<PAGE>

                                                                   Exhibit 10.31

DATED    23rd June                                                     1993
--------------------------------------------------------------------------------
(1)               CLARK & TILLEY LIMITED

(2)               MICHAEL WINN
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                          DIRECTOR'S SERVICE AGREEMENT
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                              CAMERON MARKBY HEWITT
                                  Sceptre Court
                                  40 Tower Hill
                                 London EC3N 4BB

                                Tel: 071-702-2345
                                Fax: 071-702-2303
                                  Telex: 925779

                                   (NM/55800)


<PAGE>



                                      INDEX

<TABLE>
<CAPTION>

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<S>                                      <C>                                                                 <C>
CLAUSE                                   HEADING                                                             PAGE NO.

---------------------------------------- --------------------------------------------------------------- -------------
 1.                                      Definitions                                                                1

---------------------------------------- --------------------------------------------------------------- -------------
 2.                                      Employment                                                                 2

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 3.                                      Duties of Directors                                                        3

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 4.                                      Remuneration                                                               5

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 5.                                      Pension P.H.I and Medical Insurance                                        5

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 6.                                      Expenses                                                                   6

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 7.                                      Motor Car                                                                  6

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 8.                                      Illness                                                                    7

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 9.                                      Holidays                                                                   8

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10.                                      Inventions                                                                 8

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11.                                      Confidentiality                                                            9

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12.                                      Location                                                                   9

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13.                                      Summary Termination                                                        9

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14.                                      Resignation from Directorships                                            11

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15.                                      Reconstruction or Amalgamation                                            11

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16.                                      Non-Solicitation - Company Clients                                        11

---------------------------------------- --------------------------------------------------------------- -------------
17.                                      Non-Solicitation - Group Clients                                          12

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18.                                      Non-Competition                                                           12

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19.                                      Ambit of Restrictions                                                     12

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20.                                      Notices                                                                   13

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21.                                      Prior Agreements                                                          13

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22.                                      Particulars of Employment                                                 13

---------------------------------------- --------------------------------------------------------------- -------------
23.                                      Miscellaneous                                                             13
---------------------------------------- --------------------------------------------------------------- -------------
</TABLE>


<PAGE>





THIS AGREEMENT is made as of the 23rd day of June 1993 BETWEEN:

(1)      CLARKE & TILLEY LIMITED whose registered office is situate at Hanover
         House Station Approach Cheam Surrey SM2 7AU (hereinafter called the
         "Company") and

(2)      MICHAEL WINN of Rosemary Cottage Northchurch Berkhamsted Hertfordshire
         HP4 3QS (hereinafter called the "Director")

WHEREBY IT IS AGREED as follows:

1.       DEFINITIONS

         IN this Agreement

1.1 Unless the context otherwise requires the following expressions shall have
the meanings following:

         the "Act"               means the Employment Protection (Consolidation)
                                 Act of 1978 (as amended)

         the "Appointment"       means the employment of the Director by the
                                 Company on the terms and conditions set out
                                 herein

         the "Board"             means the Board of Directors for the time being
                                 of the Company

         the "Effective Date"    means 23rd June 1993

         the "Group"             means

                                 (i)      a company having an ordinary share
                                          capital (as defined in S.832
                                          of the Income and Corporation Taxes
                                          Act 1988) of which not less than 25%
                                          is owned directly or indirectly by
                                          the Company or its holding company
                                          applying the provisions of
                                          S.838 of the Income and Corporation
                                          Taxes Act 1988 in the determination of
                                          ownership;

                                 (ii)     a holding company (as defined in
                                          S.736 of the Companies Act 1985) of
                                          the Company; or

                                 (iii)    a Subsidiary (as defined in S.736
                                          of the Companies Act 1985) of any
                                          such holding company


<PAGE>

                                       2

         "Incapacity"                     means illness of the Director or
                                          other cause incapacitating him from
                                          attending fully to his duties under
                                          the Appointment

         "Intellectual                    includes letters patent trade marks
         Property                         whether registered or unregistered
                                          registered or unregistered designs
                                          utility models copyrights including
                                          design copyrights applications for any
                                          of the foregoing and the right to
                                          apply for them in any part of the
                                          world discoveries creations inventions
                                          or improvements upon or additions to
                                          an invention confidential information
                                          know-how and any research effort
                                          relating to any of the above mentioned
                                          business names whether registrable or
                                          not moral rights and any similar
                                          rights in any country

         "Member of the Group"            means any such company as is included
                                          in the definition of "Group"

1.2      Any reference to a statutory provision shall be deemed to include a
         reference to any statutory modification or re-enactment of the same and
         in particular (but without limiting the generality of the foregoing)
         references to the Companies Act 1985 are to such act as amended by the
         Companies Act 1989

1.3      References to any statute include reference to any regulations or
         other subordinate legislation made thereunder

1.4      The index and clause headings are included for guidance only and do
         not affect the interpretation of this Agreement

1.5      Any reference to the Director shall if appropriate include his
         personal representatives

1.6      References to a person being "connected with" the Director shall be
         construed in accordance with the provisions of section 346 of the
         Companies Act 1985

1.7      Reference to Schedules herein are references to the Schedules to this
         Agreement

2.       EMPLOYMENT

2.1      THE Appointment shall (unless terminated in accordance with the
         provisions of clauses 8 or 13) continued from the Effective Date for
         an initial period of three


<PAGE>

                                       3

         years and thereafter until terminated by either party given to the
         other notice of termination in accordance with the provisions of
         sub-clause 2.2

2.2      The Appointment may be terminated at the end of the initial three year
         term or thereafter by either party giving to the other a period of
         notice being not less than twelve months

