Exhibit 4.5

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NATIONAL GRID GROUP PLC and 
  NATIONAL GRID COMPANY PLC

And

STEVE LUCAS

Dated
      13/6/2002





| |                       | 
| | --------------------- | 
| | SERVICE
    AGREEMENT | 
| |                       | 



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THIS SERVICE AGREEMENT DATED
  13/6/2002 IS
  BETWEEN:

NATIONAL GRID
GROUP
plc (to become National Grid Transco plc) (the Company)
and THE
NATIONAL
GRID COMPANY plc whose registered offices are at 15
Marylebone Road, London NW1 5JD and National Grid House, Kirby Comer Road, Coventry,
CV4
8JY respectively (the Companies) and STEVE LUCAS (you).

|1.  | CONDITION
    PRECEDENT                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | This agreement
        shall be conditional upon the scheme of arrangement for the merger of
        the Company and Lattice Group plc becoming unconditional and becoming
        effective by not later than 31 March 2003 or such later date (if any)
        as the Company and Lattice Group plc may agree and the High Court may
    allow.
|    |                                                                                                                                                                                                                                                                                                                                                  
|2.  | APPOINTMENT
    AND TERM                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                  
|2.1 | You
        willbe
        employed by the Company as an Executive Director and will perform such
        duties as may be assigned to you from time to time in accordance with
    Clause 3. Your current job title is Group Finance Director and you will report
    to the Group Chief Executive.                                             
|    |                                                                                                                                                                                                                                                                                                                                                  
|2.2 | Your
        appointment to this post will continue, subject to and in accordance
    with the provisions of this contract, until terminated:                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | (c)                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                  
|2.3 | In
        accordance with the Companys Articles of Association, your appointment
    is subject to ratification by shareholders in General Meeting.                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                  
|2.4 | Your
        previous employment with Lattice Group plc does count as part of your
        period of continuous employment with the Companies. Your period of continuous
        employment commenced on 25
    July 1994.                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                  
|3.  | DUTIES                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                  
|3.1 | During
    the continuance of your employment, you will:                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | (c)                                                                                                                                                                                                                                                                                                                                              

2

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | unless
        prevented by sickness or injury and except during holidays, devote the
        whole of your time, attention and ability during your hours of work to
    the performance of your duties under this Contract;                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | act
        only in accordance with the Memorandum and Articles of Association of
        the Company or of the relevant Associate or Subsidiary In the Company;
    and                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | keep
        the board of directors of the Company (and, where applicable of the relevant
        Group company) promptly and fully informed (in writing if so requested)
        of your conduct of the business or affairs of the Company and provide
    such explanations as they may require.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   
|3.2 | Your
        normal hours of work total 37 hours per week However, you will be expected
        to work such other hours as may reasonably be required for the proper
        performance of your duties and you will not be entitled to receive additional
        remuneration for work over and above normal hours. In line with the Working
        Time Regulations, you will not be required to work more than an average
    of 48 hours per week.                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   
|3.3 | You
        will be based
in London.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   
|3.4 | The
        Company reserves the right (as far as it is reasonable to do so and after
        giving you reasonable notice of the change) to relocate your main place
        of work to (or to require you to perform some of your duties from or
        to post you
temporarily to) any of its UK offices.                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   
|4.  | SALARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   
|4.1 | During
        the continuance of your employment (subject to Clause 10.2),
        you will be entitled to a salary at the rate of £315,000 per annum
    (or such higher rate as may from time to time be agreed between the parties).                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   
|4.2 | Your
        salary will accrue from day to day, be payable by equal monthly instalments
        on or before the last day of each month, and be inclusive of any remuneration
        to which you may be, or become entitled as a holder of any office in
        the Company or any other
company for the time being in the Company.                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   
|4.3 | The
        salary referred
        to in Clause 4.1 above shall be reviewed annually. The
        current review date is 1 April and your salary will be reviewed for the
    first time in April 2003.                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   
|4.4 | The
        remuneration of senior staff is linked to the Company's and their own
        performance and you will be covered by these arrangements. This includes
        performance management principles and clear and agreed performance targets
        and objectives for each year which will be discussed and agreed with
        you by the Group Chief Executive. Following assessment of performance
        against these targets an annual bonus, currently of up to 60%, may be
        payable in June following the relevant year end. The performance year
    is 1 April to 31 March.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                   

