EX 10.15










                          DATED 31/3/99



               Field Group Public Limited Company



                              -and-



                         Keith Gilchrist


                     _______________________


                        SERVICE AGREEMENT


                     _______________________



















THIS AGREEMENT is made on 31/3/99

BETWEEN:

(1)  Field Group Public Limited Company (registered in England
     No. 2586987) whose registered office is at Misbourne House,
     Badminton Court, Rectory Way, Old Amersham, Bucks HP7 0DD (the
     "Company") which is a member of the Chesapeake Corporation, James
     Center II, 1021 E. Cary Street, Box 2350, Richmond, VA 23218-
     2350, USA, ("Chesapeake") and

(2)  Keith Gilchrist of "The Tudor House", Devonshire Avenue,
     Amersham, Bucks HP6 5JF (the "Director")

WHEREBY IT IS AGREED as follows:

1.   DEFINITIONS

In this Agreement:

"Associated Company"          means a company which is from time
                              to time a subsidiary or a holding
                              company of the Company or a
                              subsidiary (other than the Company)
                              of a holding company of the
                              Company.  In this definition
                              "subsidiary" and "holding company"
                              have the same meanings as in
                              section 736 Companies Act 1985, as
                              originally enacted;

"Board"                       means the Board of Directors from
                              time to time of the Company;

"Chesapeake Company"          means Chesapeake and any company
                              which is from time to time a
                              subsidiary or a holding company of
                              Chesapeake or a subsidiary (other
                              than Chesapeake) of a holding
                              company of Chesapeake with the
                              exception of the Company and each
                              Associated Company.  In this
                              definition "subsidiary" and
                              "holding company" have the same
                              meanings as in Section 736
                              Companies Act 1985, as originally
                              enacted;




                               -2-
"Confidential Information"    means all Know-how and Marketing
                              Information and any other
                              commercial, financial, technical or
                              other confidential information
                              (including trade secrets, secret
                              formulae, secret processes,
                              methods, appliances, machinery
                              used, experiments or research
                              carried out) relating to the
                              business of the Company or any
                              Associated Company or any
                              Chesapeake Company;

"Know-how"                    means information (including
                              without limitation, that comprised
                              in formulae, specifications,
                              designs, drawings, components
                              lists, databases, software (or pre-
                              cursor documents), manuals,
                              instructions and catalogues) held
                              in whatever form relating to the
                              production, creation, supply or
                              provision of the products or
                              services of the Company or any
                              Associated Company or any
                              Chesapeake Company; and

"Marketing Information"       means information relating to the
                              marketing or sales of any products
                              or services of the Company and any
                              Associated Company and any
                              Chesapeake Company, including,
                              without limitation, lists of
                              customers' and suppliers' names,
                              addresses and contracts, sales
                              targets and statistics, market
                              share and pricing statistics,
                              marketing surveys, research reports
                              and advertising and promotional
                              material.

2.   TERM OF APPOINTMENT

(A)  The Director shall serve the Company as Chief Executive-
     Field Group, or in such other capacity of a like status as the
     Company may require.  The Company may give to the Director not
     less than 36 months' notice in writing or by the payment of 36
     months' salary and other contractual benefits in lieu thereof at
     any time and the Director may


                               -3-
     give to the Company not less than 12 months' notice in
     writing at any time.

(B)  The Director's employment shall in any event terminate on
     the date on which the Director reaches the age of 60.

3.   POWERS AND DUTIES

(A)  The Director shall exercise such powers and perform such
     duties (not being duties inappropriate to his status as a
     Director of the Company) in relation to the business of the
     Company or any Associated Company or any Chesapeake Company as
     may from time to time be vested in or assigned to him by the
     President and CEO, Chesapeake.  The Director shall comply with
     all reasonable directions from, and all regulations of, the Board
     and shall report to such person as is the President and CEO,
     Chesapeake, from time to time.

(B)  The Director, who shall work such hours as may reasonably be
     required for the proper performance of his duties, shall devote
     the whole of his time, attention and abilities during those hours
     to carrying out his duties in a proper, loyal and efficient
     manner.

