company (except only those works originated
                              conceived written or made by him wholly outside
                              his normal working hours and which are totally
                              unconnected with his appointment).

          "Group Company"     shall mean any Company which is a Subsidiary
                              Company or a Holding Company of the Company or a
                              Subsidiary of any such Holding Company.

          "Holding Company"   shall mean a holding Company as defined under
                              section 736 of the Companies Act 1985

          "Subsidiary
          Company"            shall mean a subsidiary company as defined under
                              section 736 of the Companies Act 1985.

     1.2. Unless otherwise stated references to Clauses sub-clauses and
          Schedules are references to Clauses and sub-clauses of and Schedules
          to this Agreement.

     1.3. Clause headings are for ease of reference only and do not affect the
          construction or interpretation of this Agreement.

     1.4. References to persons shall include bodies corporate, unincorporated
          associations and partnerships.

     1.5. References to the singular shall include the plural.

     1.6. References to writing shall include e-mail, word processing,
          typewriting, printing, lithography, photography and facsimile messages
          and other modes of reproducing words in a legible and non-transitory
          form.

     1.7. Words and expressions defined in or for the purposes of the Companies
          Acts shall bear the same meanings in this Agreement unless the context
          otherwise requires.

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2.   APPOINTMENT AND COMMENCEMENT

     2.1. The Executive is hereby appointed, as of the date of this Agreement,
          in the capacities specified in Schedule 1 and shall continue to be
          employed in that capacity and hold such office as Executive unless at
          any time any such employment and directorship is terminated in
          accordance with the provisions of Clause 17 or 18.

     2.2. The Executive's employment with the Company (through its subsidiary
          Sports Fitness and Leisure Limited) is deemed to have commenced on the
          date specified in Schedule 1 and his period of continuous employment
          shall accordingly be treated as commencing on that date.


3.   DUTIES OF THE EXECUTIVE

     3.1. During the continuance of his appointment the Executive shall be
          required to:

          3.1.1.    faithfully and to the best of his abilities, serve the
                    Company and one or more of its Group Companies as directed
                    by the Company;

          3.1.2.    use his best endeavours to promote and protect the interests
                    of the Company, any of its Group Companies, their employees
                    and their future growth;

          3.1.3.    diligently perform such duties and exercise such powers in
                    relation to the conduct of the affairs of the Company and
                    any one or more of its Group Companies (including performing
                    duties as requested by the Board from time to time by
                    serving on the Board of any Group Company) as may from time
                    to time be assigned to him by the Board, obeying at all
                    times the lawful and reasonable instructions or directions
                    given to him by or under the authority of the Board and in
                    particular he shall be required to undertake the duties and
                    responsibilities set out in Schedule 2.

     3.2. The Executive accepts that the Company may if necessary require him to
          perform other duties or tasks not within the scope of his normal
          duties and he hereby agrees to perform those duties or undertake those
          tasks as if they were specifically required under this Agreement.

     3.3. The Executive hereby agrees to comply with all policies of the Company
          applicable to him, including its policy on the purchase and sale of
          its stock, as such policies are in effect from time to time.


4.   HOURS OF WORK

     The Executive shall throughout the period of his employment devote
     diligently such amount of his time, as is mutually agreed with the Board,
     to his duties under this Agreement during normal business hours (which are
     from 9.00 a.m. to 5.30 p.m. Monday to Friday each week) ("Core Hours") and
     at such other times as the Company or his duties may reasonably request
     (unless prevented by ill-health from so doing). The Company does not make
     payments for overtime working to persons working at the level or position
     of the Executive and the Executive Director shall be required to may work
     such additional hours as may be necessary in order properly to perform

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     his duties under this Agreement. The Executive hereby accepts that he is a
     managing executive as an employee of the Company with he has autonomous
     decision-taking powers and may choose or determine in relation to the
     duration of his working time (over and above the Core Hours set out above)
     for the purposes of Regulation 20 of the Working Time Regulations 1998 such
     that the limits set out in Part II of those Regulations do not apply in his
     case.


5.   PLACE OF WORK

     The Executive's principal place of work shall be as set out in Schedule 1.
     The Company reserves the right to change the Executive's principal place of
     work to any other location within the UK with the Executive's agreement,
     such agreement not to be unreasonably withheld.

     During his employment hereunder the Executive shall travel at the Company's
     expense to such places and in such manner as the Board may reasonably
     require.  The Executive is referred to the Travel Expenses Policy at
     Schedule 4 for further details.


6.   REMUNERATION

     6.1  The Executive shall be entitled to a basic annual salary as set out in
          Schedule 1 and such salary shall accrue on a daily basis and be
          payable monthly in arrears on the last working day of the month by
          credit transfer. In addition to such salary the Company may in its
          absolute discretion pay the Executive an Annual Performance Bonus in
          accordance with an Annual Performance Bonus Scheme ("the Scheme") from
          time to time in force. Details of the first year of the Scheme are set
          out in Schedule 3. Any Scheme is subject to change at the discretion
          of the Board at any time during any year. If applicable the Executive
          will be issued with new Scheme details at the beginning of each
          financial year. Notwithstanding any other terms of a Scheme, the final
          decision as to whether to award an Annual Performance Bonus to the
          Executive remains at the discretion of the Board.