3

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|5.  | PENSION
    AND BENEFITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.1 | You
        will be entitled to remain a member of the Lattice Group Pension Scheme.
        The scheme's benefits and contributions are subject to a statutory earnings
        cap. If your pensionable earnings exceed this cap you will automatically
        participate in the Lattice Group Supplementary Benefits Scheme. This
        provides for pension benefits to be payable in respect of those earnings
        above the cap that would otherwise have been pensionable had the limit
        not applied. Membership of such schemes is subject to and in accordance
        with the rules of the relevant scheme. The
        Companies agree to become participating employers if necessary to maintain
    your membership of the pension scheme(s).                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.2 | There
        will be no further awards under the Lattice Long and Short Term Incentive
        Schemes and any other incentive schemes that Lattice Group plc has established
        which will close but without prejudice to existing awards. Subject to
        meeting the Company's eligibility criteria you will be eligible to participate
        in other share schemes in the Company. At the Company's discretion you
        will have the opportunity of participating in the Lattice personal accident,
        private medical insurance and financial counselling schemes. The Company
        may amend, suspend or terminate these schemes or any parts thereof, at
        any time in its absolute discretion and you shall have no contractual
        right to any continued participation in the same. Membership of such
        schemes is subject to and in accordance with the rules of the relevant
    schemes as amended from time to time.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.  | PROFESSIONAL
    FEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.1 | The
        Company will reimburse you in full for subscriptions for any professional
        memberships which,
in its opinion, are relevant to your employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.  | CAR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.1 | You
        will be provided you with a car of suitable age, make, model and specification
        during the continuance of your employment in accordance with the policy
        laid down by the Company from time to time and the Company shall pay
        all standing and running costs
        relating to it (including the cost of fuel for private mileage) but not any
        taxable benefit arising. You shall comply with all rules laid down by
        the Company in relation to Company vehicles, notify the Company immediately
        of any accident involving your car and of any charge brought against
        you for a motoring offence and, unless otherwise agreed, shall return
    the car to your place of work forthwith on termination of your employment.                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.  | EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.1 | You
        will be reimbursed with all reasonable and properly incurred travelling,
        hotel and other expenses properly incurred by you in the performance
        of your duties under this Contract, subject to you providing the Company
        with receipts or other evidence as shall be required, of payment of the
        said expenses. The Company will also, during your employment, reimburse
        line rental and cost of business calls in respect of your
home telephone.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.  | HOLIDAYS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.1 | You
        will be entitled, on a pro-rata monthly basis, to 28 working days' holiday
        without loss of pay in each year to be taken at such times as may be
    approved in advance by the Group Chief
        Executive. Holidays may not be carried forward from one year to the next.
        No payment will be made by the Company during the continuance of this
    Contract in lieu of holidays not taken.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

4

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|9.2  | Upon
        termination of this Contract, you shall be entitled to payment (at the
        rate of 1/260th of your annual salary for each day) in lieu on a pro
        rata basis for any holidays not taken which have accrued in the year
        up to the Date of Termination. However, if appropriate, the Company shall
        be entitled to deduct from your final salary instalment an amount equal
        to 1/260th of your salary for each day's holiday taken prior to the Date
    of Termination in excess of your proportionate entitlement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.  | SICKNESS
    AND INJURY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.1 | If
        you are
    absent from work as a result of sickness or injury you will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.2 | You
        will, subject to compliance with sub-clause 10.1 above and to Clause
        16 below, be entitled
to:                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | but
        you will not be entitled to any payment of salary or maintenance of benefits during
    any absence in excess of 12 months.                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.3 | The
        Company will pay statutory sick pay, where appropriate, in accordance
        with the legislation in force at the time of absence, and any payment
        of salary in accordance with Clause 10.2 will go towards discharging
    its liability to pay statutory sick pay.                                                                                                                                                                                                                                                                       

