EXHIBIT 10.21


                               SERVICE CONTRACT


THIS AGREEMENT is made the 28th day of October, 1998

BETWEEN:

(1)   EUROPEAN  MICRO PLC  (registered  number  2663964)  having its  registered
      office at Market Court, 20-24 Church Street, Altrincham, Cheshire WA14 4DW
      (the "Company")

(2)   GERARD DENIS PATRICK O'ROURKE of 16 William Road, Wimbledon,  London, SW19
      3PL (the "Executive")




IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

      1.1.  In this Agreement the following words and expressions shall have the
            following meanings:

             "the Agreement"             Means a  contract  between  the Company
                                         and the  Executive  and M. Gesner dated
                                         28th day of October, 1998
             "the Board"
                                         means  the Board of  Directors  of the
                                         Company and includes any  committee of
                                         the Board duly convened by it

             "the Commencement Date"     means the 28th day of October, 1998

             "Sunbelt"                   means Sunbelt (UK) Limited

             "EM Group Company"          means  the   Company  and  any  Company
                                         which is a subsidiary  or affiliate of
                                         the Company

             "the Employment"            means the  employment  established  by
                                         this Agreement

             "Intellectual Property"     means  (i)  every  invention  discovery
                                         design or  improvement  (ii) every work
                                         in which  copyright  may  subsist,  and
                                         (iii)  moral  rights as defined by s 77
                                         and s 80 of the  Copyright  Design  and
                                         Patents Act 1988.                      

             "Nova Products"             Shall have the same  meaning as  in the
                                         Agreement


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             "the Termination Date"      means   the  termination  date  of  the
                                         Employment    under    this   Agreement
                                         howsoever terminated.

      1.2.  The headings in this Agreement  shall not affect its  interpretation
            or construction.

      1.3.  Any reference in this Agreement to any statutory  provision includes
            any statutory  modification  or  re-enactment of it or the provision
            referred to.

2.    EMPLOYMENT

The Company shall employ the  Executive and the Executive  also agrees to act as
Managing Director of Sunbelt on the terms set out in this Agreement.

3.    FREEDOM TO TAKE UP THE APPOINTMENT

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

4.    PERIOD

The Executive's Employment shall commence with effect from the Commencement Date
and shall  (subject as  hereinafter  provided) be for an initial fixed term of 2
years and 3 months and shall  continue  thereafter  until  terminated  by either
party giving to the other not less than 6 months' written notice to expire on or
any time after the expiry date for the initial fixed term.

5.    DUTIES OF THE APPOINTMENT

      5.1.  The Executive shall  faithfully and diligently  perform those duties
            of his  appointment  and exercise such powers  consistent  with them
            which are from time to time  assigned  to or vested in him and shall
            use his best  endeavours to promote the interests of Sunbelt and any
            EM Group Company for which he is required to perform duties.

      5.2.  The Executive  shall (without  further  remuneration)  if and for so
            long as the Executive is so required by the Company:

            (i)   carry out the  duties of his  appointment on behalf of any  EM
                  Group Company

            (ii)  act as a  director  of any EM Group  Company or hold any other
                  appointment or office as nominee or  representative of Sunbelt
                  or any EM Group Company.



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            (iii) carry out such  duties  and the duties  attendant  on any such
                  appointment  as if they were duties to be  performed by him on
                  behalf of the Company.

      5.3   Use his reasonable  endeavours to achieve the targets set out in the
            Agreement.

6.    OBEDIENCE AND REPORTING

The Executive  shall obey all lawful and reasonable  directions of the Board and
at all times  keep the Board  promptly  and fully  informed  (in  writing  if so
requested) of his conduct of the business or affairs of Sunbelt and any EM Group
Company and provide such explanations as the Board may require.

7.    DEVOTION TO DUTIES

       7.1. The  Executive  shall  during  the  term of this  Employment  devote
            substantially the whole of his time,  attention and abilities to the
            business and affairs of Sunbelt unless  prevented by ill health from
            so doing and  shall  not  during  the  Employment  either on his own
            account  or as the  employer  of others or  otherwise  be engaged or
            concerned in any business other than that of Sunbelt or any EM Group
            Company or accept any other  engagement or public office except with
            the prior  consent in writing of the Company but the  Executive  may
            nevertheless be or become a minority holder of any securities  which
            are quoted on a recognized investment exchange.

