EXHIBIT 10.17
                                                                   -------------

                       RESTRICTED STOCK PURCHASE AGREEMENT
                       -----------------------------------


     THIS  RESTRICTED  STOCK PURCHASE  AGREEMENT (the  "Agreement")  is made and
entered  into  as of  July  24,  2002  by and FS2  Limited,  a  limited  company
registered in England and Wales under  Registration # 4102584  ("Company"),  and
Peter Short  ("Purchaser").  This  Agreement is entered into to  memorialize  an
allotment of the ordinary shares ((pound)1.00 par value) of the capital stock of
Company, made and agreed upon on April 15, 2002 by and among Company,  Purchaser
and others.

     THE PARTIES AGREE AS FOLLOWS:

     1. Purchase of Shares.
     ----------------------
     Company hereby sells to Purchaser,  and Purchaser hereby buys from Company,
__________ (4000) shares (the "Shares") of the ordinary shares ((pound)1.00 par)
of capital stock of Company on the terms and conditions set forth herein.

     2. Purchase Price.
     ------------------
     Purchaser  shall  purchase the Shares from Company,  and Company shall sell
the  Shares to  Purchaser,  at a price of  (pound)1.00  per  share,  for a total
purchase price of (pound)4000  (the "Purchase  Price").  Purchaser shall pay the
full amount of the  Purchase  Price in cash to Company  upon  execution  of this
Agreement.

     3. Right of Company to Repurchase Shares.
     -----------------------------------------

          3.1 Repurchase Right.
          ---------------------
          The  Shares  shall be  subject  to a fully  assignable  right (but not
     obligation)  of repurchase by Company (the "Right of  Repurchase"),  at the
     repurchase price of (pound)1.00 per Share (the "Repurchase  Price"), if the
     Purchaser's  contractual  relationship with the Company  terminates for any
     reason whatsoever (including death, disability,  involuntary termination by
     Company for cause or without cause, voluntary termination by Purchaser,  or
     expiration   according  to  the  contract's  terms  without  a  renewal  or
     replacement of the contract) (in any event, the  "Termination").  The Right
     of Repurchase  shall apply during the period  beginning on the date of this
     Agreement  and  continuing  for the term  specified  on  Schedule 1 to this
     Agreement (the "Restriction  Period").  Company's rights under this Section
     3.1 shall be freely  assignable  to any other third  party,  in whole or in
     part,  and may be exercised as to all or any portion of the Shares  subject
     to the  Right of  Repurchase  at the  election  of  Company.  The  Right of
     Repurchase  set forth in this  Section  3.1 shall  lapse and shall cease to
     apply  according  to the  schedule  set forth in Schedule 1 and attached to
     this Agreement.

          3.2 Repurchase Procedure.
          -------------------------
          The Right of  Repurchase  shall  terminate if not exercised by written
     notice from Company (or the assignee) to Purchaser  within ninety (90) days
     after the date on which Company receives notice of the Termination.  If the
     Right of Repurchase is  exercised,  Purchaser  shall endorse and deliver to
     the  exercising  party  the  certificates  representing  the  Shares  being
     repurchased,  and such party shall then  promptly pay the total  Repurchase
     Price to the Purchaser in cash or by check.

<PAGE>

          3.3 Binding Effect.
          -------------------
          The Right of Repurchase  shall inure to the benefit of the successors,
     assigns, representatives,  executors, administrators, heirs and legatees of
     Company   and  shall  be  binding   upon  any   representative,   executor,
     administrator,  heir,  legatee or  permitted  assignee  of  Purchaser.  The
     restrictions imposed on the Shares under this Agreement,  including without
     limitation  the  Right  of  Repurchase,  shall  continue  to  apply  to any
     consideration  received by Purchaser  with respect to the Shares during the
     Restriction  Period,  and Purchaser  shall  cooperate  with any  reasonable
     request  of  Company  to  confirm  that  the  terms of this  Agreement  are
     applicable to any such consideration, including by placing legends upon any
     stock certificates Purchaser may receive in exchange for the Shares.