5

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|11.  | CODE
    OF CORPORATE GOVERNANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.1 | The National
        Grid Group plc's Code of Corporate Governance provides for you, in furtherance
        of your duties as a Director of the Company, to take independent professional
        advice, if necessary, at the Company's expense. The Chairman or the Group
        Company Secretary should be notified if this step is taken, which should
        only be taken in the best
interests of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.2 | As a Director
        of the Company you are, of course, bound by the provisions of the Companies
        Act and the Listing Rules of the United Kingdom Listing Authority, the
        provisions of the Financial Services and Markets Act 2000 and
        the Code of Market Conduct, the details of which are available from the
        Group General Counsel and Company Secretary. If at any point you are
        uncertain as to the interpretation of such provisions you must seek the
    advice of the Group Chief Executive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.  | INTERESTS
    IN OTHER BUSINESSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.1 | You shall disclose
        promptly in writing to the Company all your interests and those of your
        spouse and dependent children, in any business other than the business
        of the Company and its Subsidiaries and Associates and, save with the
        written consent of the Company (such consent not to be unreasonably withheld),
        you will not during the continuance of your employment accept any public
        office nor will you hold any directorship nor will you be engaged or
        interested (except as the holder for passive investment purposes of any
        shares or other securities quoted or dealt in on the London Stock Exchange,
        any other recognised stock exchange or NASDAQ not exceeding, in any case,
        3 per cent of the class of securities of the company concerned) either
        directly or indirectly in any business or commercial occupation other
    than the business of the Company and its Subsidiaries and Associates.                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.2 | In relation
        to dealing in shares, debentures or other securities of the Companies,
        its Subsidiaries or Associates and unpublished price sensitive information
        affecting the shares, debentures or other securities of any other company,
        you shall comply where relevant with every rule of law, every regulation
        of the UKLA, The London Stock Exchange and every regulation of the Company
        from time to time in force including compliance with the spirit as well
        as the letter of the rules for the time being applicable to the relevant
        stock exchanges on which shares of the Companies, its Subsidiaries or
        Associates are for the time being listed or traded. In relation to overseas
        dealings, you will also comply with all laws of the state and all regulations
        of the stock exchange, market or dealing system in which such dealings
        take place; and you will not (and will procure so far as you are able
        that your spouse and children do not) deal or become or cease to be interested
        (within the meaning of Part 1 of Schedule XIII to the Companies Act 1985)
        in any securities of the Company except in accordance with any rules
        or guidelines from time to time relating to securities transactions by
    senior executives of the Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.  | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.1 | You will
        not during the continuance of your employment or afterwards (unless authorised
        to do so by the Company or by a court of competent jurisdiction) directly
    or indirectly:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

6

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|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | use for
    your own benefit or the benefit of any other person; or                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | disclose
        to any
person,                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | any
        trade secrets or other confidential information relating to the business,
        affairs,
        finances, products or processes of the Company and/or of any of its Subsidiaries
    or Associates ("Confidential Information").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.2 | The
        restriction in this Clause will not prevent you after the Date of Termination,
        from
        using for your own or another's benefit, any Confidential Information
    which:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | by virtue
    of your employment, becomes part of your own skill and knowledge; and                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | apart from
    the provisions of this Contract, could lawfully be used by you for that purpose.                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                 
|13.3 | During
        your employment,
you will not:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | directly
        or indirectly solicit, receive or obtain any discount, rebate, commission
        or other inducement (whether in cash or in kind) which is not authorised
        by regulations or guidelines from time to time governing dealings by
        executives on behalf of the Company, or, if you do, you will account
    immediately to the Company for the amount so received;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | except
        in the proper course of your duties under this Agreement
        remove from Company premises or copy or allow others to copy (or transmit
        by fax, e-mail or other means) the contents of any document, computer
        disk, tape or other tangible item which contains any Confidential Information
    or which belongs to the Company; or                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | at any
        time make any untrue or misleading statement relating to the Company,
    or any of its Subsidiaries or Associates.                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                 
|14.  | PROTECTION
    OF INTERESTS OF COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                 
|14.1 | During
        the period of 12 months after the Date of Termination, you will not directly
        or indirectly offer employment to or solicit or entice away or endeavour
        to entice away from the Company, or any of its Subsidiaries or Associates,
        any person who is and was, at any time during the period of two years
        prior to the Date of Termination, employed or engaged by the Company
        or any of its Subsidiaries or Associates in a senior management, senior
        technical or senior sales position and who, by reason of such position,
        possesses any Confidential Information or is likely to be able to solicit
        the custom of any customer of the Company, or its Subsidiaries or
Associates.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                 
|14.2 | After
        the Date of Termination, you will not represent yourself or permit yourself
        to be held out as being in any way connected with or interested in the
        business of the Company, and after such date you will not represent yourself
        or permit yourself to be held out as being in any way connected with
        the business of any of the Subsidiaries or Associates of the Company,
        except if and for so long as you remain an employee of that Subsidiary
    or Associate.                                                                                                                                                                                                                                         