(C)  The Director shall travel to such places as the Company may
     from time to time reasonably require.

(D)  The Director's normal place of work shall be in Amersham, or
     such other location as may be agreed between the Company and the
     Director from time to time.

(E)  The Company shall be under no obligation to vest in or
     assign to the Director any powers or duties or to provide any
     work for the Director, and the Company may at any time or from
     time to time during any period of notice as specified in Clause
     2(A) of this Agreement or in circumstances in which it reasonably
     believes that the Director is guilty of gross misconduct or in
     breach of this Agreement in order that the circumstances giving
     rise to that belief may be investigated suspend the Director
     from, the performance of his duties or exclude him from any
     premises of the Company.  Salary and other contractual benefits
     will not cease to be payable by reason only of such suspension or
     exclusion.

4.   SALARY

(A)  The Director shall be paid monthly in arrears for his
     services during his employment a salary at a rate of


                               -4-
     L215,000 per annum or at such higher rate or rates as the
     Board may from time to time determine and notify to the
     Director in writing.

(B)  The Director shall also be paid such bonuses as the Board,
     in its absolute discretion, may from time to time determine.

     At the time of writing this contract the target bonus
     payment for achievement of budget and agreed objectives for
     this position is 50% of salary.

(C)  At least once in each 12 months the Company shall review,
     but shall not be obliged to increase, the salary payable under
     this Agreement.  The first such review shall be in April 2000.

(D)  The Director shall not be entitled to any other salary or
     fees as a director or employee of the Company or any Associated
     Company and the Director shall, as the Company may direct, either
     waive his right to any such salary or fees or account for the
     same to the Company.

5.   PENSIONS

     The Director is a member of the Field Group Pension Scheme,
     the trust deed and rules of which are available for
     inspection at the Company Secretary's office at any time
     upon reasonable notice.  Employee contributions to the Field
     Group Pension Scheme will be deducted from salary.  For the
     avoidance of doubt, nothing in this Agreement shall affect
     either the accrued rights and benefits of the Director under
     the Field Group Pension Scheme, or the trust deed and rules
     thereof currently in force and the Director's rights and
     benefits under the Field Group Pension Scheme shall not be
     affected hereby.

     A contracting out certificate is in force in respect of the
     employment under this Agreement.

6.   CAR

     The Company shall provide for the Director a motor car
     suitable for a person of his status and shall bear or
     reimburse its costs, including fuel costs attributable to
     reasonable private mileage subject to the payment by the
     Director of such charges as may from time to time be
     applicable as contributions for such private use.  The
     Director shall take good care of the car, procure that the


                               -5-
     provisions of any policy of insurance are observed and
     return the car as the Company may reasonably direct
     immediately upon the termination of his employment, which
     for the avoidance of doubt shall be taken to be the expiry
     of the notice period specified herein upon such termination
     if applicable.

7.   OTHER BENEFITS

     The Company shall provide for the Director, in each case on
     terms no less favourable than those that currently prevail:

     (i)    cover for the Director, his wife and dependent
            children under the age of 21 or under the age of 25
            if in full time education under such privately
            insured medical care scheme as the Company considers
            appropriate and, in any event, subject to the
            Director's complying at all times with conditions as
            to eligibility as prescribed from time to time by
            the relevant insurer; and

     (ii) cover for the Director under such life assurance scheme as
            the Company considers appropriate providing cover for such sum as
            the Company Secretary shall notify to the Director from time to
            time.

8.   EXPENSES

     The Company shall reimburse to the Director against
     production of receipts if requested all reasonable
     travelling, hotel, entertainments and other out-of-pocket
     expenses which he may from time to time be authorised to
     incur in the execution of his duties hereunder.  Expenses of
     the Director are subject to the approval of and
     authorisation by the President and CEO, Chesapeake or such
     person as he may designate.

9.   HOLIDAYS

     In addition to bank and other public holidays, the Director
     will be entitled to 26 working days' paid holiday in every
     calendar year to be taken at such time or times as may be
     approved by the President and CEO, Chesapeake.  Holidays not
     taken in the calendar year of entitlement will, unless
     otherwise agreed by the Company in writing, be lost.





