SPECIFIC AGREEMENT FOR THE PROVISION
                                                       OF PROFESSIONAL SERVICES


                                  EXHIBIT 10.25
                                  -------------

BETWEEN:CAP           GEMINI UK PLC                              ("CAP GEMINI")

OF:                   Cap Gemini House, 130 Shaftesbury Avenue, London W1V  8HH

AND                   European Micro Holdings Inc              ("THE CUSTOMER")

OF:                   20 - 24 Church Street, Altrincham, Cheshire, WA14 4DW

Commencement Date:
                      (If no date is inserted the  Commencement  Date shall be
                      the date of Cap Gemini signature below.)

AGREEMENT

Cap Gemini shall provide services ("THE SERVICES") to the Customer as set out in
the Schedule from the Commencement Date on the terms set out herein and in Cap
Gemini "General Terms and Conditions" (Reference Stan 13_amended, dated
24.02.00)


<PAGE>


                                           SPECIFIC AGREEMENT FOR THE PROVISION
                                                       OF PROFESSIONAL SERVICES


1     FEES
1.1   The  Customer  shall pay to Cap  Gemini  the fee rates  ("THE FEE  RATES")
      attached in respect of the Services  provided by Cap Gemini personnel on a
      time and materials  basis.  Cap Gemini  records of such time and materials
      shall,  in the absence of manifest  error, be conclusive and binding proof
      of the  Services  provided.  Invoices  shall be  raised at the end of each
      calendar month in respect of Services provided during that month.

1.2   The Customer shall make additional  payments in respect of the the cost of
      travel, hotel and other expenses properly incurred by Cap Gemini staff.

1.3   The Fee Rates and any other charges  specified herein may be varied by Cap
      Gemini at its discretion  from time to time but not more  frequently  than
      every six (6) months from the publication date of the attached Fee Rates.

1.4   Any work  done by Cap  Gemini  outside  the scope of the  Services  at the
      request or with the  agreement  of the  Customer  shall  unless  otherwise
      agreed be performed and fees  therefore  shall be paid in accordance  with
      this Agreement.

1.5   Notwithstanding  any other provision of this Specific Agreement or the Cap
      Gemini General Terms and Conditions  referred to above Cap Gemini shall be
      entitled  to  charge  for  time  spent  by its  personnel  while  they are
      available  for work at the  Customer's  premises but are unable to provide
      services because of a failure by the Customer to meet its obligations.

2     PERSONNEL
2.1   Cap Gemini will provide the personnel  required to fulfil the Services and
      at all times the  conditions  of  employment  of Cap Gemini  apply to such
      personnel.  However, Cap Gemini staff shall when working on the Customer's
      premises  conform  to the  general  working  terms and  conditions  of the
      Customer  provided  that Cap Gemini has been  informed  in writing of such
      terms and conditions.

2.2   Staff are assigned to projects at their current  grades and if a person is
      promoted  during a project one (1) month's notice of the new fee rate will
      be given to the Customer. If the Customer does not agree with the new rate
      Cap Gemini will offer a  replacement  in the same grade as that from which
      the person concerned has been promoted.

2.3   There is no deduction for fees for special  holidays given by the Customer
      to its own staff or for up to the  equivalent  of two (2) days per quarter
      when a person attends Cap Gemini training and meetings.  Fees are deducted
      however  for each day that a person is absent from the  assignment  due to
      holidays,  sickness  or for any  other  reasons  not  referred  to in this
      Sub-Clause.

2.4   Cap  Gemini  reserves  the  right  to  substitute  new  personnel  for the
      personnel  assigned to the Customer from time to time and the Customer may
      request such a  substitution.  In either event the Customer may not refuse
      alternative  personnel  offered by Cap Gemini unless it gives good reasons
      in writing to the  satisfaction  of Cap Gemini for its refusal  within ten
      (10) days of first meeting the proposed substitute.

