24 March 1999

PAY GRADE 1



WRITTEN STATEMENT OF TERMS AND

CONDITIONS OF EMPLOYMENT



This statement sets out some of your terms and conditions of employment and incorporates the written particulars required by the Employment Rights Act 1996 (as amended).  This document, your offer letter, job description, staff information pack and any rules and procedures published by Field constitute the Contract of Employment.



This statement dated 24 March 1999 sets out certain particulars of the terms and conditions on which Field Group, known hereafter as "Field",



at Hollingwood Lane, Lidget Green, Bradford, West Yorkshire BD7 2RQ



employs Martin H O'Connell



Your grading change and other revisions to your contract become effective on 1 April 1999 with the exception of the provisions regarding notice which are introduced with immediate effect.



Previous employment which counts as continuous employment commenced on 1 November 1976.



1. PLACE OF WORK
2. JOB TITLE
3. JOB DUTIES
4. HOURS OF WORK
5. SALARY
6. BONUS
7. COMPANY CAR
8. MEDICAL/HEALTHCARE BENEFITS
9. Medical Insurance Scheme
10. Health Screening
11. Sick Pay Scheme
12. HOLIDAYS
13. PENSION SCHEME
14. PROFESSIONAL BODIES
15. NOTICE
16. STAFF INFORMATION PACK
17. SAFETY/HYGIENE POLICY
18. DISCIPLINARY RULES AND GRIEVANCE PROCEDURE
19. DUTY OF CONFIDENTIALITY
20. ALL PROPERTIES TO BE RETURNED ON TERMINATION
21. REPRESENTING FIELD
22. NON-SOLICITATION AND NON-COMPETITION
23. In order to protect the legitimate business interests of Field you agree that you will not, without the prior written consent of Field for a period of 12 months after the termination of your employment howsoever caused (whether on your own behalf or on behalf of any other person firm or company:



1. engage or be concerned in whether directly or indirectly in any business which competes in any way whatsoever (whether directly or indirectly) with such part or parts of Field's business as you were concerned to a material extent during the final year of your employment with Field.
2. solicit, accept or deal with in competition with Field, the custom or business of any person who during the period of 12 months immediately preceding the termination of your employment was a customer or supplier of Field and with whom you had personal contact or dealings on behalf of Field and in relation to such part or parts of Field's business as you were concerned to a material extent during the final year of your employment with Field.
3. approach any person who, during the final year of your employment was a senior employee or officer of Field with whom you had a close working relationship with a view to recruiting that person to a business venture which competes (or which will, once operational, compete) with such part or parts of Field's business as you were concerned to a material extent during the final year of your employment with Field.



b.        The restrictions contained in this clause are considered necessary and reasonable by the parties.  In the event that the restrictions are found to be void unless some part of it were deleted or the period of application reduced then such restriction shall apply with such modifications as may be necessary to make it valid or effective.



20.            GARDEN LEAVE



1. Field reserves the right where either you or Field gives notice to terminate the employment or otherwise purports to terminate the employment, to exclude you from all or any of Field's places of business, and to require you to remain at home during all or part of the contractual notice period.
2. Where Field requires you to stay home under this clause, Field is relieved from any obligation whatsoever to provide you with work to do, and your normal duties as described in this Statement will be suspended for the duration of the notice period.  Field will, however, continue to pay your salary and provide all other contractual benefits to which you are entitled for the notice period (provided that it may instead provide you with the cash equivalent of all or any such benefits).



1. OTHER BUSINESS INTERESTS



You shall not, whilst in the employment of Field or any other division within the Company, be engaged in any other business or employment whatsoever without the previous consent, in wiring, of Field, but shall devote the whole of your time, attention and abilities exclusively to the business of Field and in all respects obey and conform to the orders and regulations from time to time issued by Field, and shall at all times well and faithfully serve Field.



1. INVENTIONS AND DISCOVERIES
2. SHARE DEALING RULES
3. OTHER AGREEMENTS



You acknowledge that there are no other agreements or arrangements whether written, oral or implied between you and Field relating to your employment other than those expressly set out or referred to in this Statement.  In particular, you acknowledge that these terms and conditions are in substitution for all other terms and conditions entered into between you and Field and that you have no claim whatsoever against Field in respect of a waiver of your rights under any former terms and conditions of employment.

















/s/ I H DENINSON

Signed on behalf of Field Group plc



Date  24.03.99









I have read, understood and accept the Terms and Conditions of Employment as stated and referred to above and those contained in my offer letter and set out in the staff information pack which are relevant to my employment with Field Group plc.



















/s/ M H O'CONNELL

Signed M H O'Connell



Date