3.       DUTIES OF DIRECTOR

3.1      DURING the continuation of the Appointment the Director shall unless
         prevented by ill health devote his whole time and attention during
         normal working hours (or such greater amount of time and attention to
         the businesses of the Company or the Group as is necessary for the
         proper and diligent performance of the Director's duties hereunder) to
         the businesses of the Company and the Group and shall do all in his
         power to promote develop and extend the businesses of the Company and
         the Group and shall undertake such duties and exercise such powers in
         relation to the businesses of the Company and the Group as the Board
         shall from time to time assign to or vest in him

3.2      The Director shall in the discharge of such duties and in the exercise
         of such powers give at all times the full benefit of his knowledge,
         expertise, technical skill and ingenuity and shall perform such duties
         and exercise such powers (being consistent with the appointment
         hereunder) in relation to the conduct and management of the affairs of
         the Company and the Group as may from time to time reasonably be
         assigned or communicated to or vested in him by the Board and shall use
         his best endeavours to give to the Board such information regarding the
         affairs of the Company and the Group as it shall reasonably require and
         at all times shall observe and comply with all reasonable resolutions
         regulations and directions from time to time made or given to him by
         the Board

3.3      During the continuation of the Appointment the Director shall not
         without the previous consent in writing of the Board (evidenced by a
         Board Resolution in writing)

3.3.1    do or refrain from doing any act whereby his office as a director of
         the Company is or becomes liable to be vacated

3.3.2   do anything that would cause him to be disqualified from continuing to
        act as a Director of the Company

3.3.3    engage or be interested directly or indirectly in any trade business or
         occupation whatsoever other than the businesses of the Company or the
         Group; or

3.3.4    be concerned or interested directly or indirectly in any other business
         of a similar nature to or competitive with that carried on by the
         Company or by any Member of the Group


<PAGE>

                                       4

         Provided always that nothing contained in this sub-clause shall prevent
         the Director or any person connected with him from holding (whether
         directly or through nominees) or being otherwise interested as an
         investor in any shares or other securities of any company which are for
         the time being quoted on any recognised Stock Exchange so long as not
         more than five per cent (5%) of the shares or stock of any class of any
         one company shall be so held or beneficially owned by the Director
         together with all persons connected with him. In this Clause the
         expression "occupation" shall include any public or private work which
         in the reasonable opinion of the Company may hinder or otherwise
         interfere with the performance by the Director of his duties under this
         Agreement

3.4      Subject to and in accordance with the provisions of this Agreement the
         Director shall serve the Company in the capacity of Managing Director
         or in such other executive capacity (of equal or greater status with
         the position of Managing Director) as the Board shall from time to time
         request the Director to fulfil

3.5      The Company shall be at liberty from time to time to appoint any other
         person or persons to act jointly with the Director in the capacity of
         Managing Director or in such other executive capacity and to assign to
         him or them duties and responsibilities identical to or similar with
         those placed upon the Director hereunder or to require the Director to
         cease to perform or exercise the said or any executive duties or powers

3.6      The Director shall:

3.6.1    at all times promote the interests and welfare and maintain the
         goodwill of the Company and (if and to the extent the Board has
         required the Director to render services to any other Member of the
         Group) those of such other company;

3.6.2    faithfully and diligently perform such duties and exercise such powers
         as may from time to time be assigned to or vested in him and in the
         performance thereof have particular regard to any specific directions
         or requirements of the Board from time to time in respect of the
         Director's responsibilities the initial statement thereof being as
         annexed hereto;

3.6.3    perform services for such Member of the Group wheresoever situate as
         the Board may require without further fees or remuneration; and

3.6.4    accept appointment as a director of any Member of the Group as the
         Board may require in connection with the Appointment and also a
         director of any other company as the Company may reasonably require and
         shall resign without claim for compensation from office as a director
         of any Member of the Group or any such other company at any time on
         request by the Company which resignation shall not affect the
         continuation in any way of this Agreement


<PAGE>

                                       5

4.       REMUNERATION

4.1      SUBJECT as hereinafter provided the Company shall pay to the Director
         during the continuance of his employment hereunder at a salary at the
         rate of L100,000 per annum (or such higher rate as may from time to
         time be agreed between the parties or determined upon and notified to
         the Director by the Company and so that reference in this Agreement to
         the basic salary shall refer to the salary at the level at which the
         same is payable following any increase or increases). In the event of
         any increase of salary being so agreed or notified such increase shall
         thereafter have effect as if it were specifically provided for as a
         term of this Agreement. No additional payment shall be made to the
         Director in respect of director's fees of the Company or any other
         Member of the Group, or in respect of any services provided by him to
         such other company. The said salary shall be payable by equal monthly
         instalments (and proportionately for any lesser period each monthly
         instalment being deemed to accrue rateably from day to day) in arrears
         on the last day of each month.

4.2      The salary referred to in sub-clause 4.1 of this Clause shall be
         reviewed (such review not leading to any decrease) not less frequently
         than once in every year of this Agreement, having regard to all
         relevant circumstances. The amount of any increase made in the light of
         such review shall be determined by the Board in its absolute
         discretion.

4.3      In addition to the salary payable to the Director there shall be paid
         to the Director in respect of each financial year of the Company during
         the continuance of his employment commencing with the financial year
         ending 31st December 1992:

4.3.1    a commission which shall accrue be calculated and be paid in accordance
         with the provisions set out in the First Schedule hereto [SEE NOTE AT
         BEGINNING OF THE FIRST SCHEDULE]; and

4.3.2    a bonus at the rate of L12,500 per annum (and pro rata in respect of
         any lesser period) which shall be paid by monthly intervals in arrears
         [SEE NOTE AT BEGINNING OF THE FIRST SCHEDULE].

4.4      As additional consideration to the Director for the services to be
         performed hereunder during the initial term, the Company shall pay to
         the Director within ten days of the execution of this Agreement, a
         payment of L540,000.