2.5   The Customer hereby acknowledges that the members of staff provided by Cap
      Gemini  hereunder  are  charged  out at either the short term or long term
      rates  provided  for by the Fee  Rates in  accordance  with  the  expected
      duration of this  Agreement as  represented by the Customer to Cap Gemini.
      In the event of the  Customer  wishing Cap Gemini to withdraw  some of its
      staff prior to the termination hereof the Customer shall first give to Cap
      Gemini.
      (i)  not less than fourteen (14) days written notice of such withdrawal in
           the case of staff provided at short term fee rates; and

      (ii) not less than three (3) months written  notice of such  withdrawal in
           the case of staff provided at long term fee rates.

3     THE SERVICES
3.1   Cap Gemini  will agree a  procedure  for  monitoring  the  progress of the
      Services  with the Customer.  This will include  regular  review  meetings
      attended by  representatives  of the Customer and Cap Gemini authorised to
      make decisions with respect to the provision of the Services.

3.2   Where the Services  comprise the development or modification of a computer
      system,  on completion of each stage of the  development or  modification,
      the Customer shall  undertake a review of work completed to date,  changes
      in   requirements,   revised   resource   estimates  and  schedules,   and
      responsibility for outstanding tasks. Such stages may include business and
      functional  system design,  computer system design,  program  development,
      acceptance testing and implementation.

3.3   Each system  developed or modified by Cap Gemini hereunder shall be deemed
      to be handed over when the systems  documentation agreed to be produced by
      Cap Gemini has been  delivered  to the  Customer  and that system has been
      installed on the Customer's  processor in readiness for acceptance testing
      or would have been so  installed  were it not for a failure on the part of
      the Customer to co-operate in or allow such installation.

3.4   At the acceptance  testing stage of each system  developed or modified the
      Customer  must  ensure by  setting  up  comprehensive  test data that each
      system performs in accordance with the relevant systems documentation. The
      acceptance  testing must be  completed  within two (2) weeks of Cap Gemini
      handing over the  relevant  system.  The Customer  must express in writing
      full and  precise  details of any  failure  on the part of that  system to
      conform  to  the  relevant  systems  documentation.  If any  such  failure
      prevents the Customer  from  continuing  acceptance  testing a part of the
      system the  specified  period in respect of that part will be  extended by
      the time it takes Cap  Gemini to  correct  such  failure  to allow for the
      completion  of  acceptance  testing  of that part of the  system  once the
      failure has been corrected.

3.5   Each system  developed or modified by Cap Gemini hereunder shall be deemed
      to be accepted and Cap Gemini  obligations  in respect of the  development
      and  modification  of that system  discharged on the first to occur of the
      following.
      (i)  completion of acceptance testing including correction of failures
           notified in writing to Cap Gemini; or
      (ii) the end of the two (2) week period  without  acceptance  tests having
           been run or without the Customer  having  expressed in writing to Cap
           Gemini any dissatisfaction in respect of such system; or
      (iii)the  Customer  modifying  the  system or using it other  than for the
           purposes of acceptance testing or training.

4     INTELLECTUAL PROPERTY RIGHTS
      The intellectual property rights in any original programs, specifications,
      designs or reports  wholly created in the course of supplying the Services
      will become the property of the  Customer  upon payment of any monies due.
      However  wherever  a  program,  specification,  design  or  report  is  an
      adaptation of or is derived from existing  materials the ownership of such
      intellectual property rights in those programs, specifications, designs or
      reports  remains with the owner  thereof and is not affected by the supply
      of the  Services  notwithstanding  that a  significant  amount of original
      material  unique to the  Customer  has been  incorporated  in a process of
      modification.  Nothing  herein  shall  prevent  Cap Gemini  from using the
      knowledge and know-how of a non  confidential  or non  proprietary  nature
      gained in  building  all  programs,  specifications,  designs  or  reports
      referred to in this  paragraph  in any  combination  or  permutation  when
      providing services to others.