     4. Restrictions on Transfer; Share Certificate Restrictive Legends.
     -------------------------------------------------------------------
     During the Restriction  Period, no Shares which remain subject to the Right
of Repurchase  shall be transferred by Purchaser to any other person without the
written  consent of Company.  To assure  compliance  with this  restriction,  in
addition to any other restrictive legends required to appear on the certificates
evidencing  Shares,  such  certificates  shall  bear the  following  restrictive
legend:

          THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
          ON  TRANSFER,  INCLUDING  A  RIGHT  OF  REPURCHASE,  PURSUANT  TO  THE
          PROVISIONS  OF THE  AGREEMENT  RELATING  TO THE  ACQUISITION  OF  SUCH
          SHARES.

Upon the lapse of the  Right of  Repurchase  with  respect  to a portion  of the
Shares,  Purchaser may submit the Share  certificates  to Company with a request
for removal of the above legend,  and Company  shall,  within a reasonable  time
after such request,  reissue  certificates  for those Shares which are no longer
subject to the Right of Repurchase without the above legend.

     5.   Representations,   Warranties,   Covenants,   and  Acknowledgments  of
     ---------------------------------------------------------------------------
Purchaser.
----------
     Purchaser hereby represents,  warrants, covenants,  acknowledges and agrees
that:

          5.1 Investment.
          ---------------
          Purchaser is acquiring the Shares for Purchaser's own account, and not
     for the account of any other person.  Purchaser is acquiring the Shares for
     investment and not with a view to  distribution or resale thereof except in
     compliance with applicable laws regulating securities.

          5.2 Business Experience.
          ------------------------
          Purchaser is capable of evaluating the merits and risks of Purchaser's
     investment in Company evidenced by the purchase of the Shares.

<PAGE>

          5.3 Relation of Company.
          ------------------------
          Purchaser is currently a consultant,  service  provider or supplier of
     Company  and in such  capacity  has  become  personally  familiar  with the
     business,  affairs,  financial  conditions,  and results of  operations  of
     Company. There have been no representations or warranties by Company or any
     other person or entity,  upon which Purchaser is relying in connection with
     the  transactions  contemplated by this Agreement,  which are not fully set
     forth in this Agreement.

          5.4 Access to Information.
          --------------------------
          Purchaser has had the  opportunity to ask questions of, and to receive
     answers from the  Company's  Directors and  management  with respect to the
     terms and  conditions  of the  transactions  contemplated  hereby  and with
     respect to the  business,  affairs,  financial  conditions,  and results of
     operations of Company. Purchaser has had access to such financial and other
     information as is necessary in order for Purchaser to make a fully-informed
     decision as to investment in Company by way of purchase of the Shares,  and
     has had the opportunity to obtain any additional  information  necessary to
     verify any of such information to which Purchaser has had access.

          5.5 Speculative Investment.
          ---------------------------
          Purchaser's  investment in Company represented by the Shares is highly
     speculative  in nature and is  subject to a high  degree of risk of loss in
     whole or in part. The amount of such investment is within  Purchaser's risk
     capital  means  and  is not so  great  in  relation  to  Purchaser's  total
     financial  resources as would  jeopardize the personal  financial  needs of
     Purchaser or Purchaser's  family in the event such  investment were lost in
     whole or in part.

          5.6 Tax Advice.
          ---------------
          Company has made no warranties or  representations  to Purchaser  with
     respect to the income tax consequences of the transactions  contemplated by
     this  Agreement  and  Purchaser  is in no manner  relying on Company or its
     representatives for an assessment of such tax consequences.

     6. Sale of Business.
     --------------------
     In the event  Company  determines to sell all or  substantially  all of its
assets, or to enter into a merger,  reorganization,  consolidation or other sale
of its business (regardless of form), or if Company's  shareholders determine to
sell more than 50% of the  shares of  Company  owned by them at the time of such
determination  to a third party,  then in any such case,  Purchaser shall (i) at
Company's  request,  sell or  transfer  all (or such  portion  as  requested  by
Company) of the Shares to the  acquiring  person or entity at the same per share
purchase  price  and  on  the  same  terms  received  by  the  Company's   other
shareholders for their shares,  and (ii) at Company's  request,  take such other
action,  and  execute  such  documents  and  instruments,  as are  necessary  or
appropriate to cooperate with Company and to facilitate such transaction.