5.       PENSION PHI AND MEDICAL INSURANCE

5.1      THE Director shall during his employment under this Agreement become a
         member of the Clarke & Tilley Limited Pension Scheme (the "Scheme"
         which


<PAGE>

                                       6

         includes any scheme set up in place of it) and the Company will
         promptly pay contributions due under the Scheme in accordance with
         sub-clause 5.2 hereof.

5.2      The Company shall contribute to the Company's money purchase pension
         scheme an amount equal to the lower of 20% of the Director's basic
         salary (as referred to in sub-clause 4.1) and such lesser amount as
         would not cause the Inland Revenue limits as to the benefits which may
         be available to the Director under the Scheme to be exceeded.

5.3      Subject in each case to the Director being acceptable (following
         medical inspections from time to time if required) for coverage at
         normal rates the Company shall (through its relevant scheme from time
         to time in place and subject to the respective terms and conditions
         thereof) during the Appointment pay the cost of membership at such
         normal rates for the Director of:

5.3.1    the Company's death in service and permanent health insurance scheme
         subject in each case to the rules of the respective schemes; and

5.3.2    the Company's medical plan with the British United Provident
         Association (BUPA) or such other reputable medical expenses insurance
         scheme as shall be notified by the Company to the Director subject in
         each case to the rules of the respective schemes.

6.       EXPENSES

         THE Company shall reimburse the Director all reasonable hotel and other
         expenses wholly necessarily and exclusively incurred by him in or about
         the performance of his duties hereunder, the Director providing to the
         Company such vouchers or other evidence of actual payment of such
         expenses as the Company may reasonably require.

7.       MOTOR CAR

7.1      THE Director shall be responsible for providing at his own cost and
         expense an appropriate car for use by him for business purposes (in
         addition to use by him of the said car for private purposes) and for
         paying all insurance premiums maintenance and repair expenses and other
         standing and running expenses except for the costs of petrol and oil
         which costs shall be paid by the Company.

7.2      For the purposes of this Clause "an appropriate car" shall be construed
         as a car of a cost and standard not less than a Ford Granada not more
         than three years old and of a type otherwise suitable for use by the
         Director in connection with the Company's or the Group's business.


<PAGE>

                                       7

7.3       It is a term of the Director's employment hereunder that he be the
          holder at all times of a valid UK driving licence entitling him to
          drive motor cars.


8.       ILLNESS

8.1      IN case of Incapacity the Director shall continue to be paid his basic
         salary during such absence (such payment to be inclusive of any
         Statutory Sick Pay or social security benefits to which the Director
         may be entitled and for Statutory Sick Pay purposes the Director's
         qualifying days shall be Monday to Friday) and commission shall
         continue to accrue in accordance with clause 4.3 and the First Schedule
         provided that if such absences shall aggregate in all thirteen weeks in
         any fifty two consecutive weeks the Company may forthwith by notice in
         writing to the Director given on a date not more than twenty eight days
         after the end of the last of such thirteen weeks:

8.1.1    discontinue payment in whole or in pat of the said salary and accrual
         of the commission on and from such date as may be specified in the
         notice until the Incapacity shall cease or

8.1.2    (whether or not payment of the said salary and accrual of the said
         commission shall already have been discontinued as aforesaid) determine
         this Agreement forthwith or on such date as may be specified in the
         notice.

8.2      If in the case of Incapacity the same shall be or appear to be
         occasioned by actionable negligence of a third party in respect of
         which damages are or may be recoverable the Director shall immediately
         notify the Board of that fact and of any claim compromise settlement or
         judgment made or awarded in connection with it and shall give the Board
         all particulars the Board may reasonably require and shall if required
         by the Board refund to the Company that part of any damages recovered
         relating to loss of earnings for the period of the Incapacity as the
         Board may reasonably determine provided that the amount to be refunded
         shall not exceed the amount of damages or compensation recovered by him
         less any costs borne by the Director in connection with the recovery of
         such damages or compensation and shall not exceed the total
         remuneration paid to him by way of salary and commission in respect of
         the period of Incapacity.

         Subject as herein provided the said salary shall notwithstanding the
         Incapacity continue to be paid to the Director in accordance with
         Clause 4 hereof and the said commission shall continue to accrue in
         respect of the service of the Director in respect of the period of
         Incapacity prior to the date of effective discontinuance or
         determination as herein provided.

8.3      Except as expressly provided by this Clause the Director shall not be
         entitled to any salary or commission in respect of any period during
         which he shall fail or be unable from any cause to perform all or any
         of his duties hereunder without


<PAGE>

                                       8

         prejudice to any right of action accruing or accrued to either party
         in respect of any breach of this Agreement.

8.4      The Director shall submit himself to a medical examination at the
         reasonable request and expense of the Board at any time during the
         continuation of the Appointment and whether or not the Director is or
         has been absent by reason of Incapacity.

9.       HOLIDAYS

         THE Director shall (in addition to the usual public and bank holidays)
         be entitled to twenty five weekdays paid holiday in each calendar year
         to be taken at such time or times as the Board shall consider most
         convenient having regard to the business of the Company and the Group.
         The Director may not without the consent of the Board carry forward any
         unused part of his holiday entitlement to a subsequent calendar year.
         The Director's holiday entitlement accrues pro rata over the course of
         the calendar year.

10.      INVENTIONS

10.1     THE parties foresee that the Director may make discover or create
         Intellectual Property in the course of the Appointment and agree that
         in this respect the Director has a special obligation to further the
         interests of the Company.