5     TERMINATION
      In  addition to the  termination  provisions  contained  in the Cap Gemini
      General Terms and  Conditions  referred to above and without  prejudice to
      any rights  contained  herein or accrued  hereunder  either party shall be
      entitled to terminate this Agreement by giving to the other party four (4)
      weeks  notice in  writing  in the  initial  18 week  period  and three (3)
      month's notice in writing thereafter of its intention to terminate.




                                                                     Page 2 of 4
<PAGE>
                                           SPECIFIC AGREEMENT FOR THE PROVISION
                                                       OF PROFESSIONAL SERVICES

6     COMPUTER TIME
      Both parties  recognise that  availability of adequate computer time is an
      essential  requirement for program development.  If the Customer's program
      development is being carried out by Cap Gemini on the Customer's  computer
      and  sufficient  computer time is not made  available or if Cap Gemini for
      reasons  outside Cap Gemini's  control,  is  prevented  from making use of
      computer time that the Customer is providing, then Cap Gemini reserves the
      right to charge for resources assigned even if not utilised.

7     REPRESENTATIONS AND WARRANTIES
      Except  as set out  below or else  where in this  Agreement  or in the Cap
      Gemini  General  Terms  and  Conditions  there are no  representations  or
      warranties  which have been made by Cap Gemini in respect of the  Services
      and upon which the Customer has relied in entering into this Agreement.

8     THE YEAR 2000
      The software  utilised by the Customer  (including  any software  which is
      stored on any  medium or device  and/or  embedded  within  any  apparatus)
      (together  "Programs")  may have been written  using dates with no century
      (i.e. 95 rather than 1995) in order to save space in the files and memory.
      Cap Gemini shall not be responsible  for making changes to the Programs to
      accommodate the change of century.  Where changes are needed,  they do not
      form part of the Services.

9     EUROPEAN ECONOMIC AND MONETARY UNION
      Cap Gemini shall not be responsible for making changes to the Programs (as
      that term is defined in clause 8) or  maintaining  them or installing  new
      Programs or hardware so as to ensure any  requirement  for  European  Euro
      processing or any requirement of cross compatibility or transition between
      any  existing  unit of currency and the European  Euro.  Where  changes or
      maintenance or new installations are needed,  they do not form part of the
      Services.



                                                                     Page 3 of 4
<PAGE>




SIGNED ON BEHALF OF CAP GEMINI:           SIGNED ON BEHALF OF THE CUSTOMER:





SIGNATURE                                 SIGNATURE
           ------------------------                  ------------------------


NAME                                      NAME
           ------------------------                  ------------------------


DATE                                      DATE
           ------------------------                  ------------------------