     7. No Contract of Employment, Partnership or Joint Venture.
     -----------------------------------------------------------
     Purchaser  acknowledges  and agrees that this Agreement does not create any
contract of employment,  partnership,  joint venture and that the existing terms
of Purchaser's  contractual  relationship  with Company are not modified by this
Agreement,  except with respect to the treatment of the Shares and the rights of
Purchaser and Company with respect to the Shares

<PAGE>

     8. Binding Effect.
     ------------------
     Subject to the  limitations  set forth in this  Agreement,  this  Agreement
shall  be  binding   upon,   and  inure  to  the  benefit  of,  the   executors,
administrators,  heirs,  legal  representatives,  successors  and assigns of the
parties hereto.

     9. Governing Law:
     -----------------
     This Agreement  shall be construed and governed in accordance  with English
law.  In any  arbitration  or legal  action  brought to enforce  the  provisions
hereof,  the  prevailing  party in such  action  shall be  entitled  to have its
reasonable  attorney's fees,  arbitration costs, and litigation expenses paid by
the non-prevailing party.

     10. Notices.
     ------------
     All  notices  and other  communications  under this  Agreement  shall be in
writing.  Unless and until Purchaser is notified in writing to the contrary, all
notices,  communications  and  documents  directed to Company and related to the
Agreement, if not delivered by hand, shall be mailed, addressed as follows:

         FS2 Limited
         Fifth Floor Carlton Tower
         34 St. Pauls Street
         Leeds LS1 2QB, England
         Attention: Corporate Secretary

Unless and until  Company is notified in writing to the  contrary,  all notices,
communications  and  documents  intended  for  Purchaser  and  related  to  this
Agreement,  if not delivered by hand,  shall be mailed to Purchaser's last known
address as shown on Company's books.  Notices and communications shall be mailed
by registered mail, return receipt requested,  postage prepaid. All mailings and
deliveries related to this Agreement shall be deemed received only when actually
received.

     11. Entire Agreement.
     ---------------------
     This  Agreement  constitutes  the  entire  agreement  of  the  parties  and
supersedes any and all prior and contemporaneous  negotiations,  correspondence,
understandings  and agreements between the parties respecting the subject matter
hereof. This Agreement may only be amended by a written instrument signed by the
parties  hereto.  In the event of any legal or equitable  action or  arbitration
arising  our of this  Agreement,  the  prevailing  party  shall be  entitled  to
attorneys'  fees  and  costs in  addition  to any  other  relief  to  which  the
prevailing party may be entitled.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.


         COMPANY:                       FS2 LIMITED


                                        By:  /s/ DJ BOLTON
                                        Its:
                                            ------------------------------------

<PAGE>


         PURCHASER:                     /s/ P SHORT


<PAGE>


                                   SCHEDULE 1

                               RIGHT OF REPURCHASE
                    Schedule for Lapse of Right of Repurchase

Repurchase  Period:  Pursuant to Section 3.1 of the  Agreement,  the  Repurchase
Period shall  commence on July 24, 2002 and continue until the close of business
(GMT) on July 24, 2004.

Schedule  for  Lapse of Right of  Repurchase:  Pursuant  to  Section  3.1 of the
Agreement,  the Right of  Repurchase  shall lapse,  and  thereafter  Purchaser's
Shares shall be free from the Right of  Repurchase,  according to the  following
schedule:

     (i)  with respect to thirty-four percent (34%) of the Shares on the date of
          this Agreement;
     (ii) with respect to an additional  sixteen and one-half percent (16.5%) of
          the Shares on January 24, 2003;
     (iii)with respect to an additional  sixteen and one-half percent (16.5%) of
          the Shares on July 24, 2003
     (iv) with respect to an additional  sixteen and one-half percent (16.5%) of
          the Shares on January 24, 2004; and
     (v)  with respect to the final sixteen and one-half  percent (16.5%) of the
          Shares on July 24, 2004.

All references to Shares in this schedule and to percentages of Shares refers to
the total number of Shares originally purchased under the Agreement.