10.2     Subject to the provisions of the Patents Act 1977 and the Copyright,
         Designs and Patents Act 1988 if at any time during the Appointment the
         Director makes or discovers or participates in the making or discovery
         of any Intellectual Property relating to or capable of being used in
         the business for the time being carried on by the Company or any member
         of the Group full details of the Intellectual Property shall
         immediately be communicated by him to the Company and shall be the
         absolute property of the Company. At the request and expense of the
         Company the Director shall give and supply all such information data
         drawings and assistance as may be requisite to enable the Company to
         exploit the Intellectual Property to the best advantage and shall
         execute all documents and do all things which may be necessary or
         desirable for obtaining patent or other protection for the Intellectual
         Property in such parts of the world as may be specified by the Company
         and for vesting the same in the Company or as it may direct.

10.3     The Director irrevocably appoints the Company to be his attorney in the
         name and on his behalf to sign execute or do any such instrument or
         thing and generally to use his name for the purpose of giving to the
         Company (or its nominee) the full benefit of the provisions of his
         Clause and in favour of any third party a certificate in writing signed
         by any director or the secretary of the Company that any instrument or
         act falls within the authority conferred by this Clause shall be
         conclusive evidence that such is the case.


<PAGE>

                                       9

10.4     The Director hereby waives all "Moral Rights" as defined in the
         Copyright, Design and Patents Act 1988 in respect of any acts of the
         Company or any acts of third parties done with the Company's authority
         in relation to the property which is the property of the Company by
         virtue of clause 10.2.

10.5     Rights and obligations under this Clause shall continue in force after
         termination of this agreement in respect of Intellectual Property made
         during the Appointment and shall be binding upon the Director's
         personal representatives.

11.      CONFIDENTIALITY

         THE Director is aware that in the course of the Appointment he may have
         access to and be entrusted with information in respect of the business
         and financing of the Company and the Group and its and their respective
         dealings, transactions and affairs all of which information is or may
         be confidential. Without prejudice to the Director's legal duties in
         respect thereof the Director shall not (except in the proper course of
         his duties hereunder) either during or after the period of the
         Appointment divulge to any person or persons whatsoever, or otherwise
         make use of, and shall use his best endeavours to prevent the
         publication or disclosure of, any trade secret or manufacturing process
         or any confidential information concerning the business or finances of
         the Company or the Group or any of its or their respective dealings
         transactions or affairs or those of any of its or their respective
         suppliers, agents, distributors or customers. All notes and memoranda
         of such trade secrets or confidential information made or received by
         the Director during the course of the Appointment shall be the property
         of the Company and shall be surrendered by the Director to someone duly
         authorised in that behalf at the termination of the Appointment or at
         the request of the Board at any time during the course of the
         Appointment.

12.      LOCATION

12.1     THE normal place of work of the Director shall be at Hanover House
         Station Approach Cheam but the Company may at any time change the
         location of the Director's normal place of work to anywhere else in the
         United Kingdom either in Central London or South or West of Central
         London.

12.2     The Director may be required to travel on business of the Company
         anywhere in the world but shall not be required to reside outside the
         United Kingdom.

13.      SUMMARY TERMINATION

13.1     THE Appointment may be terminated by the Company without notice or
         payment in lieu of notice:


<PAGE>

                                       10

13.1.1   if the Director shall commit any serious or persistent breach of any of
         the provisions herein contained; or

13.1.2   if the Director shall be guilty of any material default misconduct or
         neglect in the discharge of his duties or in connection with or
         affecting the business of the Company or the Group; or

13.1.3   in the event of any breach of non-observance by the Director of any of
         the stipulations herein contained which is materially detrimental to
         the Company's interest and which (if capable of remedy) is not remedied
         within thirty days' notice in writing to the Director specifying the
         breach complained of an requiring remedy; or

13.1.4   if the Director becomes bankrupt of makes any composition or enters
         into any deed of arrangement with his creditors; or

13.1.5   if the Director is convicted of any arrestable criminal offence (other
         than an offence under the road traffic legislation in the United
         Kingdom or elsewhere for which a fine or non-custodial penalty is
         imposed and which does not result in the loss or withdrawal or
         suspension for a period in excess of three months of the Director's
         driving licence); or

13.1.6   if the Director shall become of unsound mind or become a patient under
         the Mental Health Act 1983; or

13.1.7   if the Director is convicted of an offence under the Companies
         Securities (Insider Dealing) Act 1985; or

13.1.8   if the Director shall at any time and for any reason cease to be the
         holder of a valid UK driving licence or the Director's licence shall be
         withdrawn or his right to drive thereunder suspended for a period in
         excess of three months and the Board shall in its sole discretion
         determine that the business of the Company or the Group or the ability
         of the Director to perform his services hereunder is materially
         adversely affected as a result thereof; or

13.1.9   if the Director shall be disqualified from acting as a director by
         reason of any provision of the Companies Act 1985 or otherwise.

13.2     If the Director shall cease to be a Director of the Company this
         Agreement shall thereupon automatically determine but if such cessation
         shall be caused by any act or omission of either party without the
         consent concurrence or complicity of the other such act or omission
         shall be deemed a breach of this Agreement and determination hereunder
         shall be without prejudice to any claim for damages in respect of such
         breach.


<PAGE>

                                       11

13.3     Upon the termination of this Agreement for whatsoever reason the
         Director shall deliver up to the Company all written information
         (whether or not written by such Director) of any sort pertaining or
         relating to the customers and business of the Company or any company in
         the Group and all other property of the Company or the Group in his
         possession.

13.4     Any termination of this Agreement shall be without prejudice to any
         rights of either of the parties against the other which may have
         accrued up to the date of such termination.