     6.2  The Executive's salary shall be reviewed by the Board annually in June
          each year and may be revised taking into account the responsibilities
          then undertaken by the Executive, his performance in carrying out
          those responsibilities and the performance of the Company.
          Notwithstanding the above, the Company shall not be obliged to make
          any increases in salary.

     6.3  In addition to his remuneration the Executive shall be repaid all
          travelling, entertainment and other expenses reasonably incurred by
          him in the proper performance of his duties subject to the Executive
          complying with such guidelines, policies or regulations issued by the
          Company in this respect and subject to the production to the Company
          of the requisite vouchers or documentary evidence of such expenditure.

     6.4  The Company will be entitled to deduct from any salary due to the
          Executive any monies that may be due and owing by the Executive to the
          Company such as excess of bonus/commission paid, advance payments for
          anticipated expenses in excess of those expenses actually being
          incurred by the Executive and pay received for holiday taken in excess
          of the Executive's entitlement. Where any property or money belonging
          to the Company or any Group Company or any client, customer, visitor
          or other employee of the Company or Group Company is lost or damaged
          (as the case

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          may be) through the Executive's negligence or recklessness or through
          any breach of the Company's rules or any dishonesty on the Executive's
          part, the Company reserves the right to require the Executive to pay
          for any such loss or damage either by a deduction from the Executive's
          salary or by any other method acceptable to the Company. Deductions
          will normally be made in the month following the month in which the
          over payment is made or when the debt falls due and payable or any
          excess holiday is taken or when the loss is incurred or identified,
          but the Company reserves the right to make deductions at any time,
          including upon termination of employment when the Company may make
          deductions from any salary or bonus due at any time during the notice
          period.

     6.5  The Executive shall not be entitled to receive any directors' fees or
          other remuneration by virtue of holding his offices as directors of
          the Company or other Group Companies.


7.   BENEFITS IN KIND

     The Company shall provide the Executive with the benefits set out in
     Schedule 5.


8.   HOLIDAYS

     8.1. The Executive shall be entitled to a basic allowance of 20 days
          holiday in every calendar year which runs from 1/st/ January to 31/st/
          December. The Executive shall take holiday entitlement at times agreed
          in advance with the Board. Such holiday shall be exclusive of Bank and
          other Public Holidays and shall be taken at such times as shall be
          agreed by the Board. If the Executive is required to work on a Bank
          or other Public Holiday, he shall be entitled to extra holiday equal
          to the period worked to be taken as agreed in writing in advance with
          the Company.

     8.2. The basic holiday entitlement shall vary according to length of
          service. For the holiday year next following the completion of 2
          continuous years service the entitlement shall be increased to 21
          subsequent increases up to a maximum of 24 days as set out below: -

          Years of Completed Continuous      Number of Holiday
          Service as at 1/st/ January        days

                   2                              21
                   3                              22
                   4                              23
                   5                              24


     8.3. No payment shall be made in respect of holiday not taken in a holiday
          year. However at the Board's discretion up to 5 days holiday from any
          holiday year may be carried forward to the next holiday year providing
          that Holiday Entitlement so carried forward must be used by the end of
          March in that next holiday year.

     8.4. Upon termination of his employment hereunder for whatever reason the
          Executive shall as appropriate either be entitled to holiday pay in
          lieu of holiday entitlement outstanding or be required to repay to the
          Company any salary received for holiday taken in excess of his actual
          entitlement. The basis for the calculation of such

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          payment shall be 1/260 x annual basic salary for each day and the
          Executive's entitlement to holiday will be deemed to have accrued at
          the rate of one twelfth of current annual entitlement for each
          complete month of employment in the Holiday year.


9.   INCAPACITY

     9.1  If the Executive is absent from work for any reason, and his absence
          has not previously been authorised by the Board, he must inform a
          fellow Executive both of the fact of his absence and give an
          indication of the date when he expects to be able to return to work.
          This information should be given as soon as reasonably practicable on
          the first day of absence. The Executive should inform the Company as
          soon as possible of any change in the date of his anticipated returns
          to work.

     9.2  Such notification does not necessarily approve such absences. Absences
          which are considered excessive in the Board's opinion may lead to
          disciplinary action up to and including termination of employment.

     9.3  If the Executive is absent from work due to sickness or injury for
          more than seven calendar days (including weekends) he must provide the
          Company with a medical certificate on the eighth day of sickness or
          injury. Thereafter medical certificates must be provided to the
          Company on a weekly basis.

     9.4  Immediately following the Executive's return to work after a period of
          absence which has not previously been authorised by the Company, he is
          required to complete a Self Certification Form stating the dates of
          and the reason for his absence, including details of sickness on non-
          working days as this information is required by the Company for
          calculating Statutory Sick Pay entitlement. Self-Certification Forms
          will be retained in the Company's record. Self-Certification Forms are
          available from the Finance Director and the completed form should be
          returned to the Finance Executive.