7

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14.3 | It is
        your obligation to ensure you take no action and make no statement (or
        omit to take any action or make any statement) which constitutes unlawful
        discrimination whether under the Equal Pay Act 1970, the Sex Discrimination
        Act 1975, the Race Relations Act 1976, the Trade Union and Labour Relations
        (Consolidation) Act 1992, the Disability
Discrimination Act 1995 or otherwise.                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14.4 | You are
        required to comply with the provisions of the legislation on health and
        safety and working conditions. You are further required to do your utmost
        to ensure that the Company, and any of its Subsidiaries or Associates,
        comply with such health and safety legislation, all legislation concerning
        their areas of activity and generally with all legal obligations affecting
        the Company, orany of
    its Subsidiaries or Associates.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14.5 | In this
        Clause references to acting directly or indirectly include (without prejudice
        to the generality of that expression) references to acting alone or jointly
        with or
by means of any other person, firm or company.                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15.  | DATA
          PROTECTION ACT 1998                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15.1 | For the
        purpose of the Data Protection Act 1998 you give your consent to the
        holding and processing of personal data provided by you to the Company
        for all purposes relating to the performance of this Contract including,
    but not limited to:                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|16.  | TERMINATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|16.1 | At
        any time after
notice to terminate your employment
has been served or received by the Company, the Company may:                                                                                                                                                                                                                                                                                                                                                                     

8

---



|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | require you to return to the Company any documents, computer disks and tapes and other tangible items in your possession or under your control which belong to the Company or which contain or refer to any Confidential Information; and/or                                                                                                                               
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | require you to delete all
       Confidential Information from any computer disks, tapes or other reu-sable
       material in your possession or under your control and destroy all other
       documents and tangible items in your possession or under your control
       which contain or refer to any Confidential Information; and/or                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | for such period as it considers reasonable ending no later than the expiry of such notice suspend you from the performance of all or any of your duties under this Agreement; and/or                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                            
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | appoint a replacement to hold the same or similar job title as you and/or to carry out all or any of your duties instead of you; and/or                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                            
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | for such period as it considers reasonable ending not later than the expiry of such notice exclude you from all or any premises of the Company or its Subsidiaries or Associates; and/or                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                            
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | for such period as it considers reasonable ending no later than the expiry of such notice require you not, without its prior consent, to engage in any contact (whether or not at your own instance) with any customer, supplier, employee, director, officer or agent of any company in the Company which touches and concerns any of the business affairs of the Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                            
|16.2 | Without
      prejudice to the Company's right to summarily dismiss you for gross misconduct,
      the
      Company will be entitled to terminate your employment without notice if
    you:                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | commit a serious or persistent
    breach of any term of this Contract;                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | commit any act of dishonesty
      or engage in any conduct (in either case whether or not in the course of
      your employment) which, in the opinion of the Company, causes or is likely
      to cause your continued employment to be detrimental to the interests or
    reputation of the Company, or any of its Subsidiaries or Associates;                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | become bankrupt or compound
      with your creditors;
or                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                            
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | are convicted of any arrestable
      criminal offence (other than an offence under road traffic legislation
      in the United Kingdom or elsewhere for which a fine or non-custodial penalty
    is imposed).                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                            
|16.3 | If you are incapacitated
      by sickness (including mental disorder) or injury from carrying out your
      duties under this Contract for a continuous period of 180 days or for an
      aggregate of 130 working days in any 12 consecutive months, the Company
      will be entitled, notwithstanding Clause 10.2 or your entitlement at that
      time to sick pay or benefits under the Company's permanent health insurance
      scheme, to terminate this Contract by not less than 6 months' written notice
    given within 6 months after the end of the 180 or (as the case may be) 130
    working days.