14.      RESIGNATION FORM DIRECTORSHIPS

         UPON termination by whatever means of this Agreement or the
Appointment:

14.1     The Director shall at the request of the Company immediately resign
         from office as a director of the Company and of any other Member of the
         Group without claim for compensation and in the event of his failure so
         to do the Company is hereby irrevocably authorised to appoint some
         person in his name and on his behalf to sign and deliver such
         resignation or resignations to the Company and such other Members of
         the Group.

14.2     The Director shall not without the consent of the Company at any time
         thereafter represent himself still to be connected with the Company or
         any other Member of the Group.

15.      RECONSTRUCTION OR AMALGAMATION

         IF the Appointment shall be terminated by reason of the liquidation of
         the Company for the purpose of reconstruction or amalgamation and the
         Director shall be offered employment with any concern or undertaking
         resulting from such reconstruction or amalgamation on terms and
         conditions not less favourable than the terms of this Agreement then
         the Director shall have no claim against the Company in respect of the
         termination of the Appointment by reason of such liquidation.

16.      NON-SOLICITATION - COMPANY CLIENTS

         THE Director HEREBY COVENANTS with the Company that he will not
         (without the prior consent of the Company in writing under the hand of
         a Director) within one year after the termination (howsoever caused or
         arising) of the Appointment in connection with the carrying on of any
         business similar to the business of the Company as carried on during
         the period of this Agreement on his own behalf or on behalf of any
         person, firm or company and whether directly or indirectly:


<PAGE>

                                       12

16.1     seek to procure orders from or to do business with any person, firm or
         company who has at any time during the twelve months immediately
         preceding such termination done business with the Company and with whom
         in the course of the Appointment the Director shall have had dealings;
         or

16.2     offer employment to or procure employment for any person who has at any
         time during the twelve months immediately preceding such termination
         been employed by the Company or any Member of the Group (whether or not
         such person would commit any breach of his contract of employment with
         the Company or such Member of the Group by reason of his leaving
         service).

         Provided always that nothing contained in this Clause shall prohibit
         the seeking or procuring of orders or the doing of business not
         relating or similar to the business or businesses aforesaid or any of
         them.

17.      NON-SOLICITATION - GROUP CLIENTS

         THE Director HEREBY COVENANTS with the Company in identical terms to
         Clause 16 hereof save that the reference to a client or customer shall
         refer only to a person who is or was during the period specified
         therein a client or customer of any other Member of the Group and with
         whom in the course of the Appointment the Director shall have had
         dealings.

18.      NON-COMPETITION

         THE Director HEREBY COVENANTS with the Company that he will not in the
         United Kingdom within one year after termination of the Appointment
         (howsoever caused or arising) without such consent as is specified in
         Clause 16 hereof either alone or jointly with or as manger or agent
         consultant or employee for any person firm or company and whether
         directly or indirectly carry on or be engaged in any business similar
         to the business or businesses carried on by the Company (or (as a
         separate and independent covenant) any other Member of the Group to
         whom the Director has provided services hereunder at any time within
         the period of twelve months prior to such date of termination) at the
         date of termination of the Appointment.

19.      AMBIT OF RESTRICTIONS

         The restrictions contained in Clauses 16, 17 and 18 are considered
         reasonable by the parties but in the event that any such restriction
         shall be found to be void but would be valid if some part thereof were
         deleted or the period or area of application reduced such restriction
         shall apply with such modifications as may be necessary to make it
         valid and effective.


<PAGE>

                                       13

20.      NOTICES

         ANY notice given under this Agreement shall be in writing and shall be
         deemed well served if it is sent by first class mail addressed in the
         case of notice to the Director to him at the address shown in this
         Agreement or to such other address as he may from time to time notify
         to the Company (in accordance with the provisions of this Clause) for
         the giving of notices or in the case of a notice to the Company to its
         registered office for the time being and in the case of service by post
         every notice so given shall be deemed to have been served forty eight
         hours after the time of posting.

21.      PRIOR AGREEMENTS

         THIS Agreement shall take effect in substitution with effect from the
         Effective Date for all previous agreements and arrangements whether
         written oral or implied between the Company and the Director relating
         to the service of the Director all of which agreements and arrangements
         shall be deemed to have been terminated by mutual consent with effect
         from the Effective Date.

22.      PARTICULARS OF EMPLOYMENT

         THE Appointment shall also be subject to the terms set out in the
         Second Schedule paragraph 2 of which is added in accordance with the
         requirements of Section 1 of the Act.

23.      MISCELLANEOUS

23.1     THE invalidity or unenforceability of any provision of this Agreement
         shall not affect the validity or enforceability of any other provision
         of this Agreement.

23.2     The determination of this Agreement howsoever arising shall not affect
         such of the provisions hereof as are expressed to operate or have
         effect thereafter and shall be without prejudice to any right of action
         already accrued to either party in respect of any breach of this
         Agreement by the other party.

23.3     The Director shall during the continuance of this Agreement account to
         the Company for any remuneration received by him as a director or other
         officer of or shareholder in any company promoted by the Company or any
         Member of the Group.

23.4     The Director warrants that he will not by virtue of entering into or
         performing this Agreement be in breach of any express or implied terms
         of any contract or other obligation binding upon him.


<PAGE>

                                       14

23.5     The Director and the Company confirm and agree that any outstanding
         offer or commitments by the Company to grant options to the Director
         are hereby withdrawn and of no further effect.

IT WITNESS where these presents have been executed and delivered as a Deed the
day and year first above written.


<PAGE>

                                       15

NOTE: MR. WINN AND DST INTERNATIONAL LIMITED ("DSTI") HAVE AGREED THAT SECTIONS
4.3.1 AND 4.3.2 OF THE AGREEMENT AND THIS FIRST SCHEDULE DO NOT APPLY TO MR.
WINN'S COMPENSATION. DSTI HAS PAID MR. WINN ANNUAL BONUSES AS DESCRIBED IN THE
DST SYSTEMS, INC. PROXY STATEMENT DATED MARCH 30, 2000.