                            ( CAP GEMINI UK PLC 2000


                                                                     Page 4 of 4
<PAGE>


                                                    GENERAL TERMS AND CONDITIONS


1.  DEFINITIONS
For the purposes of these general terms and conditions  ("these  Terms") and any
Specific  Agreement  (as  hereinafter  defined)  the  following  words  have the
following  meaning:  -
"AUTHORISED REPRESENTATIVE" means any director or other duly authorised employee
of Cap Gemini or any Cap Gemini Company or of the Customer.
"CONTRACT" means these Terms and any relevant Specific Agreement.
"CUSTOMER" means a person to whom Cap Gemini supplies Products or Services.
"CAP GEMINI" means Cap Gemini UK plc.
"CAP GEMINI COMPANY" means the holding company or any subsidiary company of Cap
Gemini within the definition contained in Section 736 Companies Act 1985.
"PARTIES" means Cap Gemini and the Customer.
"PARTY" means either Cap Gemini or the Customer.
"PRODUCTS" means any products to be supplied by Cap Gemini to a Customer
including but not limited to hardware, software and documentation.
"SPECIFIC AGREEMENT" means an agreement in writing between the Parties including
any incorporated schedules, relating to the supply of Services or Products which
references these Terms.
"SERVICES" means any services to be provided by Cap Gemini to a Customer.
2.   CONTRACT
2.1  Any  Specific  Agreement  submitted  by Cap  Gemini to the  Customer  shall
     constitute an offer made on the terms and conditions  contained therein and
     these Terms. In the event of inconsistency  between the terms of a Specific
     Agreement and these Terms the Specific Agreement shall prevail.
2.2  Any supply of Services or  Products  by Cap Gemini  otherwise  than under a
     Specific Agreement shall be covered by these Terms.
2.3  The  Contract  constitutes  the entire  agreement  between the Parties with
     respect to the subject matter  contained  herein.  All other terms, and all
     conditions  and  warranties  whether  express  or  implied,   statutory  or
     otherwise,    and   all    representations,    statements,    negotiations,
     understandings and undertakings either written or oral made before or after
     the date of any Specific Agreement are excluded and superseded except where
     they appear herein or in any Specific Agreement or are specifically  agreed
     after  the date of any  Specific  Agreement  in  writing  by an  Authorised
     Representative  from both Parties or are implied and the exclusion of which
     is not permitted by Law. The Parties acknowledge that no reliance is placed
     on any representations made but not embodied in the Contract.
2.4  No  estimate  or  budgetary  quotation  which is given to the  Customer  in
     connection  with the supply of Services or Products  shall be  construed as
     part of these Terms unless  specifically  incorporated  in writing into the
     Contract.  Any estimate or budgetary quotation shall not be deemed open for
     acceptance by the Customer.
2.5  Cap Gemini may at any time request a Cap Gemini Company to act as its agent
     in the  performance  of any Specific  Agreement and such Cap Gemini Company
     shall  have  authority  to sign any  Specific  Agreement  as agent  for Cap
     Gemini.
3.   LIABILITY AND INDEMNITY
3.1  This Clause 3 prevails over all other clauses in the Contract.
3.2  Neither Party excludes or limits its liability to the other Party for death
     or   personal   injury   caused   by   its   negligence,    or   fraudulent
     misrepresentation.
3.3  The  aggregate  liability  of either  Party in respect of loss or damage to
     tangible  property of the other Party  caused by its  negligence  shall not
     exceed five million pounds ((pound)5,000,000).
3.4  Except as provided in Clauses 3.2 and 3.3,  the  liability  of either Party
     for a claim made by the other  Party in respect of loss or damage  suffered
     by that  Party  flowing  from any one event or series of  connected  events
     shall not exceed the higher of (a) the total  payments made by the Customer
     under  the  relevant  Specific   Agreement(s)  during  the  two  (2)  years
     immediately  prior to written  notification of the claim, or (b) the sum of
     five hundred  thousand  pounds  ((pound)500,000),  however  that  liability
     arises   including   (without   limitation)   breach  of  contract,   tort,
     misrepresentation or breach of statutory duty.
3.5  Except as  provided  in Clauses  3.2 and 3.3,  where the  Parties  have not
     signed a  Specific  Agreement  but Cap  Gemini  has  supplied  Products  or
     Services under these Terms,  the liability of either Party for a claim made
     by the other  Party in  respect  of loss or damage  suffered  by that Party
     flowing from any one event or series of  connected  events shall not exceed
     five hundred thousand pounds ((pound)500,000) however that liability arises
     including (without limitation) breach of contract, tort,  misrepresentation
     or breach of statutory duty.
3.6  Neither  Party  shall be liable to the other  Party for any loss of profit,
     production,  anticipated savings, goodwill or business opportunities or any
     type of  indirect,  economic  or  consequential  loss  even if that loss or
     damage  was  reasonably   foreseeable  or  that  Party  was  aware  of  the
     possibility of that loss or damage arising.
4.   CONFIDENTIALITY
4.1  The Parties agree to treat in confidence the other's data documentation and
     information which is marked  confidential or which is by its nature clearly
     confidential ("Confidential Information"). The Parties further agree not to
     disclose any  Confidential  Information  to any other person other than its
     own  employees  under  conditions of  confidentiality  and then only to the
     extent  required for proper  implementation  and utilisation and the proper
     performance of any Specific Agreement.  If Cap Gemini appoints a Cap Gemini
     Company  to supply  Services  or  Products  Cap Gemini  may  disclose  such
     Confidential  Information  to that  company  to  enable  it to  supply  any
     Services or Products under the same conditions of confidentiality.  Nothing
     shall prevent Cap Gemini from using the  knowledge  and know-how  gained in
     providing  the Services in any  combination  or  permutation  for any other
     purpose.
4.2  Nothing  contained  herein shall be  construed to impose a  confidentiality
     obligation on a Party in respect of:-
     (a) any matter  appearing  in public  literature  or  otherwise  within the
         public  domain  unless the  information  is in the  public  domain as a
         result of a breach of this Agreement or any Specific  Agreement by that
         Party; or
     (b) any  information  or  knowledge   possessed  by  that  Party  prior  to
         disclosure to it by the other or rightfully acquired from sources other
         than the other Party; or
     (c) any  information  or  knowledge  acquired  in a bona fide arm's  length
         transaction by the Party making the disclosure.
4.3  Upon  any  termination  of  this  Contract,  each  Party  shall  cause  all
     Confidential Information belonging to the other Party in whatever medium it
     is recorded or held to be returned,  deleted or destroyed  according to the
     written instructions of the other Party.
4.4  Cap Gemini reserves the right to sub-contract all or any part of its rights
     and  obligations  under these Terms or any Specific  Agreement and any such
     sub-contractor  may  be  passed  such  confidential  information  as may be
     necessary  for such  purpose.  For the  avoidance  of doubt Cap Gemini will
     ensure  that  any  such   sub-contractor  will  be  bound  to  confidential
     undertakings provisioned no less onerous as stated herein.
4.5  The provisions of this Clause 4 shall continue after the termination of the
     Contract.
5.   INTELLECTUAL PROPERTY RIGHTS
5.1  The Customer  acknowledges that it owns no copyright or other  intellectual
     property  rights  in any of the  Products  including  but  not  limited  to
     copyright  in  documentation  and  programs  in either  eye-readable  or in
     machine-readable form.