      7.2.  The Executive shall not be prevented from having any shareholding in
            a company which exists at the date of this Contract.

      7.3.  The Executive  will be allowed to become a Shareholder  in a company
            which does not directly or indirectly compete with Sunbelt or any EM
            Group  Company  provided  that  consent is first  obtained  from the
            Company in writing such consent not to be unreasonably withheld.

8.    COMPLIANCE/DEALINGS IN "SECURITIES"

The Executive  shall during his  Employment and for twelve (12) months after the
termination of his  Employment  comply and shall procure that his minor children
shall  comply  with all  applicable  rules  of law,  any  recognized  investment
exchange  regulations  including the "Model Code for Securities  Transactions by
Directors of Listed Companies' issued by the International Stock Exchange of the
United Kingdom and the Republic of Ireland Limited and any Company policy issued
in relation to dealings in shares, debentures or other securities of the Company
and  any  EM  Group  Company  or any  unpublished  price  sensitive  information
affecting the securities of any other company.



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9.    COMPLIANCE/PROPER USE OF FUNDS


      9.1   The Executive shall not use any funds for any unlawful contribution,
            endorsement,  gift, entertainment or other unlawful expense relating
            to  political  activity,  or make any  direct or  indirect  unlawful
            payment to any foreign or domestic  government  official or employee
            and shall comply with the United States  Foreign  Corrupt  Practices
            Act of 1977 and any other applicable law of the United States or any
            other  country in which the  Executive  is  conducting  business  on
            behalf of Sunbelt or any of its subsidiaries or affiliates  relating
            to improper payments to governmental representatives.

      9.2   Failure to comply with clause 9.1 shall  constitute gross misconduct
            and may result in the  termination  of the  Executives  contract  of
            employment in accordance with clause 23 hereto.

10.   PLACE OF WORK

      10.1. The Executive  shall initially work at the offices of the Sunbelt at
            Strudwick  House,  Boundary  Business  Park,  Church Road,  Hitcham,
            Surrey but the  Executive  shall if  required  to do so work in such
            place or places  within a twenty (20) mile radius of said offices as
            the Board may reasonably  require for the proper  performance of his
            duties hereunder.

      10.2. The  Executive  shall  not be  required  (except  for  travel on the
            business  of  Sunbelt  or any EM Group  Company)  to reside in other
            parts of the world.

11.   HOURS OF WORK

There are no normal fixed  working  hours for the  Employment.  The Executive is
expected to work at such times as the efficient and  conscientious  discharge of
his duties  hereunder  requires and it is hereby  agreed that the  provisions of
regulation 4 of the Working Time Regulations 1998 shall not apply.

12.   REMUNERATION

      12.1. During the Employment the Executive  shall receive as remuneration a
            basic  salary at the rate of  (pound)50,000  per annum to be paid by
            equal monthly  installments  on the last day of each calendar month.
            Any  increase  in  remuneration  shall be notified in writing to the
            Executive  and the details  thereof shall be entered in the table in
            Schedule  1 to the  Company's  signed  copy  of this  Agreement  and
            initialed by an officer of the Company.

      12.2. The  Executives  remuneration  takes into account any  provision for
            pension  payments  into which the  Executive  may have been entitled
            prior to the date of this Agreement.

      12.3. In addition to the basic salary the Executive  shall receive bonuses
            equal to  3.75% of the  pre-tax  gross  profits  of the sale of Nova
            Products  through  Sunbelt.  Such  bonuses  to be  paid  monthly  in
            arrears.



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      12.4. During the first six months of this Agreement the Executive shall be
            guaranteed  bonus  payments  of  (pound)1,666.00  per  month.  To be
            eligible  for the bonus the  Executive  must still be in service and
            not under notice of termination unless such notice shall be wrongful
            or unfair.