                               THE FIRST SCHEDULE

                                   COMMISSION

(A)      The Company shall during the continuation of the Appointment pay to the
         Director in respect of each financial year or part thereof during which
         he shall be employed by the Company a commission which shall accrue be
         calculated and be paid as provided in this Schedule.

(B) For the purposes of this Schedule:

         (1)      references to a financial year are to a financial year of the
                  Company commencing on 1st January and ending on 31st December;
                  each financial year shall be divided into four quarters
                  ("financial quarters") ending on respectively 31st March 30th
                  June 30th September and 31st December in each year.

         (2)      "the Profits" shall mean the profits of the Company as shown
                  in the audited profit and loss account of the Company or (if
                  the Company has any subsidiaries) the audited consolidated
                  profit and loss account of the Company and all subsidiaries
                  from time to time for the financial period in question
                  computed on recognised accounting principles applied on a
                  consistent basis from year to year with the following
                  adjustments unless already taken into account in such profit
                  and loss account:

                  (i)      after deducting all expenses of working and
                           management and directors' fees and remuneration
                           (other than commission under (iv) below) depreciation
                           as charged in the accounts interest on borrowed
                           monies and any revenue expenses charged directly
                           against reserves;

                  (ii)     after excluding any profits of gains arising from any
                           disposal of property or other fixed assets (whether
                           or not such profits or gains are treated in the said
                           accounts as items of an extraordinary or exceptional
                           nature) or otherwise of a capital nature but
                           including (for the avoidance of doubt) any profits or
                           gains or losses arising from any disposal of computer
                           hardware forming part of the trading stock from time
                           to time of the Company or the relevant Subsidiary;


<PAGE>

                                       16

                  (iii)    before deducting any taxation on profits ("Taxation",
                           which shall include corporation tax and any similar
                           or additional or substituted tax)

                  (iv)     before deducting the commission payable to the
                           Director hereunder but after deducting any commission
                           payable by reference to the profits of the Company
                           (or the Company and its subsidiaries from time to
                           time) payable to any other director or employee of
                           the Company;

                  (v)      before any extraordinary item but after any prior
                           year adjustment to the profit and loss account or (as
                           applicable) the consolidated profit and loss account;

                  (vi)     after crediting interest received and after deducting
                           Notional Interest; and

                  (vii)    after making such other adjustments (if any) as the
                           Auditors shall consider fair and reasonable.

         (3)      "The Distributable Profits" shall mean an amount calculated by
                  deducting from the amount of the Profits in respect of a
                  particular financial period an amount (the "Margin Amount")
                  equivalent to four per cent (4%) of the turnover of the
                  Company for such financial period.

         (4)      "The Reduced Rate" means subject as referred to in paragraph
                  (I) below three and three quarters per cent (3-3/4%).

         (5)      "The Full Rate" means subject as referred to in paragraph (I)
                  below ten percent (10%).

         (6)      For the purposes of this Schedule the Excluded Reasons
                  comprise:

                  (i)      death of the Director;

                  (ii)     Incapacity of the Director; or

                  (iii) wrongful or constructive dismissal of the Director.

         (7)      (i)      "Notional Interest" shall mean the amount by
                           which an investment of the "Notional Reserve" would
                           have increased over the Relevant Period if it had
                           been invested in N M Rothschild's Old Court Reserve
                           Sterling Fund (the "Fund") on the first working day
                           of the financial year provided that if at any time
                           the Fund shall cease to be available there shall be
                           substituted in the said calculations for the rate or
                           rates of interest which would have


<PAGE>

                                       17

                           been available during the Relevant Period in respect
                           of the Fund such rate or rates of interest as the
                           Auditors of the Company for the time being shall
                           advise as would in their opinion have represented the
                           rate or rates which would have been available in
                           respect of the Fund had the same continued to be
                           available.

(ii)                       "The Relevant Period" shall mean in respect of any
                           part of the Notional Reserve which shall remain held
                           by the Company throughout the whole of the financial
                           year such period and in respect of any part of the
                           Notional Reserve which shall be received by the
                           Company at any time after the beginning of the
                           financial year and/or be paid by the Company to any
                           other person (whether to the Inland Revenue pursuant
                           to sub-paragraphs (B)(8)(iii) or (iv) or to
                           shareholders of the Company pursuant to
                           sub-paragraphs (B)(8)(v), (vi) or (viii) or to loan
                           stockholders pursuant to subparagraph (B)(8)(x)) at
                           any time before the end of such financial year shall
                           mean the relevant part of the financial year (accrued
                           from day to today and calculated on the basis of a
                           year of 365 days) and so that Notional Interest shall
                           be calculated separately in relation to each part
                           of the Notional Reserve (according to whether such
                           part shall have been held by the Company during the
                           whole or part only of a financial period) and such
                           calculations aggregated.

         (8)      "The Notional Reserve" shall mean the first working day of
                  1992, the cash sum of L1,329,258 and at each anniversary
                  thereof shall mean the Notional Reserve of the preceding year:

                  (i)      increased by the Notional Interest for the preceding
                           year;

                  (ii)     increased by the Profits for the preceding year;

                  (iii)    reduced by the amount of advance corporation tax
                           payable in respect of the current year;

                  (iv)     reduced by the amount of Taxation for the preceding
                           year (the amount of such Taxation being calculated
                           after allowing for any credit against the same in
                           respect of such advance corporation tax to the extent
                           such advance corporation tax shall have previously
                           been deducted from the Notional Reserve);

                  (v)      reduced by the net amount (net of advance corporation
                           tax) of any dividends paid by the Company;


<PAGE>

                                       18

                  (vi)     reduced by the amount of any payment made by the
                           Company for the purchase of its own shares;

                  (vii)    increased by the amount of any payments received by
                           the Company on the exercise by any person of any
                           option to subscribe for any shares of the Company;

                  (viii)   reduced by any capital repayment or other
                           distribution made to shareholders;

                  (ix)     increased by any subscriptions for the allotment of
                           shares or other capital receipts from shareholders;

                  (x)      reduced by net amount (net of any income tax or
                           advance corporation tax) of all interest payments
                           made by the Company to holders of any unsecured loan
                           stock of the Company which may be created and
                           constituted.