5.2  The Customer shall not delete proprietary information or trade mark notices
     if any appearing on any  documentation  supplied to it by Cap Gemini at any
     time.  Further,  the Customer will ensure that all copies of  documentation
     made by it under the  provisions  hereof or any  Specific  Agreement  shall
     carry a copyright notice in a form approved by Cap Gemini.
5.3  The Customer  undertakes  that it shall ensure that its employees  will not
     make copies in whole or in part of any Products or of any know-how relating
     thereto  or  any  other  material  provided  or  in  any  way  obtained  in
     eye-readable form except for the Customer's own use whether supplied before
     on or after the date of any Specific Agreement and ownership of such copies
     shall vest in Cap Gemini.

                                                                     Page 5 of 2
<PAGE>
                                                    GENERAL TERMS AND CONDITIONS

6.   PRICES, FEES AND PAYMENT
6.1  The  prices or fees  chargeable  by Cap  Gemini in respect of the supply of
     Services  or  Products  are  calculated  with  specific  reference  to  the
     obligations  undertaken  and  warranties  and  representations  made by Cap
     Gemini.
6.2  Payment  of  invoices  shall be made  within  twenty  one (21)  days of the
     invoice date.  Cap Gemini shall have the right to charge  interest from the
     invoice date on overdue  invoices  without further notice at a rate of four
     (4) per cent per annum over the base rate of Midland  Bank plc for the time
     being in force.
6.3  Amounts  payable by the Customer are exclusive of value added tax and other
     taxes duties levies or other deductions or withholdings. The Customer shall
     be obliged  to pay in  accordance  with  Clause 6.2 above any such taxes or
     other amounts notified to it by Cap Gemini.
7.   CUSTOMER OBLIGATIONS
7.1  Wherever  required in respect of the supply of  Services  or  Products  the
     Customer   shall   provide  Cap  Gemini   staff,   employees,   agents  and
     sub-contractors  with  such  accommodation  computer  resources  and  other
     facilities as may be necessary, during and outside normal office hours, for
     such staff, employees, agents and sub-contractors to supply the Services or
     Products.  The  accommodation  shall be suitably equipped and shall provide
     facilities for making and receiving  telephone calls to and from Cap Gemini
     in private.
7.2  Support  services to be provided by Cap Gemini,  including  but not limited
     to,  project   management,   planning  and  review,   preparation  of  user
     documentation and computer installation and operation shall be as agreed in
     writing.  Any support services not so agreed upon shall be furnished by the
     Customer.
7.3  The Customer shall advise Cap Gemini of all rules and regulations  relating
     to the conduct of the Customer's  employees and of specific  regulations or
     practices  which Cap  Gemini  personnel  should  comply  with.  Cap  Gemini
     personnel  shall use  reasonable  endeavourS  to comply with such rules and
     regulations  whenever  they are on the  Customer's  premises.  The Customer
     shall take all  reasonable  precautions  to ensure the health and safety of
     Cap Gemini staff,  employees,  agents and sub-contractors while they are on
     the Customer's premises.
7.4  The Customer shall give prompt attention to any matter raised by Cap Gemini
     relating to the obligations of the Customer under this Clause.
8.   PERSONNEL
     Without in any way  restricting  the right of an employee  freely to accept
     employment and change employment if either Party induces an employee of the
     other  Party to enter its  service  at any time  during  the  supply of the
     Services or Products then that Party shall pay to the other an amount being
     equivalent to the employee's  net annual salary in recognition  only of the
     disruption that such inducement would cause to the efficient conduct of the
     other Party's business.
9.   TERMINATION
9.1  Cap Gemini shall be entitled by notice in writing,  without prejudicing any
     rights contained herein or accrued hereunder or under a Specific Agreement,
     to terminate  forthwith any provision of the Services or supply of Products
     if any invoice raised by Cap Gemini is still  outstanding after thirty (30)
     days and the Customer continues to be in default for thirty (30) days after
     written notice of default has been given to it by Cap Gemini.
9.2  Without  prejudicing any rights hereunder either Party shall be entitled to
     terminate  forthwith any provision of the Services or supply of Products by
     notice in writing:-
     (a) if the other  Party  has  committed  a  material  breach or  persistent
         breaches of these Terms or any Specific  Agreement and  continues  such