     9.5  The Executive may be required at any time to attend a doctor or clinic
          ("the Medical Advisor") nominated by the Company to be medically
          examined whether or not he is suffering or has suffered any period of
          sickness or incapacity for work. The Executive shall ensure the prompt
          delivery of the relative report to the Company. Notwithstanding the
          provisions of the Access to Medical Reports Act 1988 the Executive
          will allow the Company access to any medical report relating to his
          physical or mental health by a medical practitioner during the period
          of his employment under this Agreement.

     9.6  The Executive authorises his medical notes and clinical records to be
          released by his medical practitioner to the Medical Adviser if the
          Company deems it necessary to obtain them for the purpose of
          establishing the Executive's true medical position and/or verify the
          true reason for absence.

     9.7  The Executive authorises the Medical Adviser to disclose the results
          of the medical examination and discuss with the Company any matter
          arising from such medical examination which might impair him in
          properly discharging his duties and responsibilities. Should the
          Medical Adviser advise the Company that the Executive is fit to return
          to work, the Company shall cease payment of any sick pay whether SSP
          or Company Sick Pay.

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     9.8    If any incapacity shall be or appear to be occasioned by actionable
            negligence of a third party in respect of which damages are or may
            be recoverable the Executive shall forthwith notify the Board of
            that fact and of any claim compromise settlement or judgment made or
            awarded in connection therewith and shall give to the Board all such
            particulars of such matters as the Board may reasonably require. All
            sums paid to the Executive during any such period of incapacity
            shall be paid by way of loan only and shall if so required by the
            Board be refunded to the Company provided that the Executive shall
            not be required to refund a sum exceeding whichever is the less of:-

            9.8.1   the amount of damages or compensation recovered by him under
                    such compromise settlement or judgment specifically
                    allocated to loss of earnings in respect of the period from
                    the date at which the Executive is first absent until the
                    date of compromise settlement or judgment or the Executive's
                    return to work if earlier less any costs in connection
                    therewith borne by the Executive; and

            9.8.2   the aggregate of the remuneration paid to him by way of
                    salary in respect of the period of such absence as the
                    Company may determine.


10.  SICK PAY

     10.1.  If the Executive is absent from work due to sickness or injury, and
            subject to the Executive's compliance with the Company's
            requirements regarding notification of absence and proof of
            incapacity, the Company may at its absolute discretion pay the
            Executive his normal salary for such period as the Company thinks
            fit or appropriate ("Company Sick Pay").

     10.2   When calculating Company Sick Pay, deductions will be made for any
            state sickness or other Social Security benefits which the Executive
            is eligible to receive (whether or not he claims such benefits).

     10.3   Company Sick Pay shall be deemed to include any Statutory Sick Pay
            which the Executive may be entitled to receive under the legislation
            and regulations from time to time in force.

     10.4   The Company reserves the right to withhold payment or deduct from
            the Executive's salary one day's pay for each day of Unauthorised
            Absence from work. The Board will make any decision concerning this
            matter. "Unauthorised Absence" means failure to report for work
            otherwise than due to: -

            10.4.1  genuine sickness or injury notified to the Company in
                    accordance with the Company's procedures; or

            10.4.2  leave for which permission has been granted by the Board; or

            10.4.3  genuine reasons outside the Executive's control which are
                    acceptable to the Company as agreed by the Board.

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11.  PENSION

     The Company does operate a pension Scheme (the SFL Occupational (Money
     Purchase) Stakeholder Scheme) ("the Scheme") and the Company will
     contribute on a monthly basis a sum equivalent to 10% of the Executive's
     monthly salary into the Scheme.


12.  COPYRIGHT

     12.1.  The Executive shall promptly disclose to the Company all Copyright
            Work and shall hold it in trust for the Company until all rights in
            such Copyright Work shall be fully and absolutely vested in the
            Company.

     12.2.  The Company shall be entitled to make such additions deletions
            alterations or adaptations to or from any Copyright Work as it shall
            in its absolute discretion determine and

            12.2.1. the Executive hereby assigns to the Company by way of future
                    assignment all copyright, design right (whether registered
                    or unregistered) and other proprietary rights (if any) for
                    the full terms thereof throughout the World in respect of
                    all Copyright Work;

            12.2.2. the Executive hereby irrevocably and unconditionally waives
                    in favour of the Company any and all moral rights conferred
                    on him by Chapter IV of Part I of the Copyright Designs and
                    Patents Act 1988 for any work in which the copyright or
                    design right is vested in the Company whether by sub-clause
                    12.2.1 or otherwise; and

            12.2.3. the Executive shall, at the request and expense of the
                    Company, do all things necessary or desirable to
                    substantiate the rights of the Company under this Clause 12.


13.  CONFIDENTIALITY

     It is the duty of the Executive to adhere to the security requirements of
     the Company and those (where appropriate) of customers. In the course of
     the Executive's employment he will have access to Confidential Information.
     Such information is highly sensitive and highly confidential by reason of
     the damage that could be done to the Company's business by any disclosure
     to or use by any third party of any such information.  The Executive agrees
     that such Confidential Information is and shall be the exclusive property
     of the Company.