                  For the avoidance of doubt the Notional Reserve:

                  (a)      shall not be reduced by the amount of any losses of
                           the Company or of the Company and its Subsidiaries
                           but;

                  (b)      shall include any unsecured loan stock of the Company
                           which may at any time or from time to time be created
                           and constituted by the Company and distributed to
                           members of the Company full paid or credited as fully
                           paid by way of application of any cash forming part
                           of the said sum initially or subsequently
                           constituting the Notional Reserve and referred to
                           above.

(C)      The Director's entitlement to commission shall be as follows:

         (1)      if he shall be employed by the Company at the end of the
                  relevant financial year provided that notice shall not have
                  been given on or before expiry of such financial year by
                  either the Director or the Company to the other to terminate
                  the Appointment (other than for an Excluded Reason) to
                  commission of such amount as shall (but subject to the
                  provisions of this Schedule) equal the Full Rate of the
                  Distributable Profits:

         (2)      If:

                  (i)      a notice shall have been given on or before expiry of
                           such financial year to terminate the Appointment
                           (other than for an Excluded Reason) or;


<PAGE>

                                       19

                  (ii)     if the Appointment shall have been terminated (other
                           than for an Excluded Reason) prior to expiry of such
                           financial year to commission of such amount as shall
                           (but subject to the provisions of this Schedule)
                           equal the Reduced Rate of the Distributable Profits.

(D)      If the Director shall be employed under the Agreement of which this
         Schedule forms part for part only of any financial year of the Company
         he (or his personal representatives where applicable) shall subject to
         the remaining provisions of this Schedule and the said Agreement be
         entitled to a rateable proportion of the commission he would have
         received if he had been employed for the whole of that year on the
         basis that the Director shall:

         (1)      if either:

                  (i)      the circumstances referred to in paragraph (C)(1)
                           shall apply or;

                  (ii)     if the Appointment shall have terminated (or notice
                           thereof shall have been given) for an Excluded
                           Reason;

                  be entitled to a rateable proportion of commission at the Full
                  Rate; or

         (2)      if either of the circumstances referred to in paragraph (C)(2)
                  shall apply be entitled to a rateable proportion of commission
                  at the Reduced Rate.

(E)      Where the Director (or, in the case of death, his personal
         representatives) shall be entitled to a rateable proportion (in
         accordance with paragraph (D)) of the commission at the Full Rate or
         the Reduced Rate (as applicable) which the Director would have
         received if he had been employed for the whole of the financial year
         during which the Appointment terminated such proportion shall be
         calculated on a time basis and the Director (or, where applicable, his
         personal representatives) shall be entitled to the same proportion of
         the commission at the Full Rate or the Reduced Rate (as applicable)
         which the number of days during which the Director shall have been
         employed by the Company during the relevant financial year bears to
         the number of days in such financial year.

(F)      In calculating the amount of commission to which the Director shall be
         entitled in respect of a financial year there shall be deducted from
         such amount any amount determined to be deductible therefrom in
         accordance with paragraph (H).

(G)      There shall be deducted from the amount of commission which shall be
         determined to be due to the Director or his personal representatives
         hereunder in respect of any financial year (adjusted if applicable by
         the


<PAGE>

                                       20

         deduction as referred to in paragraph (F)) an amount equal to the
         aggregate of:

         (1)      the amount of any dividend paid in cash on the Option Shares
                  during any financial year;

         (2)      the amount of any tax credit relating to such dividend; and

         (3)      the amount of all payments on account of or by way of
                  commission made to the Director during or in respect of a
                  financial year.

(H)      If the result of the calculation set out in paragraph (G) shall be a
         positive amount the Company shall pay the same to the Director (or, if
         applicable, his personal representatives) within one month after the
         making of the calculation referred to in paragraph (G); if the result
         of the calculation set out in paragraph (G) shall be a negative amount
         the same shall be carried forward and shall be deducted from any
         commission payments (if any) which would otherwise be or become due to
         the Director (or his personal representatives) in respect of the next
         succeeding financial year of the Company. For the avoidance of doubt
         any negative amount resulting from such calculation shall not be
         treated as a debt due from the Director to the Company and if no
         further commission shall be or become due to the Director (or his
         personal representatives) any such negative amount shall not have any
         further effect or significance.

(I)      (1) Upon each occasion on which the Director shall exercise
             any of the Director's options the Full Rate and the Reduced
             Rate shall be adjusted thereafter by deducting from the amount
             of the same from time to time (and as so adjusted from time to
             time) the result of the calculation

                  A X B
                  -----
                  C

                  where:

                  A        represents the Full Rate or the Reduced Rate at its
                           original numerical value of (respectively) 10 and
                           3.75.