9

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|16.4 | When
        requested to do so during the currency of any notice to terminate your
        employment
        given or received by you and, in any event, on the Date of Termination
    you will promptly:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | and you hereby
        irrevocably authorise the Company to appoint someone as your attorney
        to act in your name and on your behalf to execute all documents and do
        all things necessary to effect the resignations referred to above, in
        the event of your failure to do so within 7 days of your being so requested
    or of the Termination Date (as the case may be).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|16.5 | On serving
        or receiving notice to terminate this Contract or at anytime thereafter
        during the currency of such notice the Company reserves the right in
        its absolute discretion to pay to you your salary (at the rate then payable
    under Clause 4.1 hereof) in lieu of your entitlement to notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|16.6 | Any termination
        of your employment will be without prejudice to your continuing obligations
    under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|17.  | TERMINATION
    BY REORGANISATION OR RECONSTRUCTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|17.1 | If
        there is a "change of control" (as hereinafter defined) and this Contract is terminated
        by the Company within twelve months of the change of control taking place
        (including a termination which amounts to constructive dismissal but
        excluding a termination in accordance with Clause 16.2 of this Contract
        or by reason of gross misconduct) the Company shall (i) be under no obligation
        to give you any period of notice and (ii) as liquidated damages, pay
        to you within one month of the termination, an amount equal to one year's
        salary at the rate current on the Date of Termination and credit you
        with one year's additional pensionable service (together "the Damages").
        For this purpose this contract is "terminated" on the date the Contract
        ends. For the avoidance of doubt, the merger of the Company and Lattice
    Group plc shall not be a "change of control" for these purposes.

10

---



|17.2 | Any payments made under Clause
        17.1 above shall be less any deductions which the Company may be required
        by law to make including, without limitation, in respect of tax and other
        statutory deductions, and are conditional on you agreeing to be bound
        by the restrictive covenants in the Confidentiality and Business Protection
        Agreement and your signing a compromise agreement which complies with
        the requirements of Section 203 of the Employment Rights Act 1996 whereby
        you accept such payments in full and final settlement of all claims which
        you have or may have against the Company or any subsidiary or associated
        company arising out of the termination of this Contract and your employment,
        save for any personal injury claim, any accrued rights that you have
        in the Lattice Group Pension Scheme. It is agreed that the Damages are
        a genuine pre-estimate of your loss and shall not be reduced by reason
    of the doctrines of mitigation and accelerated receipt.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|17.3 | For the
        purposes of this Contract, a "change of control" shall
occur if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|18.  | WAIVER OF RIGHTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|18.1 | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

11

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|19.  | DISCIPLINE
    AND GRIEVANCES                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|19.1 | As a
        Director of the Company, you are expected to conduct yourself in a thoroughly
        professional manner at all times. A copy of the Employee Rules of the
        Company for the time being in force, which apply to you by virtue of
        your employment hereunder but which do not form part of your terms and
        conditions of employment, can be obtained
from Group Human Resources.                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|20.  | INVENTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|20.1 | If
        at any time during the continuance of your employment you, whether alone
        or with any other person, make, discover or produce any invention, process,
        development or design which relates to, or affects, or in the opinion
        of the Company is capable of being used or adapted for use in or in connection
        with, the business or any product, process or intellectual property right
        of the Company
or any of its Subsidiaries or Associates:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|20.2 | You
        will, if and when required to do so by the Company (whether during the
        continuance
        of your
employment or afterwards), and at its expense:                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|20.3 | In
        relation to each and every copyright work or design which relates either
        directly
        or indirectly to the business of the Company, or any of its Subsidiaries
        or Associates (a "Group Work") which you (jointly or alone) originate,
    conceive, write or make at any time during the period of your employment:                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