      12.5. The  remuneration  and  bonuses  shall  unless  otherwise  agreed in
            writing  by  the  Company  be   inclusive   of  any  fees  or  other
            remuneration  which the  Executive  would  otherwise  be entitled to
            receive from the Company or any EM Group Company in connection  with
            the performance of the duties delegated to him under this Agreement.

      12.6. The  provisions  of this  clause  shall be  reviewable  annually  by
            agreement.

13.   CAR

      13.1. The Company shall pay the Executive a car allowance of  (pound)8,235
            per annum.  In addition the Company shall pay for all fuel including
            fuel consumed  during  private use of the car. The  Executive  shall
            ensure  that he has at all times a current  valid  license  to drive
            private motor cars.

      13.2. The Company shall provide the Executive with a Mobile  Telephone and
            pay the rental and cost of calls.

14.   EXPENSES

In addition to his basic salary  hereunder the Executive shall be reimbursed the
amount of all  reasonable  traveling,  hotel,  entertainment  and other expenses
properly and  necessarily  incurred and defrayed by him in the  discharge of his
duties hereunder (including "professional fees"). The Executive shall produce to
the Company at its request all  supporting  vouchers and documents in respect of
such expenses.  The Company will also pay any telephone expenses incurred by the
Executive  in  relation  to this  Contract  of  Employment  upon  production  of
supporting bills in respect of such expenses.

15.   PENSION AND OTHER BENEFITS

15.1  No  pension  contributions  shall be paid by the  Company on behalf of the
      Executive.  The  Executive  will  however be  entitled  to private  health
      insurance for the benefit of himself his spouse and dependent  children if
      any.

15.2  The  Executive  shall  have the right to  subscribe  for up to 5,000  EMCC
      Shares as defined in the Agreement at the mid-price for the same on NASDAQ
      at the date of this agreement at any time after 3 years. This option shall
      lapse if the Executive shall terminate this agreement before the option is
      exercised.



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16.   HOLIDAYS

      16.1. The  Executive  shall be  entitled  (in  addition to normal bank and
            other  public  holidays)  to twenty  (20) days paid  holiday in each
            calendar  year at such times as shall be  convenient  to Sunbelt and
            such additional holidays as the Board shall approve.

      16.2. The  Executive  shall not be  entitled  to carry  forward any unused
            holiday  entitlement  from one holiday  year to the next without the
            written consent of the Company.

17.   SICKNESS OR INJURY

      17.1. The  Executive  agrees  that at any time  during  the  course of the
            Employment he shall at the request of the Company  submit himself to
            a medical examination by a registered medical practitioner nominated
            by the Company.  The purpose of such medical examination shall be to
            determine  whether  there are any  matters  which  might  impair the
            Executive's  ability to perform his duties under this  Agreement and
            accordingly  the Executive  shall give such authority as is required
            for the  Company's  nominated  doctor to disclose to the Company the
            findings.  All expenses associated with obtaining the report will be
            borne by the Company.

      17.2. In the event  that the  Executive  is unable to  perform  his duties
            under this Agreement by reason of sickness or injury for a period of
            seven (7) days or more, the Executive  shall if required to do so by
            the  Company  provide  the  Company  with a medical  certificate  in
            respect of the whole  period of the absence.  Immediately  following
            his return from any period of absence the Executive shall complete a
            self-certification form detailing the reason for the absence.

      17.3. During  the  Executive's  first ten (10)  weeks of  absence  he will
            receive  ninety  percent  (90%)  of  his  average  weekly   earnings
            calculated  by taking the total of his  earnings  over the  previous
            twelve months and dividing the same by fifty two (52). At the end of
            such ten (10) week period any further  payment  will only be made to
            the Executive at the discretion of the Board.

      17.4. The  Company  shall have the right to deduct  from the  remuneration
            paid  to the  Executive  any  statutory  sick  pay or  other  social
            security  benefits  which he is entitled to claim in  consequence of
            sickness or accident or payable to him under any scheme for the time
            being in force of which by virtue of his  employment  by the Company
            he is a non-contributory member.