                               -6-
10.  INVENTIONS AND IMPROVEMENTS

(A)  It shall be part of the normal duties of the Director at all
     times:

     (i)  to consider in what manner and by what new methods or
            devices the products, services, processes, equipment or systems
            of the Company, or any Associated Company or any Chesapeake
            Company, with which he is concerned or for which he is
            responsible might be improved; and


     (ii) promptly to give to the Secretary of the Company full
            details of any invention or improvement which he may from time to
            time make or discover in the course of his duties; and

     (iii)     to further the interests of the Company's undertaking
            with regard thereto.

     Subject to the Patents Act 1977, the Company shall be
     entitled free of charge to the sole ownership of any such
     invention or improvement and to the exclusive use thereof.

(B)  The Director shall forthwith and from time to time both
     during his employment and for such reasonable time thereafter at
     the request and cost of the Company apply for and execute and do
     all such documents acts and things as may in the opinion of the
     Board be necessary or conducive to obtain letters patent or other
     protection for any such invention or improvement in any part of
     the world and to vest such letters patent or other protection in
     the Company or its nominees.

(C)  The Director hereby irrevocably authorises the company for
     the purposes of this Clause to make use of the name of the
     Director and to sign and to execute any documents or do any thing
     on his behalf (or where permissible to obtain the patent or other
     protection in its own name or in that of its nominees).

(D)  The Director shall not knowingly do anything to imperil the
     validity of any patent or protection or any application therefor
     but shall at the cost of the Company render all possible
     assistance to the Company, or any Associated Company or any
     Chesapeake Company, both in obtaining and in maintaining such
     patents or other protection.



                               -7-
(E)  The Director shall not either during his employment or
     thereafter exploit or assist others to exploit any invention or
     improvement which he may from time to time make or discover in
     the course of his duties or (unless the same shall have become
     public knowledge) make public or disclose any such invention or
     improvement or give any information in respect of it except to
     the Company or as it may direct.

(F)  The Director hereby irrevocably and unconditionally waives
     in favour of the Company, it licensees and successors-in-title
     any and all moral rights arising pursuant to the provisions of
     Chapter IV of the Copyright, Designs and Patents Act 1988 in any
     works (existing or future) the subject of copyright made by the
     Director in the course of his employment and any and/or other
     moral rights under any legislation now existing or in future
     enacted in any part of the world.

(G)  The Director shall, at the request and expense of the
     Company, take all steps that may be necessary to enforce against
     any third party his moral rights in any copyright work owned by
     the Company or any Associated Company or any Chesapeake Company.

11.  CONFIDENTIAL INFORMATION ETC

(A)  The Director shall not, either during the continuance of his
     appointment under this Agreement (except in the proper
     performance of his duties hereunder) or at any time after its
     termination:

     (i)  directly or indirectly make use of or divulge or communicate
            to any person, firm, company, partnership or organisation any of
            the Confidential Information of which the Director may have
            become possessed during the continuance of his employment with
            the Company or any Associated Company; or

     (ii) copy or reproduce in any form or by or on any media or
            device (or allow others so to copy or reproduce) documents,
            disks, tapes or other material containing or referring to
            Confidential Information.

(B)  All documents (including copies) disks, tapes and other
     material held by the Director containing or referring to
     Confidential Information or relating to the affairs and business
     of the Company or any Associated Company (and whether or not
     prepared by the Director or supplied by the


                               -8-
     Company or any relevant Associated Company and shall be
     delivered by the Director to the Company forthwith upon
     request and in any event upon the termination of the
     Director's employment by the Company.  Further, if requested
     by the Board, the Director shall delete any Confidential
     Information from any re-usable material.

(C)  The restrictions contained in this Clause shall cease to
     apply to Confidential Information which has come into the public
     domain otherwise than as a result of any breach by the Director
     or which the Director is required to disclose by any applicable
     law.