         default  for thirty  (30) days after  written  notice has been given to
         such  Party  with a request  that such  material  breach or  persistent
         breaches are rectified and no such rectification takes place; or
     (b) upon the other Party passing a resolution  for winding up (save for the
         purpose of amalgamation or reconstruction  and where the amalgamated or
         reconstructed  company agrees to adhere to these Terms and any Specific
         Agreement)  or  suffering a  winding-up  order being made against it or
         going into administration; or
     (c) if  a  receiver  or   administrative   receiver  is   appointed  or  an
         encumbrancer takes possession of the undertaking or assets (or any part
         thereof) of the other Party; or
     (d) if the other  Party is unable to pay its debt  (within  the  meaning of
         Section 123 of the Insolvency Act 1986 or any statutory re-enactment or
         modification  thereof) or ceases to or  threatens to cease to carry out
         its business or enters into a composition with its creditors; or
     (e) within six (6) months of distress or execution being levied against any
         property of the other Party.
10.  FORCE MAJEURE
10.1 Neither  Party will be liable for delay in  performing  obligations  or for
     failure  to  perform  obligations  if the delay or  failure  resulted  from
     circumstances  beyond its reasonable  control including but not limited to,
     act of God or governmental act, flood,  fire,  explosion,  accident,  civil
     commotion,   industrial   dispute,   or  transportation  or  communications
     problems, or impossibility of obtaining materials.
10.2 Each Party agrees to give written notice as soon as reasonably  possible to
     the other on  becoming  aware of an event of force  majeure and such notice
     shall  contain  details of the  circumstances  giving  rise to the event of
     force majeure.
11.  NOTICE
11.1 Any notice given under this  Agreement must be given in writing and sent or
     delivered  by hand,  post,  or  facsimile to the other Party at the address
     stated in the Agreement (or any other address  notified for this purpose by
     that Party) provided that any;
     (a) notice  delivered  by hand  shall be  deemed to have  been  given  when
         deposited at the appropriate address;
     (b) notice sent by post shall be deemed to have been given forty eight (48)
         hours  after  a  first  class  registered   letter  is  posted  to  the
         appropriate address; and
     (c) notice  sent by  facsimile  shall  be  deemed  to have  been  given  on
         transmission  to the  correct  number,  provided  that  such  notice is
         confirmed within forty eight (48) hours as in a) or b) above.
12.  GENERAL
12.1 No failure,  delay or  indulgence on the part of either Party in exercising
     any power or right under this  Contract  shall  operate as a waiver of such
     power or right.
12.2 No single or partial  exercise of any power or right by either  Party shall
     preclude any other or further exercise thereof or the exercise of any other
     such power or right under this Contract.
12.3 If any  provision  of this  Contract  shall be held by a court of competent
     jurisdiction  to be invalid or voidable such provision  shall be struck out
     and the remainder thereof shall stand in full force and effect.
12.4 The Customer shall fully  indemnify and hold Cap Gemini harmless in respect
     of any claims by third parties which are caused by or arise from any act or
     omission of Cap Gemini or of any employee,  agent or sub-contractor carried
     out pursuant to instructions of the Customer.
12.5 In the event of there being any  deficiency  in the supply by Cap Gemini of
     any  Services or Products  Cap Gemini shall always be afforded a reasonable
     opportunity to correct such deficiency.
12.6 Neither party may assign this Contract or any of its rights and obligations
     hereunder  without the prior  written  consent of the other  provided  that
     neither party shall require consent for assignment  within its own group of
     companies  (for the  avoidance  of  doubt  group of  companies  shall  mean
     subsidiary companies as defined by section 736 of the Companies act 1980).
12.7 Clause  headings are inserted for  convenience  of reference only and shall
     have no effect in interpreting these Terms or any Specific Agreement.
12.8 A reference to a clause or a schedule in any Specific  Agreement shall mean
     a  reference  to a clause in or a  schedule  set out within  that  Specific
     Agreement unless it is stated to the contrary.
12.9 Any publicity to be issued in connection with this Contract  (including any
     dispute arising) shall only be issued subject to prior written consent from
     the Parties, such consent shall not be unreasonably withheld.