     13.1.  The Executive shall not either during his appointment or at any time
            after its termination:-

            13.1.1. disclose in any manner to any person or persons (except to
                    those authorised by the Company to know);

            13.1.2. use for his own purposes or for any purposes other than
                    those of the Company;

            13.1.3. through any failure to exercise all due care and diligence
                    cause or permit any unauthorised transfer or disclosure of;

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            any Confidential Information.

     13.2.  This restriction shall cease to apply to any information or
            knowledge which may (otherwise than through the default of the
            Executive) become available to the public generally.

     13.3.  All notes, memoranda, computer and other records and writing made by
            the Executive relating to the business of the Company or any of its
            Group Companies shall be held confidential and delivered by him to
            the Company forthwith upon request save that the Executive shall be
            entitled to keep copies of Board minutes.

     13.4.  Any breach of the Executive's obligations under these clauses during
            the course of his employment will be treated as gross misconduct,
            and may result in the application of the disciplinary procedure
            referred to in clause 15. This is in addition to any liability to
            pay damages to the Company which a breach of this clause at any time
            may give rise.

     13.5.  The covenants in this clause shall also apply as though references
            to any Group Company were substituted for references to the Company.
            The said covenants shall with respect to each Group Company
            constitute a separate and distinct covenant and the invalidity or
            unenforceability of any such covenant shall not affect the
            invalidity or unenforceability of the covenants in favour of any
            other Group Company.


14.  NON-COMPETITION AND NON-SOLICITATION

     14.1.  The Executive and the Company acknowledge and agree that it is
            necessary for the proper protection of the Company's legitimate
            interests in the trade secrets and Confidential Information referred
            to in clause 13 above and known to the Executive by virtue of his
            employment, and of the Company's customer connections, goodwill and
            sources of supply and each of the foregoing separately, that the
            Executive accepts the restrictions set out in clauses 14.2 to
            14.3.3.

     Provisions applying during employment

     14.2.  During the course of his employment hereunder the Executive may not
            be a director of any company (other than the Company) nor be engaged
            employed concerned or in any other way interested in any other
            business other than the business of the Company without the prior
            written consent of the Company (such consent not to be unreasonably
            withheld). Any breach of this clause 14.2 may render the Executive
            liable to summary dismissal by the Company. Nothing in this Clause
            14.2 shall prohibit the Executive from holding shares or debentures
            quoted or dealt in on a recognised Stock Exchange in the United
            Kingdom or elsewhere so long as not more than 5 per cent of the
            shares or stock of any class of any one company is so held.

     Provisions applying after termination

     14.3.  The Executive hereby undertakes to the Company that (except with the
            prior written consent of the Board):-

            14.3.1. he shall not at any time after the termination date (however
                    and whenever such termination occurs) use or procure the use
                    of the name of the Company

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                    whether or not in connection with his own or any other name
                    in any way calculated to suggest that he continues to be
                    connected with the business of the Company or in any way
                    hold himself out as having such connection;

          14.3.2.   he shall not for a period of 1 year from the termination
                    date (however and whenever such termination occurs)
                    approach, canvass, solicit, or approach with a view to
                    dealing or discourage from dealing with the Company or
                    otherwise endeavour to entice away from the Company or
                    accept whether as principal, partner, shareholder,
                    Executive, employee independent contractor or otherwise
                    (either on his own account or as the agent or employee of
                    any other person) the custom of any Client, with whom he was
                    directly or indirectly involved with, in respect of any
                    service in any way competitive with the services supplied by
                    the Company during the period of 12 months prior to such
                    termination;

          14.3.3.   he shall not during the period of 1 year from the
                    termination date on his own account or for any other person
                    solicit the services of, or endeavour to entice away from
                    the Company or approach with a view to enticing away from
                    the Company, any director, executive or employee of the
                    Company who at the date of the Executive leaving was a
                    director, executive or employee of the Company and with whom
                    the Executive had direct or indirect contact in the 12
                    months prior to the termination date (whether or not such
                    person would commit a breach of contract by reason of
                    leaving the service of the Company) or knowingly aid or
                    assist in or procure the employment of any such person, with
                    a view to the specific knowledge such person has of the
                    business and affairs of the Company and its clients, being
                    used by or for the benefit of any person carrying on
                    business in competition with the Company.

          For the purposes of sub-clause 14.3.2 the term 'Client' shall mean any
          person, firm or company who or which shall have been a client of the
          Company or who shall have been in the habit of dealing with the
          Company or which was in negotiations with the Company or who received
          a quote, tender or proposal for the Company during the 12 months
          preceding the termination of the Executive's employment and being a
          client with whom the Executive shall have had dealings during the
          course of his employment.

   14.4.  It is hereby declared and agreed, for the avoidance of doubt, that
          each of the restrictions in clauses 14.3.1 to 14.3.3 above is a
          separate restriction, to the effect that if it be determined by a
          Court that any be unlawful or otherwise unenforceable, it shall be
          disregarded but without effecting the validity or enforcement of the
          other remaining clauses.

   14.5.  The covenants in this clause 14 shall also apply as though references
          to any Group Company were substituted for references to the Company.
          The said covenants, shall with respect to each Group Company,
          constitute a separate and distinct covenant and the invalidity or
          unenforceability of any such covenant shall not affect the validity or
          enforceability of the covenants in favour of any other Group Company
          of the Company.