      17.5. In the event that the  Executive  is  incapable  of  performing  his
            duties by reason of injury sustained wholly or partially as a result
            of actionable negligence or breach of any statutory duty on the part
            of any third party all payments made to the Executive by the Company
            by way of  remuneration  shall to the extent  that  compensation  is
            recoverable from that third party constitute loans by the Company to


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            the Executive (notwithstanding that as an interim measure income tax
            has been  deducted  from  payments  as if they  were  emoluments  of
            employment)  and shall be  repaid  when and to the  extent  that the
            Executive recovers compensation for loss of earnings from that third
            party by action or otherwise.

      17.6. The Company will  maintain on behalf of the  Executive the permanent
            health  insurance  scheme currently in place during the term of this
            Agreement.

18.   CONFIDENTIALITY

The Executive  shall not,  either during the  Employment,  otherwise than in the
proper course of his duties,  or  thereafter,  without the consent in writing of
the Company being first  obtained,  use directly or  indirectly,  divulge to any
person,  firm or company and shall during the  continuance of the Employment use
his best endeavours to prevent the publication, disclosure or non-authorized use
of any confidential information of Sunbelt or any EM Group Company or any of its
or their secrets, dealings or transactions whatsoever which may have come or may
come to his knowledge during his Employment or previously or otherwise and which
include but are not limited to the following matters:

            (i)   the working of any  manufacturing  process or invention or any
                  other methods,  formulae,  technical data and know-how used by
                  or which  relate to the  business  of  Sunbelt or any EM Group
                  Company;

            (ii)  lists of customers and potential customers or of suppliers and
                  potential  suppliers  to Sunbelt and any EM Group  Company and
                  any other  information  collected  by Sunbelt and any EM Group
                  Company in relation to those customers or suppliers;

            (iii) the  dealings or  transactions  or other  business  affairs of
                  Sunbelt or any EM Group  Company and its or their  finances or
                  management accounts.

The  restriction  shall cease to apply to  information  or  knowledge  which may
(otherwise than by reason of the default of the Executive ) become  available to
the public  generally  without  requiring a significant  expenditure  of labour,
skill or money.

19.   INTELLECTUAL PROPERTY

      19.1. The  Executive  shall  forthwith   communicate  to  the  Company  in
            confidence all intellectual property which the Executive may make or
            originate either solely or jointly with another or others during the
            Employment (hereinafter referred to as "Intellectual Property").

      19.2. In the case of such  Intellectual  Property as is made or originated
            hereunder wholly or substantially in the course of his normal duties
            or in the course of duties  specifically  assigned  to him and which
            relate  to the  affairs  of  Sunbelt  or any EM  Group  Company  the
            following subclauses of this clause shall apply.



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      19.3. Such  Intellectual  Property  (or in the  case  of the  Intellectual
            Property made or originated by the Executive jointly with another or
            others to the full extent of the Executive's interest therein so far
            as the law allows) shall be and become the exclusive property of the
            Company  and shall not be  disclosed  to any other  person,  firm or
            company without the consent of the Company being previously obtained
            which if given may be subject to conditions.  The provisions of this
            subclause shall not entitle the Executive to any compensation beyond
            the  salary  hereinafter  mentioned  except  that in the case of any
            invention on which a British  Patent has been granted or assigned to
            the Company and the Company  has derived  outstanding  benefit  from
            such patent,  the Executive may be entitled by virtue of s 40 of the
            Patents Act 1977.

      19.4. The  Executive  shall if and when required by the Company and at the
            expense of the  Company do and/or  combine  with others in doing all
            acts and sign and  execute  all  applications  and  other  documents
            (including  Powers of Attorney in favour of nominees of the Company)
            necessary  or  incidental  to  obtaining,  maintaining  or extending
            patent or other forms of protection for such  Intellectual  Property
            in the UK and in any other part of the world or for  transferring to
            or vesting in the Company or its  nominees  the  Executive's  entire
            right, title and interest to and in such Intellectual Property or to
            and in any  application,  patent  or  other  form of  protection  to
            copyright  as  the  case  may  be   including   the  right  to  file
            applications  in the name of the Company or its  nominees for patent
            or other forms of protection or for registration of copyright in any
            country claiming priority from the date of filing of any application
            or other date from which priority may run in any other country.