                                                                     Page 6 of 2
<PAGE>
                                                    GENERAL TERMS AND CONDITIONS



12.10 In the event of  frustration of this Contract each Party shall be relieved
      of the requirement to perform  obligations as from the date of frustration
      and the  Customer  shall be obliged to pay Cap Gemini all sums already due
      and payable as at the date of  frustration  together  with payment for all
      work  done  and all  expenses  incurred  by Cap  Gemini  up to the date of
      frustration  whether  or not  payment  would  otherwise  have been due and
      payable as at that date.
12.11 No  alteration  or addition to these Terms shall be valid unless agreed in
      writing by the Authorised Representatives.
12.12 Where the Customer  issues a purchase order to Cap Gemini  relating to the
      Services or Products, the Customer agrees that unless otherwise agreed the
      terms of such purchase order shall not apply and such purchase order shall
      be accepted by Cap Gemini for the sole purpose of referencing invoices.
12.13 This  Contract  shall be governed by English law. The Parties will seek to
      resolve disputes between them by an Alternative Dispute Resolution ("ADR")
      technique  recommended by the Centre for Dispute Resolution  ("CEDR").  If
      the Parties fail to settle the dispute  within thirty (30) days  following
      their  agreement to involve CEDR or either Party refuses to submit to ADR,
      the dispute  shall be referred to the  non-exclusive  jurisdiction  of the
      English courts.


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