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15.  DISCIPLINARY AND GRIEVANCE PROCEDURES

     15.1.  The Disciplinary procedure applicable to the Executive's employment
            is as set out in Schedule 6.

     15.2.  If the Executive is dissatisfied with any disciplinary decision
            relating to him or has any other grievance about his employment he
            should apply in writing to either the Chief Executive Officer or the
            Chairman of the Company.

     15.3.  A meeting of the full Board shall normally be convened within 10
            working days of receipt (or as soon as reasonably possible
            thereafter) of the Executive's written notification in accordance
            with Clause 15.2. above, at which meeting the Executive shall be
            entitled to be present.

16.  SUSPENSION

     The Company shall not be under any obligation to vest in or assign to the
     Executive any powers or duties or to provide any work for the Executive and
     the Company may at any time or from time to time suspend the Executive from
     the performance of his duties and exclude him from any premises of the
     Company or of any client or supplier of the Company (whether or not the
     Company or the Executive has served notice to terminate this Agreement).
     During any such period of suspension or exclusion the Company shall
     continue to pay the Executive his salary.

17.  TERMINATION OF AGREEMENT ON NOTICE

     Notwithstanding the provisions of clause 2.1 but except as provided for in
     clause 18, the employment of the Executive may be terminated as follows:

     17.1.  The notice periods required to be given in writing by either the
            Executive of the Company to terminate this Agreement are set out in
            Schedule 1.

     17.2.  The Company shall not be obliged to provide the Executive with work
            at any time after notice of termination shall have been given by
            either party and the Company may in its absolute discretion take any
            one or more of the following steps in respect of all or part of any
            unexpired period of notice:-

            17.2.1.  pay the Executive his basic salary entitlement in lieu of
                     all or any part of the unexpired period of notice subject
                     to deduction at source of Income Tax and National Insurance
                     Contributions.

            17.2.2.  require the Executive to comply with such conditions as the
                     Company may specify in relation to attending or remaining
                     away from the place(s) of business of the Company, its
                     clients or suppliers;

            17.2.3.  assign the Executive to such other duties as the Company
                     shall in its absolute discretion determine;

            17.2.4.  any powers vested in the Executive or suspend or vary any
                     duties or responsibilities assigned to the Executive.

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     17.3.  During any period of notice of termination whether or not the
            Company exercises its rights under 17.2.2, 17.2.3, or 17.2.4 the
            Executive shall continue to owe duties of good faith and fidelity
            and a duty not to undermine the business of the Company or any of
            its Group Companies, as are provided in Clause 3 above or otherwise.


18.  SUMMARY TERMINATION

     18.1.  Notwithstanding the provisions of Clauses 2.1 and 17 the Company
            shall have the right to terminate this Agreement at any time by
            summary notice in the event of the Executive:-

            18.1.1.  committing any serious or persistent breach of any of the
                     terms of this Agreement.

            18.1.2.  being guilty of any gross mismanagement or misconduct or
                     wilful neglect in the discharge of any duty owed by him to
                     the Company or any of its Group Companies;

            18.1.3.  being adjudicated bankrupt or making any arrangement or
                     composition with his creditors;

            18.1.4.  becoming a patient within the meaning of the Mental Health
                     Act 1983 or having an order made in respect of his property
                     under Section 95 of that Act;

            18.1.5.  being convicted of any criminal offence or being guilty of
                     any other conduct which in the reasonable opinion of the
                     Board may affect the performance of his duties under this
                     Agreement or prejudice the interests of the Company or any
                     of its Group Companies.

            18.1.6.  during his employment, committing any breach of Clauses
                     13.1 and 14.2 of this Agreement

     18.2.  Such termination shall be without prejudice to any other rights of
            the Company or any of its Group Companies or the Executive. Any
            reasonable delay by the Company in exercising such right of
            termination as set out in this clause 18 shall not constitute a
            waiver of such a right.

19.  RETIREMENT

     The Company's normal retirement age is 65 for both men and women.  Unless
     the Executive's employment has terminated at any earlier date it will
     terminate without notice at the end of the month in which his 65th birthday
     falls.

20.  COMPANY PROPERTY

     The Executive agrees that all files, letters, memoranda, reports, records,
     data, sketches, drawings, laboratory notebooks, program listings and other
     written, photographic and other tangible material containing Confidential
     Information which may have been prepared by the Executive or which may have
     come into his custody or possession are the property of the Company to be
     used by him only in the proper performance of his duties with the Company.

                                       13
<PAGE>

21.  PROCEDURE FOLLOWING TERMINATION

     Upon termination of his appointment hereunder (howsoever caused) the
     Executive shall forthwith: -

     21.1 deliver to the Company all property of the Company, including but
          without limitation, any property mentioned in Clause 20, his Company
          car, mobile phone, personal computer, lap-top computer, all keys,
          credit cards, all lists of clients and customers, price lists, details
          of pending contracts and quotations, business correspondence and all
          other papers, documents and record in machine readable or eye-readable
          form or other media which may have been prepared by him or which may
          have come into his possession in the course of his employment, whether
          or not in the proper performance of his duties with the Company and he
          will not retain copies or notes and extracts of such documents or such
          materials. The Executive shall then (if required by the Company) make
          an Affidavit to the effect that the whole of the provisions of this
          clause have been complied with.