12

---



|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | you hereby
        assign to the Company by way of future assignment all copyright, design
        right and other proprietary rights (if any) throughout the world in such
    Group Work;                                                                                                                                                                                                                                     
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | you hereby
        irrevocably and unconditionally waive in favour of the Company any and
        all moral rights conferred on you by Part 1 of the Copyright Designs
        and Patents Act 1988 in
    relation to any such Group Works;                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | you acknowledge
        that, for the purposes of the proviso to Section 2(1) of
        the Registered Designs Act 1949 (as
        amended by the Copyright Designs and Patents Act 1988), the
        covenants on the part of you and the Company will be treated as good
        consideration and, for the purposes of that Act, the Company will be
    the proprietor of any design which forms part of the Group Works.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|21.  | INTERPRETATION                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | In
        this Contract:                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|21.1 | "Associate" means
        a body corporate which for the time being has not less than 20 per cent
    of its equity share capital beneficially owned by the Company;                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|21.2 | "Date
        of Termination" means the date upon which your employment under this
        Agreement terminates or, where so notified by the Company, the date with
        effect from which the Company exercises its right to suspend you under
    Clause 16.1(c);                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|21.3 | "Subsidiary" has
        the meaning attributed to it by Section 736 of
        the Companies Act 1985 and "equity
        share capital" has the meaning attributed to it by Section 744 of
    the Companies Act 1985;                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|21.4 | unless
        otherwise stated and except in Clause 22 below, a reference
        to "your employment" is to your employment by the Companies under this
    Contract;                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|21.5 | unless
        the context otherwise requires, words in the singular include the plural
        and vice versa, and a reference to a person includes a reference to a
    body corporate and to an unincorporated body of persons;                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|21.6 | a
        reference to a statute or statutory provisions includes a reference to
    that statute or provision as from time to time modified or re-enacted.                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|22.  | ENTIRE
    CONTRACT CONTINUITY AND CONDITIONALITY                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|22.1 | Except
        as otherwise expressly provided by its terms and for any detailed rules
        (not being inconsistent with the express terms hereof) from time to time
        laid down by the Company, this Contract represents the entire understanding,
        and supersedes any previous agreement including between yourself and
        Lattice Group plc, between the parties in relation to your employment
    by the Company, its Subsidiaries or Associates.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 

13

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|23.  | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|23.1 | Any
        notice to be given under this Contract will be in writing and will be
        deemed to be sufficiently served by one party on the other if it is either
        delivered personally or is sent by prepaid first class post and addressed
        to the party to whom it is to be given, in the case of yourself, at your
        last known residence and in the case of the Company, at its registered
        office, and any such notice if so posted will be deemed to have been
        served on the day (excluding Sundays and public holidays) following that
    on which it was posted.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|24.  | JURISDICTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|24.1 | This
        Contract shall be governed by and interpreted in accordance with the
        laws of England and Wales and each of the parties submits to the jurisdiction
        of the English and Welsh courts as regards any claim or matter arising
        under this Contract or as
a direct result of your employment by the Company.                                                                                                                                                                                                                                                                     



|IN
        WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS DOCUMENT
        AS A DEED ON THE DATE FIRST BEFORE WRITTEN:
|-------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                     
|Executed
        by JAMES
    ROSS (Director)
    and FIONA
        SMITH (Secretary)
    for and
    on behalf of the Companies     
|                                                                                                                                     
|Executed
        by STEVE LUCAS
    in the
    presence of:                                                                          
|                                                                                                                                     

|Witness
    Signature: |                                                                         
|---------------------- | ------------------------------------------------------------------------
|Address:               | 4
        OLD DENE COTTS, RANMORE COMMON RD, WEST HUMBLE, SURREY RH5 6AZ
|Occupation:            | EXEC P.A.                                                               