12.  NON-SOLICITATION

     The Director shall not for a period of one year after the
     termination of his employment with the Company (howsoever
     caused) either personally or by an agent directly or
     indirectly:

     (i)  either on his own account or for any other person, firm,
            company or organisation or in association with or in the
            employment of any other person, firm, company or organisation
            solicit or serve or interfere with or endeavour to entice away
            from the Company or any Associated Company any person, firm,
            company or organisation who within one year up to the date of
            such termination was a customer of the Company or any Associated
            Company and with whom the Director had contact; or

     (ii) either on his own account or for any other person, firm,
            company or organisation solicit or interfere with or endeavour to
            entice away from the Company any person who within one year up to
            the date of such termination was an employee in a sales executive
            or design or technical capacity, or a director or consultant of
            the Company or any Associated Company and with whom the Director
            dealt (other than in a de minimis way) at any time during the
            said period; or

     (iii)     employ in any capacity or offer employment in any
            capacity to or enter into or offer to enter into partnership with
            any person in relation to whom Clause 12(ii) is applicable; or

     (iv) represent himself as being in any way connected with or
            interested in the business of the Company or any Associated
            Company or any Chesapeake Company.

                               -9-

13.  NON-COMPETITION

(A)  During his employment the Director shall not (unless
     otherwise agreed in writing by the Company) undertake any other
     business or profession or be or become an employee or agent of
     any other company, firm or person or assist or have any financial
     interest in any other business or profession.  The Director may,
     however, hold or acquire by way of bona fide investment any
     shares or other securities of any company which are listed or
     dealt in on any recognised stock exchange or eligible shares in
     qualifying companies as those expressions are defined in section
     289 and section 293 respectively of the Income and Corporation
     Taxes Act 1988 (Business Expansion Schemes) unless the Company
     shall require him not to do so in any particular case on the
     ground that such other company is or may be carrying on a
     business competing or tending to compete with the business of the
     Company or any Associated Company.

(B)  The Director will not for a period of one year after the
     date of the termination of his employment with the Company
     (howsoever caused) either personally or by an agent directly or
     indirectly either on his own account or for any other person,
     firm or company or in association with or in the employment of
     any other person, firm or company be engaged in or concerned
     directly or indirectly in any executive, technical or advisory
     capacity in any business concern (of whatever kind) which is in
     competition with the business of the Company or any Associated
     Company.  This Clause shall not restrain the Director from being
     engaged or concerned in any business concern in so far as the
     Director's duties or work shall relate solely:

     (i)  to geographical areas where such business concern is not in
            competition with the Company or any Associated Company; or

     (ii) to services or activities of a kind with which the Director
            was not concerned to a material extent during his employment with
            the Company or any Associated Company.

14.  RETURN OF PAPERS, ETC

     The Director shall promptly whenever requested by the
     Company and in any event upon the termination of his
     employment deliver up to the Company all lists of clients or
     customers, correspondence and all other documents,


                              -10-
     papers and records which may have been prepared by him or
     have come into his possession, custody or control in the
     course of his employment, and the Director shall not be
     entitled to and shall not retain any copies thereof.  Title
     and copyright therein shall vest in the Company.

15.  RESIGNATION OF DIRECTORSHIPS

     The Director shall resign from the Board and the boards of
     any Associated Company of which he is Director:

     15.1 if at any time during his employment under this Agreement
            the Director is prevented from performing his duties whether
            through long term sickness or because the Company has exercised
            its rights under clause 3(E) or otherwise howsoever and the
            Company requires the Director to resign; and in any event

     15.2 on the termination of the Director's employment for
            whatsoever reason.

16.  SICKNESS

     Subject to production, if requested, of medical certificates
     satisfactory to the Company, remuneration will not cease to
     be payable by reason only of the Director's incapacity for
     work due to sickness or accident but any such remuneration
     shall include any sums the Company is obliged to pay to the
     Director pursuant to the Social Security and Housing
     Benefits Act 1982 (Statutory Sick Pay).  The Company may
     reduce remuneration during incapacity by an amount equal to
     the benefit (excluding any lump sum benefit) which the
     Director would be entitled to claim during such incapacity
     under the then current Social Security Acts (whether or not
     such benefit is claimed by the Director).