      19.5. The  provisions of this clause shall remain in full force and effect
            notwithstanding  that after the Executive has made or originated any
            such  Intellectual  Property the  Employment may have ceased or been
            determined  for any reason  whatsoever  with the intention  that the
            same shall bind the heirs of an/or assigns of the Executive.

20.   COPYRIGHT

The  Executive  shall  promptly  disclose  to the  Company  all  works  in which
copyright or design  rights may exist which the  Executive may make or originate
either solely or jointly with others during the  Employment.  Any such copyright
works or designs created by him in the normal course of his Employment or in the
course of carrying out duties  specifically  assigned to him which relate to the
affairs of the Company  shall be the property of the Company  whether or not the
work was made by  direction  of the Company or was  intended for the Company and
the copyright in it and the rights in any design shall belong to the Company and
to the extent that such  copyright or design rights are not otherwise  vested in
the Company the Executive hereby assigns the same to the Company.



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21.   POST-TERMINATION OBLIGATIONS

      21.1. The  Executive  shall  not  during  the  period  of  2  years  after
            termination  of the  Employment  solicit or endeavour to entice away
            from or  discourage  from being  employed by Sunbelt or any EM Group
            Company any employee or director employed by Sunbelt or any EM Group
            Company and who to his knowledge was an employee thereof at the date
            of such termination or whom to his knowledge has at that date agreed
            to be engaged as an employee of Sunbelt or any EM Group  Company and
            with whom the  Executive  has  dealt or had  contact  in the  normal
            course of his duties.

      21.2. The  Executive  shall  not  for  a  period  of 6  months  after  the
            termination  of the  Employment  (without  the  previous  consent in
            writing of the  Company)  and  whether on his own account or for any
            other  person,  firm or  company  directly  in  connection  with any
            business  similar to or in competition  with the business of Sunbelt
            solicit or endeavour to entice away from Sunbelt any person, firm or
            company (a) who or which in the twelve (12) months  prior to the end
            of his  Employment  shall have been a customer of or in the habit of
            dealing  with Sunbelt and (b) with whom or which the  Executive  had
            personal dealings in the course of his employment in the twelve (12)
            months prior to the end of his Employment.

      21.3. The  Executive  shall  not  for  a  period  of 6  months  after  the
            termination  of his  Employment  (without  the  previous  consent in
            writing of the  Company)  and  whether on his own account or for any
            other person,  firm or company  directly or indirectly in connection
            with any business  similar to or in competition with the business of
            Sunbelt  do any  business  with,  accept  orders  from,  or have any
            business dealings with any person,  firm or company (a) who or which
            in the twelve (12) months prior to the end of his  Employment  was a
            customer  of Sunbelt  and (b) with whom or which the  Executive  had
            personal dealings in the course of his Employment in the twelve (12)
            months prior to the end of his Employment.

      21.4. The  Executive  shall  not  for  a  period  of 6  months  after  the
            termination of his Employment and within the United Kingdom (without
            the  previous  consent  in  writing  of  the  Company)  directly  or
            indirectly be engaged concerned or interested (whether as principal,
            servant,  agent,  consultant  or otherwise) in any trade or business
            which is in competition  with any trade or business being carried on
            by Sunbelt at the end of the Employment or during a period of twelve
            (12) months  prior to the end of his  Employment  and with which the
            Executive  was concerned in the course of his  Employment,  provided
            always that during such period the Company will pay the  Executive a
            further 6 month salary and bonus even though his Employment has been
            terminated but only in  circumstances  where no summary  termination
            has occurred in accordance  with Clause 22 of this Agreement and the
            Executive is not in breach of the covenants  contained in Clause 20.
            Bonuses will be  calculated by dividing the previous 12 months bonus
            total by 12.



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      21.5. The  Executive  shall  not at any time  after the  Termination  Date
            represent  himself as being employed by or connected with Sunbelt or
            any EM Group Company.