14

---



THIS DOCUMENT IS IMPORTANT AND REQUIRES
      YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you
      should take, you are recommended to seek your own financial advice immediately
      from your stockbroker, bank manager, solicitor, accountant or other independent
      financial adviser authorised under the Financial Services and Markets Act
      2000, or from another appropriately authorised independent financial adviser.

|Lattice
      Group plc                           | National
      Grid Group plc              
|------------------------------------------------- | -------------------------------------------
|130 Jermyn Street                                 | 15
      Marylebone Road                   
|London SW1 Y4UR                                   | London
      NW1 5JD                       
|Registered in England
      and Wales No: 3900804 |                                            
|                                                  | Registered in England and Wales No: 4031152
|                                                  |                                            
|Mr S Lucas,                                       |                                            
|50, The Rise,                                     | 10th June
      2002                       
|Sevenoaks,                                        |                                            
|Kent,                                             |                                            
|TN13 1RL                                          |                                            

Dear Steve,

The Lattice Group
  Long Term Incentive Scheme (the "Scheme")

|1 | Introduction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  | As you are aware,
        the merger of Lattice Group plc ("Lattice") and National Grid
        Group plc ("National
        Grid") by means of a scheme of arrangement (the "Merger")
        is due to take place later this year. This letter explains the impact
        the Merger will have on your Allocations under the Scheme and seeks your
        agreement to the proposal set out in 3 below. Terms used in this letter
      are those used in the Rules of the Scheme, unless otherwise defined.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2 | Impact of
      the Merger                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  | The following table
      sets out your current Allocations under the Scheme:                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| | Allocation Date                                                                                                                                                                                                                                                                                                                                            | No. of Shares           | End of                    | First Transfer         
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | ------------------------- | -----------------------
| |                                                                                                                                                                                                                                                                                                                                                            | comprised in Allocation | Measurement               | Date                   
| |                                                                                                                                                                                                                                                                                                                                                            |                         | Period                    |                        
| |                                                                                                                                                                                                                                                                                                                                                            |                         |                           |                        
| | 1st October 1999                                                                                                                                                                                                                                                                                                                                           | 83,300                  | 30th
      September 2002 | 1st
      October 2003 
| |                                                                                                                                                                                                                                                                                                                                                            |                         |                           |                        
| | 3rd November 2000                                                                                                                                                                                                                                                                                                                                          | 213,073                 | 2nd
      November 2003   | 3rd
      November 2004
| |                                                                                                                                                                                                                                                                                                                                                            |                         |                           |                        
| | 2nd November 2001                                                                                                                                                                                                                                                                                                                                          | 257,572                 | 1st
      November 2004   | 2nd
      November 2005
| |                                                                                                                                                                                                                                                                                                                                                            |                         |                           |                        
| | Under
         the rules of the Scheme, on the sanction of the Merger by the Court,
        the
      trustee of the Lattice Group Employees Share Trust (the "Trustee")
      would decide how much of your Allocations
      should be transferred to you after taking into account the extent to which
      the Performance Targets had been achieved.

-1-

---





|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Based on the current timescales
        for the Merger, the Court sanction of the Merger may occur after the
        end of the Measurement Period for the 1999 Allocation. If this is the
        case, then the amount of that Allocation which is due to you will already
      be known.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3   | The
      Proposal                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Although
        you would be entitled to receive your Allocations on the Merger, the
        Remuneration Committees
        of both Lattice and National Grid believe that as an executive director
        of the newly merged National Grid Transco, you should have an immediate
        stake in its performance. Therefore both Lattice and National Grid are
        seeking your agreement to the following proposal (the "Proposal").                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.1 | Your
      1999 Allocation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On completion
        of the Merger, your 1999 Allocation will vest and the vested shares will
        be "banked" until the end of the original retention period of the 1999 Allocation,
      being 1st October 2003 (the "First Transfer Date"). The number of shares
      which will be banked will be calculated by applying the Performance Targets
      to your 1999 Allocation at the time of the Merger in accordance with the
      rules of the Scheme.                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The shares
      which will be banked will be National Grid Transco shares rather than Lattice
      shares and the number of those shares will be calculated under the Merger
      share exchange ratio by reference to the number of Lattice shares which
      will have vested under the procedure described above.                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On the assumption that
        the Merger takes place in October 2002, and the Performance Target which
        applies to your 1999 Allocation is met in full, 83,300 Lattice shares
        will vest and therefore 31,237 National Grid Transco shares will be banked
      (rounded down to the nearest whole share).                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The
      banked shares will be subject to an option granted by the trustee of the
        Lattice Group Employees Share Trust (the "Trustee"). You will be
      able to exercise your option on payment of £1 during a period of
      three months from the First Transfer Date. The option will be granted to
      you on
      the same principle terms as your 1999 Allocation, including dividend reinvestment,
      but will only be subject to forfeiture if you cease employment by reason
      of gross misconduct. There will be a number of minor differences between
      the terms of your 1999 Allocation and the option to reflect that the fact
      that you will have an option rather than a conditional awards of shares.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.2 | Your
      2000 and 2001 Allocations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Following the Merger, your
        2000 and 2001 Allocations will continue on their original terms save
      that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