     21.2 at the request of the Company resign without claim for compensation
          from his officeholding as an Executive of the Company.

     Provided always that if for any reason the Executive fails to sign a letter
     of resignation when requested to do so in accordance with this Clause the
     Executive hereby unconditionally and irrevocably authorises any other
     director of the Company to sign a letter of resignation on his behalf.

22.  OTHER AGREEMENTS

     The Executive hereby represents that, except as the Executive has already
     disclosed in writing to the Company, the Executive is not bound by the
     terms of any agreement with any previous employer or other party to refrain
     from using or disclosing any trade secret or confidential or proprietary
     information in the course of the Executive's employment with the Company or
     to refrain from competing directly or indirectly with the business of such
     previous employer or any other party.  The Executive further represents
     that his performance of all the terms of this Agreement and as an employee
     of the Company does not and will not breach any agreement to keep in
     confidence and/or refrain from using any proprietary information, knowledge
     or data acquired by him in confidence or in trust prior to his employment
     with the Company and that he will not disclose to the Company or induce the
     Company to use any confidential or proprietary information or material
     belonging to any previous employer or any other person or entity.  The
     Executive also represents that, except as disclosed in writing to the
     Company, he holds no other Directorships in any other Company in the UK or
     otherwise and that his performance of all the terms of this Agreement will
     not put him in breach of any fiduciary duty or of a duty not to compete
     with any other company of which he was in the past or of which he is at
     present a director.

23.  NOTICES

     Any notice to be given under this Agreement shall either be delivered
     either personally or by a courier appointed by the Company for the purpose.
     The address for service of the Company shall be its registered office and
     the address for service of the Executive shall be his usual or

                                       14
<PAGE>

     last known place of residence. A notice shall be deemed to have been
     served, at the time of delivery whether delivered personally or by courier
     as aforesaid.

24.  FORMER SERVICE AGREEMENTS AND WRITTEN STATEMENT

     24.1 This Agreement shall be in substitution for any previous letters of
          appointment, agreements, (whether Service Agreements with Sports
          Fitness Leisure Limited, E Commerce Group Inc or otherwise),
          arrangements, whether written, oral or implied, relating to the
          employment of the Executive, any and all of which shall be deemed to
          have been terminated by mutual consent and the Executive acknowledges
          that he has no outstanding claims of any kind against Sports Fitness
          and Leisure Limited and/or E Commerce Group Inc.

     24.2 This Agreement constitutes the written statement of terms of
          employment of the Executive provided in compliance with Part 1 of the
          Employment Rights Act 1996.

25.  GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
     Law of England within the exclusive jurisdiction of the Courts of England
     and Wales.

EXECUTED as and for a deed on the date shown on the first page

EXECUTED and DELIVERED as and       )        ...........................Director

For a Deed by                       )        .................Director/Secretary

EXECUTED and DELIVERED as and
For a Deed by the said in the
presence of: -

Witness signature   ......................................

Name                ......................................

Address             ......................................

                    ......................................

                    ......................................

Occupation          ......................................

                                       15
<PAGE>

                        SCHEDULE 1 - Individual Details
                        -------------------------------

Name:       RICHARD CHARLES NICHOLS


Address:    HAWKERS HILL FARM

            KNAPP LANE

            AMPFIELD, ROMSEY, HAMPSHIRE,  SO51 9BT

Capacity:   CHIEF OPERATING OFFICER of E COMMERCE GROUP INC AND MANAGING
            DIRECTOR OF SPORTS FITNESS AND LEISURE LIMITED.

Date of commencement of continuous employment:  2/nd/ October 1997

Principal place of work:        Currently at Ampfield but likely to be at new
                                offices in West Berkshire, North Hampshire or
                                South Oxfordshire.

Basic Annual Salary of:         (Pounds)75,000.00 per anum

Notice required to terminate
Employment by either side:

During the first year
of employment                                   -     12 months

After the first year
of employment                                   -     12 months

Person to whom the Executive reports:  CHIEF EXECUTIVE OFFICER OF E COMMERCE
                                       GROUP INC (Tony Arnold)

                                       16
<PAGE>

                              SCHEDULE 2 - Duties
                              -------------------

   As Managing Director of Sports Fitness and Leisure Limited, Chief Operating
   Officer of E Commerce Group Inc and (where applicable) as directors of such
   other Group Companies to which he is appointed

   Minimum Job Description and Objectives

To be confirmed by reference to the Joint Business Plan
AND such other duties as the Board may determine from time to time.

                                       17
<PAGE>

               SCHEDULE 3 - Bonus and Share Option Arrangements
               ------------------------------------------------

BONUS
-----

During you first year of Employment you will be eligible to participate in the
Company's Annual Performance Bonus Scheme ("Bonus Scheme"), subject to the
provisions in force from time to time, which is based upon the attainment of
both Company and your Personal Objectives. In the case of the later, dependent
upon Company Objectives being met.