      21.6. The Executive acknowledges:

            (i)   that  each  of  the   foregoing   subclauses  of  this  clause
                  constitutes an entirely  separate and independent  restriction
                  on him; and

            (ii)  while at the date of this  Agreement  the  duration,  extent
                  and application of each of the  restrictions  are considered
                  by  the  parties  no  greater  than  is  necessary  for  the
                  protection  of the  interests  of  Sunbelt  and any EM Group
                  Company  and  reasonable  in  all  the  circumstances  it is
                  acknowledged  that  restrictions of such a nature may become
                  invalid  because of changing  circumstances  and accordingly
                  if any of the  restrictions  shall be adjudged to be void or
                  ineffective  for whatever reason but would be adjudged to be
                  valid and  effective  if part of the  wording  thereof  were
                  deleted or the periods  thereof  reduced or the area thereof
                  reduced in scope they  shall  apply with such  modifications
                  as may be necessary to make them valid and effective.

22.   DELIVERY OF DOCUMENTS AND PROPERTY

The  Executive  shall  upon  request  at any  time  and in any  event  upon  the
termination of the Executive's  Employment immediately deliver up to the Company
or its authorized representative all keys, security passes, credit cards, plans,
statistics,  documents, records, papers, magnetic disks, tapes or other software
storage  media  and  all  property  of  whatsoever  nature  which  may be in his
possession or control or relate in any way to the business affairs of Sunbelt or
any EM Group Company and the Executive shall not, without the written consent of
the Company, retain any copies thereof.

23.   REMEDIES

It is expressly  agreed by the Executive and the Company that the  provisions of
clauses 18, 19, 20, 21 and 22 are  reasonable for purposes of preserving for the
Company its business,  goodwill and  proprietary  information.  In the event any
breach of the aforementioned  provisions by the Executive, the parties recognize
and  acknowledge  that a remedy at law will be  inadequate  and the  Company may
suffer irreparable  injury.  The Executive  acknowledges that the services to be
rendered by him are of a character giving them peculiar value, the loss of which
cannot be  adequately  compensated  for in damages;  accordingly  the  Executive
consents  to  injunctive  and  other  appropriate   equitable  relief  upon  the
institution  of  proceedings  therefor  by the  Company in order to protect  the
Company's rights.  Such relief shall be in addition to any other relief to which
the Company may be entitled at law or in equity.

24.   SUMMARY TERMINATION

In any of  the  following  cases  the  Company  may  terminate  the  Executive's
Employment  by written  notice taking effect on the date of its service in which


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case the Executive shall not be entitled to any further payment from the Company
except such sums as shall then have accrued due;

            (i)   if the  Executive  shall be guilty of any gross  misconduct or
                  any repeated breach of any of the terms of this Agreement;

            (ii)  if the  Executive  shall be  convicted  of a criminal  offense
                  (except for a road traffic offense or an offense not involving
                  a custodial sentence);

            (iii) if the Executive be adjudged bankrupt or makes any composition
                  or enters into any deed of arrangement with his creditors;

            (iv)  if the  Executive is prohibited by law from being or acting as
                  a director;

            (v)   if the  Executive  shall  become of  unsound  mind or become a
                  patient under the Mental Health Act 1983;

            (vi)  if the  Executive  resigns as a director of Sunbelt  otherwise
                  than at the request of the Company

25.   NO RIGHT TO WORK

      25.1. The Company shall be under no obligation to provide any work for the
            Executive during any period of notice either given by the Company or
            the Executive to terminate  the  Executive's  Employment  under this
            Agreement.  The  Company  may at any time  during  the  said  period
            suspend the  Executive  from his  Employment or exclude him from any
            premises of Sunbelt or any EM Group  Company.  Provided  that during
            such period the Executive  shall  continue to receive salary and all
            other contractual benefits.

      25.2. If the Contract is terminated by notice in accordance  with Clause 4
            then the period  referred  to in Clause  20.1 to 20.4 shall start to
            run from the date of such notice. This proviso will not apply should
            the Contract be terminated in accordance with Clause 23.