-2-

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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|  | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                           | if you leave the
      employment of the National Grid Transco group for any reason you will, unless
      the Remuneration Committee of National Grid Transco decides otherwise, be
      entitled to receive the shares comprised in your 2000 and 2001 Allocations
      subject to the extent to which the Performance Targets have been achieved
      at the last Measurement Date prior to the date you leave.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|  | The Proposal is conditional
        upon the completion of the Merger but your acceptance of the Proposal
      will be irrevocable.                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|  | On receipt
      of your acceptance of the Proposal, Lattice will notify the Trustee accordingly
      and it will grant you an option over National Grid Transco shares in relation
      to your 1999 Allocation nearer to the time of the Merger, conditional upon
      the Merger taking place. You will also be required to enter into an agreement
      to reflect the revised terms of your 2000 and 2001 Allocations.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|4 | Acceptance
      of the Proposal                                                                                                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|  | To confirm your acceptance
        of the terms set out in this letter, please sign and date the enclosed
        copy of this letter, which will need to be signed by you as a deed, and
      return it to Pat Fulker, Group HR Director, as soon as possible.                                                                                                                                                               



| |                                                             | 
| | ----------------------------------------------------------- | 
| | for and on behalf
        ofNational Grid Group
        plc
| | Lattice Group plc                                           | 

-3-

---





| |                                      |                                            |  |  | 
| | ------------------------------------ | ------------------------------------------ |  |  | 
| | SIGNED
      AS A DEED and DELIVERED |                                            | 
| | by
      Steve Lucas                
| | in
      the presence of:           
| |                                      |                                            |  | 
| |                                      |                                            |  |  | 
| |                                      |                                            |  |  | 
| |                                      |                                            |  | 
| | [Signature
      of Witness]         |                                            |  | 
| |                                      |                                            |  |  | 
| |                                      |                                            |  |  | 
| |                                      |                                            |  |  | 
| | Name                                 | Ms. J. A. HUTCHCROFT                       |  |  | 
| |                                      |                                            |  |  | 
| | Address                              | 4 OLD DENE COTTAGES,                       |  |  | 
| |                                      | RANMORE COMMON
      ROAD                  |  |  | 
| |                                      | WEST HUMBLE, DORKING,
      SURREY RH5 6AZ |  |  | 
| |                                      |                                            |  |  | 
| | Occupation                           | EXEC P.A.                                  |  |  | 
| |                                      |                                            |  |  | 

**This document
      has been approved by J.P. Morgan plc of 125 London wall, London EC2Y 5AJ
      and Cazenove & Co.
      Ltd of 12 Tokenhouse Yard, London EC2R 7AN solely and specifically for
      the purposes of Section 21 of the Financial Services and Markets Act 2000.
      JPMorgan and Cazenove are acting for the Lattice Group plc and no one else
      in connection with the Merger and will not be responsible to anyone other
      than Lattice Group plc for providing the protections afforded to customers
      of JPMorgan and Cazenove or for giving advice in relation to the Merger.**

-4-

---