For this year you could earn up to (Pounds)25,000.00 in this Bonus Year under
the following Bonus Scheme:

                1/st/ Half of bonus year       2/nd/ Half of bonus year

Attributable
to:-
revenue         (Pounds)2,000                  (Pounds) 6,000            (32%)

profit          (Pounds)3,000                  (Pounds) 9,000            (48%)

management
buy out         (Pounds)1,250                  (Pounds) 3,750            (20%)
                -------------                  --------------

                (Pounds)6,250                  (Pounds)18,750

Attainment of the above bonus elements will be based on specific goals and
objectives for each element. These will be set following the completion of the
business planning exercise for the group.

Should you fail to meet these goals and objectives set in any aspect attributed
above then you shall have an opportunity to make up for under achievement
following completion of the financial provided the audited accounts show
achievement of 110% of group budget in the following areas: -

110% achievement of the revenue goals
110% achievement of the NOPBIT
110% achievement of the NOPAT

SHARE OPTIONS
-------------

Upon becoming an Executive of E Commerce Group Inc and only after 12 months
qualifying service (since the date of your Service Agreement) as an employee
with the Company you shall be entitled to participate in E Commerce Group Inc's
Executive Share Option Scheme ("the Scheme").

Participation in such Scheme is subject to any applicable Inland Revenue limits
and to the rules of the Scheme for the time being in force.

Allocation of options to acquire shares under the Scheme is entirely a matter
for E Commerce Group Inc's discretion and that of its shareholders.

If discretion is exercised in each year the following shares options will be
allocated:

                                       18
<PAGE>

End of Year 1 of service  -  option to purchase 10,000 shares @ $2.00 per share
End of Year 2 of service  -  option to purchase 10,000 shares @ $3.50 per share
End of Year 3 of service  -  option to purchase 10,000 shares @ $5.00 per share

E Commerce Group reserves the right to change the rules of the Scheme from time
to time by amendment, addition and/or deletion or to discontinue the Scheme
altogether or to declare in relation to a particular period that the Scheme will
not operate.

                         SCHEDULE 4 - Expenses Policy
                         ----------------------------

You will be reimbursed for all reasonable expense properly incurred by you in
the proper performance of your duties, provided such expenses are properly
vouched or receipted evidencing actual payment as the Board may reasonably
require.

Such expenses can include: -

     (1)  fuel for both business and private mileage payable at the rate of
          (Pounds). 40 pence per mile.

     (2)  personal telephone expenses (home and mobile) for business use only or
          notionally 60% of the total quarterly bill, whichever is greater.

     (3)  business entertaining

If as part of your performance of your duties it is necessary and reasonable for
you to undertake air travel then where the duration of the flight is in excess
of four hours you may choose to travel Business Class.  Where the duration of
the flight is under 4 hours you will normally be expected to travel economy
class, subject to availability and the convenience of travelling arrangements.

                         SCHEDULE 5 - Benefits in Kind
                         -----------------------------

Subject to the details and terms of each Scheme and insurance policy conditions
from time to time in force respectively the following may be provided to you, in
the Company's absolute discretion and the Company may exercise its rights to
withdraw the same at any time: -

(1)  A Subaru Company Car until the end of its Lease Rental Agreement in
     accordance with the terms of the existing Lease Rental Agreement and
     thereafter either (1) a Company Car on an approved Lease arrangement
     provided that the total monthly lease/rental cost to the Company is no more
     than (Pounds)500.00 per month (inclusive of car servicing); or (2) a car
     allowance of (Pounds)550.00 per month contribution towards your own
     vehicle.

(2)  Family Health Care Medical Expenses Insurance Cover for you, your spouse or
     partner and immediate family.

(3)  Permanent Health Insurance

(4)  Life Assurance for up to 4X times salary to your estate in the event of you
     death during the period of your employment.

(5)  Executive's Key Man insurance cover.

                                       19
<PAGE>

                        SCHEDULE 6 - Disciplinary Code
                        ------------------------------

The purpose of the Disciplinary Code is to ensure that any alleged failure to
observe the Company' rules and standards of conduct is fairly dealt with and
this code applied to the Executive as it does to all employees of the Company.

A report of all disciplinary action taken under this disciplinary code will be
kept with the relevant Executive's employment file in the Company's records. A
copy of the employment records will be supplied to the Executive on request.

For the purposes of this disciplinary code breaches of the Company's rules are
categorised as follows:

     .  misconduct;
     .  gross misconduct;
     .  incapability

PROCEDURE
---------

The following steps will be taken, as appropriate, in all cases where it is
considered that disciplinary action is necessary. The Board may, in any
individual case, elect to delegate some or all of the procedures listed below to
a committee of the Board.

Investigation

No action will be taken before a proper investigation has been undertaken by the
Board relating to the circumstances of the matter complained of. If appropriate,
the Board may, by written notice, suspend the Executive for a specified period
during which time the investigation will be undertaken. In the case of
suspension the Executive's contract of employment will be deemed to continue
together with the rights specified thereunder including the payment of salary
and other benefits in kind, but during the period of suspension the Executive
will not be entitled to enter upon the Company's premises except at the prior
request or with the prior consent of the Board. Any decision to suspend the
Executive will be notified by the Board and confirmed in writing.