26.   SHORT NOTICE

If the Executive  shall at any time become or be unable  properly to perform his
duties  hereunder by reason of ill health  accident or otherwise for a period or
periods  aggregating  at least one  hundred  eighty  (180) days in any period of
twelve (12)  consecutive  calendar months the Company may by not less than three
(3) month's notice in writing determine this Agreement.

27.   RESIGNATION OF OFFICE

Upon the  termination of the Employment the Executive  shall at any time or from
time to time thereafter upon the request of the Company resign without claim for
compensation  from all offices  held by him in Sunbelt and any EM Group  Company
and should he fail to do so the  Company  is hereby  irrevocably  authorized  to


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appoint  some  person  in his name and on his  behalf  to sign and  execute  all
documents or things necessary or requisite to give effect thereto.

28.   RETIREMENT

The Employment shall automatically  terminate on the Executive reaching his 65th
birthday.

29.   PRIOR RIGHTS

The termination of the Employment  shall be without  prejudice to any right that
the  Company  may have in respect of any breach by the  Executive  of any of the
provisions  of  this   Agreement   which  may  have   occurred   prior  to  such
determination.

30.   NOTICES

Any notice given under this Agreement shall be deemed to have been duly given if
dispatched  by either party  hereto by  registered  post  addressed to the other
party in the case of the Company to its registered office for the time being and
in the case of the  Executive to his last known address and such notice shall be
deemed to have been given on the day on which in the ordinary  course of post it
would be delivered.

31.   PRIOR AGREEMENTS

This  Agreement  is in  substitution  for all previous  contracts of  employment
express or implied  between  Sunbelt or any EM Group  Company and the  Executive
which  shall be deemed to have been  terminated  by mutual  consent  as from the
Commencement Date.

32.   DISCIPLINARY AND GRIEVANCE PROCEDURE

There  are no fixed  rules  for the  resolution  of  grievance  or  disciplinary
problems.  In the event of the Executive  being  dissatisfied  with any decision
taken against him, or have any grievance  relating to the Employment,  he should
apply in the first instance to the Chairman of the Board who will either propose
a solution or refer the matter to the Board for a final decision.

33.   THE COMPANY'S STAFF HANDBOOK

The terms of the Company's standard terms and conditions and employment policies
and  procedures  which are set out in the Company's  staff handbook shall be the
terms of the Executive  Employment save to the extent that they are inconsistent
with this Agreement.

34.   RECONSTRUCTION OR AMALGAMATION

If before the  termination of this Agreement the Employment  shall be determined
by reason of the  liquidation of Sunbelt for the purposes of  reconstruction  or
amalgamation  and the Executive shall be offered  employment with any concern or
undertaking  resulting from such  reconstruction  or  amalgamation  on terms and
conditions no less favorable than the terms of this Agreement then the Executive


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shall have no claim against the Company in respect of the  determination  of the
Employment.

35.   EMPLOYMENT RIGHTS ACT 1996

Schedule  2 to  this  Agreement  sets  out the  particulars  of  employment  not
contained in the  Agreement  that must be given to the  Executive in  accordance
with the terms of the said Employment Right Act 1996.



                                  SCHEDULE 1


                          TABLE OF SALARY INCREASES


                                     Date of
    Current         Increase      commencement    New salary        Signed
     salary                      of new salary





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<PAGE>


                                  SCHEDULE 2


                          EMPLOYMENT RIGHTS ACT 1996


The following  information is given to supplement the  information  given in the
Agreement  in  order  to  comply  with  the  requirements  of  section  1 of the
Employment Rights Act of 1996.

 1. The Executive's job title is Managing Director of Sunbelt (UK) Limited.

 2. The Executive's  continuous  period of employment with the Company commenced
    on  1st  July  1992  and is not  continuous  with  any  previous  period  of
    employment with any other employer.

 3. There are no  collective  agreements  in force  which  affect  the terms and
    conditions of the Executive's employment.

 4. There is no Pension Provision applicable to the employment.







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<PAGE>


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


Signed by Laurence Gilbert    )     /s/ Laurence Gilbert
for and on behalf of the      )
Employer                      )






Signed by the Executive       )     /s/ Gerard O'Rourke
                              )
                              )











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