                  B        represents the number of Option Shares in respect of
                           which the Director shall exercise the Director's
                           Option on such occasion and

                  C        represents 162,000


<PAGE>

                                       21

                  and so that in this paragraph "The Director's Option" means
                  the Option granted to the Director by the Company by a Deed of
                  even date herewith to subscribe for up to an aggregate of
                  162,000 Ordinary Shares of 25p each of the Company (the
                  "Option Shares") and if there shall be a sub-division or
                  consolidation of the Ordinary Shares of the Company the
                  numerical value of "C" shall be adjusted as the Auditors shall
                  certify as in their opinion appropriate to take due account of
                  such adjustment;

         (2)      Accordingly the Director's entitlement to commission shall be
                  treated as accruing from day to day during the relevant
                  financial year at the Full Rate or the Reduced Rate (as
                  applicable) but as adjusted from time to time during such
                  financial year;

         (3)      If in respect of any financial year commission on the
                  Distributable Profits (calculated as referred to in this
                  Schedule and subject to the deductions from the amount of
                  commission referred to herein) calculated at ten per cent
                  (10%) (if commission shall be due at the Full Rate) or at
                  three and three quarters per cent (3.75%) (if commission shall
                  be due at the Reduced Rate) (as applicable) shall exceed the
                  aggregate of:

                  (a)      the net amount of dividends paid on the Option
                           Shares; and

                  (b)      the tax credit on such dividends; and

                  (c)      the amount of all payments on account

                  any balance in respect of such financial year shall be due
                  (and shall be paid) to the Director by the Company.

(J)      The Company shall make payments on account to the Director within one
         month of the end of each financial quarter as follows:

         (1)      within one month of 31st March of such amount as shall
                  represent A as determined by the calculation:
                  0.0375 (P-0.04T) = A;

         (2)      within one month of 30th June of such amount as shall
                  represent B as determined by the calculation:
                  0.0375 (P-0.04T) - A = B; and

         (3)      within one month of 30th September of such amount as shall
                  represent C as determined by the calculation:
                  0.0375 (P-0.04T) - A - B = C;


<PAGE>

                                       22

         Where:

         P        represents the Profits for the relevant financial quarter half
                  year or three quarters respectively (calculated as referred to
                  in paragraph (B) of this schedule but for the purpose of this
                  paragraph (K) only as shown by the management accounts for the
                  relevant financial period) and

         T        represents the turnover of the Company for the relevant
                  financial quarter half year or three quarters respectively (as
                  shown by the management accounts for the relevant financial
                  period).

(K)      In the event of any dispute or disagreement between the Director and
         the Company as to any of the calculations referred to in this schedule
         the same shall be determined by the Auditors of the Company for the
         time being (or, if they shall be unable or unwilling to act, by an
         independent Chartered Accountant to be appointed at the instance of
         either Company or the Director by the President for the time being of
         the Institute of Chartered Accountants in England and Wales and so
         that references herein to "the Auditors" shall include also reference
         to such independent Chartered Accountant) who shall act as experts and
         not as arbitrators (and so that the Arbitration Acts 1950 to 1979
         shall not apply thereto) and their decision shall in the absence of
         manifest error be final and binding on the Company and the Director.


<PAGE>

                                       23

                               THE SECOND SCHEDULE

1.       Amplification of terms of employment:

         (a)      Name of Company           :                 Clarke & Tilley
                                                              Limited

                  Address of Company        :                 Hanover House
                                                              Station Approach
                                                              Cheam
                                                              Surrey SM2 7AU

         (b)      Name of Director          :                 Michael Winn

                  Address of Director       :                 Rosemary Cottage
                                                              Northchurch
                                                              Berkhamsted
                                                              Hertfordshire HP4
                                                              3QS

         (c)      Date of Commencement
                  of Employment with the

                  Company hereunder         :                 1st February 1992

         Any period of employment with a previous employer does not count as
         part of the Director's continuous period of employment with the
         Company.

2.       In accordance with section 1(3) of the Act the following terms of the
         Director's employment apply on the date of the Agreement to which this
         is a Schedule:

         (a)      Remuneration - see clause 4:  L100,000 per annum and the first
                  monthly instalment will be payable on 28th February 1992

         (b)      Hours of Work:  There are no fixed hours of work, see clause
                  3.

         (c)      Holidays: The Director is entitled to twenty five weekdays
                  holiday with pay - see clause 9 of the Agreement. The
                  entitlement to holiday (and on termination of employment to
                  holiday pay in lieu of holiday) accrues pro rata throughout
                  each year of employment hereunder, during the first year (from
                  the Effective Date) at the rate of two days per calendar
                  month.

         (d)      Sickness or injury: The Director is entitled to be paid during
                  any period of absence from work during sickness or injury
                  subject however to and in accordance with the provisions of
                  clause 8 of the Agreement.

         (e)      Notice - see Clauses 2, 8 and 13 of the Agreement.

         (f)      The date when the Agreement expires:  indefinite period.


<PAGE>

                                       24

         (g)      Job title:  Deputy Managing Director.  The Company reserves
                  the right to alter the Director's job function and/or title in
                  accordance with the provisions of the Agreement.

         (h)      Pension: The Company is contracted out of the State Pension
                  Scheme. There is a Company pension scheme and the Director
                  will join this Scheme, see clause 5.

3.       The following information is supplied pursuant to this Act and reflects
         the Company's current practice.

         (a)      Disciplinary Rules. A copy of the Company's Disciplinary Rules
                  and Regulations when formulated will be supplied to the
                  Director. These rules may be altered or added to from time to
                  time by the Company and details of such changes will be
                  publicised on notice boards and/or supplied to the Director.

         (b)      Grievance procedure. Any grievances of the Director are to be
                  referred in writing to the Board, which will propose a
                  solution within 21 days of the application by the Director.

         (c)      Appeals procedure.  None:  the decision of the Board shall be
                  final.

THE COMMON SEAL OF CLARKE &                 )
TILLEY LIMITED was affixed to this Deed     )        /s/ Thomas A. McDonnell
in the presence of:                         )

                           Director

                           Director/Secretary

SIGNED and DELIVERED AS A DEED              )
by the said MICHAEL WINN in the             )        /s/ J. Michael Winn
presence of:                                )