Disciplinary Hearing

If the Board decides to hold a disciplinary hearing the Executive will be given
details of the complaint against him at least 3 working days' before the
hearing. At any disciplinary hearing the Executive will be given an opportunity
to state his case.

Appeal

At any stage of the disciplinary procedure the Executive has a right of appeal
to (1) the Chief Executive Officer, or (2) the Chairman, or (3) an appointed
representative of the Shareholders, where selected by the Chief Executive
Officer, or (4) any other Board Member. The Executive must inform one of the
persons listed in (1) to (4) above in writing of the wish to appeal within 5
working days of the date of the decision, or action of the Board appealed
against.

The Board will conduct an appeal hearing as soon as possible after the Executive
has given notice of the wish to appeal. The Executive will be given an
opportunity to state his case at the appeal hearing.

                                       20
<PAGE>

The decision reached following the appeal hearing will be notified to the
Executive in writing and will be final and binding.

Right of Accompaniment

At all disciplinary and appeal hearings the Executive may choose to be
accompanied by another member of staff or a Trade Union Representative ("the
Companion"). If the Companion chosen by the Executive is not available at the
time proposed for the hearing by the Company, the Executive is entitled to
propose that the hearing takes place at a reasonable alternative time. That
alternative time must not be later than 5 working days (beginning with the first
working day after the date originally proposed by the Company for the hearing)
after the day proposed by the Company. The Company will allow any employee time
off to act as a Companion to another employee or Executive who is required to
attend a disciplinary hearing.

The Companion will be permitted to address the hearing but will not be entitled
to answer questions on the Executive's behalf. However, the Executive may,
during the course of the hearing, ask for the opportunity to confer privately
with his Companion.

MISCONDUCT
----------

Examples of Misconduct

The following are examples of offences which will be treated as misconduct: -

     .  bad time-keeping;

     .  unauthorised absence;

     .  minor damage to Company property;

     .  minor breach of the Company's rules;

     .  failure to observe Company procedures;

     .  minor incidents of abusive behaviour.

These offences are not exclusive or exhaustive any other offences of a similar
or equivalent nature and degree will be dealt with as misconduct.

Procedure Following Misconduct

A first warning will be given by the Board and may be oral or written according
to the circumstances and the severity of the misconduct. In either event the
Executive will be advised that the warning constitutes the first formal stage of
this procedure. A note that the warning has been given and a copy of the
warning, if it is in writing, will be placed with the relevant Executive's
employment file in the Company's records.

If the Executive commits a further offence of misconduct a final warning will be
given and confirmed to the Executive in writing. This warning will state that if
the Executive commits a further offence of misconduct the employment will be
terminated.

If a further offence of misconduct is committed the Executive may be dismissed.
The decision to dismiss and the reason for it will be notified to the Executive
in writing.

                                       21
<PAGE>

GROSS MISCONDUCT
----------------

Examples of Gross Misconduct

The following are examples of offences which will be treated as gross
misconduct: -

     .  theft of Company or employees' property;

     .  unauthorised possession of Company or employees' property or use of
        facilities;

     .  unauthorised acceptance of gifts from any customer client or supplier or
        prospective customer client or supplier of the Company;

     .  serious damage to Company property;

     .  misuse or illegal duplication (in the case of software) or removal of
        Company property;

     .  falsification of records, reports, accounts, expense claims or self-
        certification forms;

     .  refusal to carry out duties or reasonable instructions;

     .  intoxication by reason of drink or drugs;

     .  serious breaches of Company rules;

     .  violent, dangerous or intimidatory conduct;

     .  sexual, physical, mental or racial harassment.

These examples are not exhaustive or exclusive and any other offences of a
similar or equivalent nature and degree will be dealt with as gross misconduct.

Procedure following Gross Misconduct

Any incident of gross misconduct will result in immediate dismissal of the
person concerned without notice or pay in lieu of notice. The decision to
dismiss and the reason for it will be notified to the Executive in writing.

INCAPABILITY
------------

Examples of Incapability

The following are examples of incapability: -

     .  poor performance;

     .  incompetence;

     .  unsuitability;

     .  lack of application.

                                       22
<PAGE>

These examples are not exhaustive or exclusive and instances of a similar or
equivalent nature will be dealt with as incapability.

Procedure on Incapability

A first warning will be given by the Board and will be confirmed to the
Executive in writing. This warning will state that the Executive's standard of
work will be reviewed at the end of a period of one month after the date of the
warning. Where appropriate the Executive will be offered additional training in
order to assist the Executive to reach a satisfactory level of competence.

If following the review the Executive's standard of work has not improved to a
satisfactory level a final warning will be given by the Board and confirmed in
writing. The final warning will state that unless the Executive's standard of
work improves within a period of one month after the date of the warning the
employment will be terminated.

REMOVAL OF WARNINGS FROM RECORDS
--------------------------------

Subject to satisfactory performance and conduct, records of any warning given
under these procedures will be removed from the Executive's employment records
after 2 years.

If the Executive's standard of work has still not reached a satisfactory level
by the end of the further period of one month the Executive may be dismissed.
The decision to dismiss and the reason for it will be notified to the Executive
in writing.

                                       23