17.  TERMINATION OF EMPLOYMENT

     If the Director:

     (i)  shall be or become incapacitated from any cause whatsoever
            from efficiently performing his duties hereunder for 12 months in
            aggregate in any period of 18 consecutive months; or

     (ii) shall have an order under section 252 of the Insolvency Act
            1986 made in respect of him or if an interim receiver of his
            property is appointed under section 286 of that Act; or

                              -11-
     (iii)     shall be or become prohibited by law from being a
            director; or

     (iv) shall be guilty of gross misconduct or shall commit any
            serious or persistent breach of any of his obligations to the
            Company or any Associated Company or any Chesapeake Company
            (whether under this Agreement or otherwise); or

     (v)  shall refuse or neglect to comply with any lawful orders
            falling within the scope of his duties hereunder given to him by
            the Company,

     then the Company shall be entitled by notice in writing to
     the Director to terminate forthwith his employment under
     this Agreement.  The Director shall have no claim against
     the Company by reason of termination pursuant to paragraphs
     (ii), (iii), (iv) or (v) above.

     Any delay or forbearance by the Company in exercising any
     right of termination shall not constitute a waiver of it.

18.  DISCIPLINARY RULES AND GRIEVANCE PROCEDURE

     (A)  The Director is expected at all times to conduct himself in
          a manner consistent with his status and is bound by the
          disciplinary rules in force in relation to the Director from time
          to time.

          If the Director is dissatisfied with any disciplinary
          decision, he may appeal to Thomas H. Johnson whose
          decision shall be final.

     (B)  If the Director wishes to seek redress for any grievance
          relating to his employment he should first discuss the matter
          with Thomas A. Smith.  If the matter is not then settled he
          should submit his grievance to Thomas H. Johnson in writing whose
          decision on such grievance shall be final.

19.  CONTINUOUS EMPLOYMENT

     The Director's employment since 20 July 1981 counts as part
     of the Director's continuous period of employment with the
     Company for the purpose of the Employment Rights Act 1996.

20.  NOTICES

     Any notice may be given personally to the Director or to the
     Secretary of the Company (as the case may be) or may be

                              -12-
     posted to the Company (for the attention of its Secretary),
     at its registered office for the time being or to the
     Director either at his address given above or at his last
     known address.  Any such notice sent by post shall be deemed
     served 48 hours after it is posted and in proving such
     service it shall be sufficient to prove that the notice was
     properly addressed and put in the post.

21.  OTHER AGREEMENTS

     The Director acknowledges and warrants that there are no
     agreements or arrangements whether written, oral or implied
     between the Company or any Associated Company and the
     Director relating to the employment of the Director other
     than those expressly set out or referred to in this
     Agreement and that he is not entering into this Agreement in
     reliance on any representation not expressly set out herein.
     In particular, the Director acknowledges that this Agreement
     is in substitution for the service agreement entered into
     between the Company and the Director dated 1 April 1997 (the
     "Former Agreement").  In consideration of the Company
     entering into this Agreement, the Director renounces all his
     right and interest in the Former Agreement and acknowledges
     that he has no claim whatsoever against the Company in
     respect of the waiver of his rights under the Former
     Agreement.

22.  GOVERNING LAW

     This Agreement shall be governed by and construed under
     English law.

     IN WITNESS whereof this Agreement has been signed by or on
     behalf of the parties hereto the day and year first before
     written

     SIGNED by Thomas H. Johnson   /s/  Thomas H. Johnson
     on behalf of the company      -----------------------
     in the presence of:                Thomas H. Johnson

                                   /s/  Susan H. Hairfield
                                   -----------------------
                                        Susan H. Hairfield

     SIGNED by K. Gilchrist in     /s/  Keith Gilchrist
     the presence of:              -----------------------
                                        Keith Gilchrist

                                   /s/  Marion Baker
                                   -----------------------
                                        Marion Baker
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