EXHIBIT 10.20
                                 -------------


                                SERVICE CONTRACT
                                ----------------



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

BETWEEN:

(1)   EUROPEAN MICRO HOLDINGS INC. a company incorporated in the State of Nevada
      (United  States of America)  with the State of Nevada file no.  28914-1997
      and having its place of business at 6073 NW 167 Street,  Unit C-25, Miami,
      Florida 33015 United States of America (the "Employer")

(2)   MICHAEL CHARLES GESNER of c/o Arthur Andersen,  Corporate Service PTE Ltd,
      10  Hoe  Chiang  Road,  #  18-00  Keppel  Towers,  Singapore  089315  (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 Board"                  means  the Board of  Directors  of the
                                         Employer and  includes  any  committee
                                         of the Board duly convened by it

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

            "the Company"                Sunbelt (UK) Limited

            "EM Group Company"           means  the  Employer  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.

            "$"                          means  dollars of the United States of
                                         America


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            "the Sale Agreement"         means    a    contract     made    the
                                         day  of  October   1998   between  the
                                         Executive and European Micro Plc.

            "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  Employer  shall employ the  Executive  and the  Executive  agrees to act as
Managing  Director of the Asian  subsidiary  and as a Director of the Company or
any EM Group Company 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 the Employer 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



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

            (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.  Carry out his  primary  duties to  achieve  so far as he is able the
            targets set out in the Sale  Agreement  for the Asian  Subsidiary as
            defined therein.

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 the Company 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 the Company  unless  prevented by ill health
            from so doing  and with the  exception  of PC Wise  Inc.  shall  not
            during the Employment either on his own account or as the Company of
            others or otherwise  be engaged or  concerned in any business  other
            than that of the Company 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 the Company 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 the  Company  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 work in Singapore for a period of one year from
            the date hereof and thereafter in such place as may be agreed.

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.

12.   REMUNERATION

      12.1. During the Employment the Executive  shall receive as remuneration a
            basic  salary at the rate of  $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. In addition to the basic salary, the Executive shall receive a bonus
            at a rate of 0.5% of the level of purchases by any EM Group  Company
            for which the Executive is responsible of Non Nova Products. For the
            first six  months of this  Agreement,  the  Company  guarantees  the
            payment of $2,000 per month in bonuses to the Executive. All bonuses
            shall be payable monthly in arrears.  To be eligible for bonuses the
            Executive  must  still  be  in  service  and  not  under  notice  of
            termination.

      12.3. The  remuneration,  bonuses and allowances shall unless otherwise by
            agreement  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


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            with the  performance  of the  duties  delegated  to him under  this
            Agreement.

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

13.   ALLOWANCES

      13.1  During  the  employment  the  Executive   shall  receive  a  Housing
            Allowance  of $6,000  per month  for the first  four  months of this
            Agreement  and $4,000 per month for the  following  eight  months of
            this Agreement and thereafter for so long as he shall be required by
            the Board to reside in Singapore.

      13.2  In addition to the above,  the Executive  shall receive an Education
            Allowance  of up to  $28,000  per annum for so long as he shall have
            children in education in Singapore,  the Education Allowance payable
            shall not  exceed  $14,000  in  respect  of any one (1) child of the
            Executive.

      13.3  The Company shall pay for the air fares of the Executive  and/or his
            family up to $13,044  together  with the costs of one round trip for
            the Executive and his family to and from the United States or Europe
            per year.

14.   CAR

      14.1. The  Executive  shall receive a car allowance of $3,000 per month to
            provide a motor  vehicle  for his use in  performing  his duties The
            Executive shall maintain service tax and comprehensively  insure the
            car as  appropriate  and shall bear all running  expenses of the car
            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.

15.   EXPENSES

      15.1  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.

      15.2  The  Executive  shall be  entitled to claim his  reasonable  removal
            expenses  incurred  pursuant  to this  Agreement.  Up to $10,000 and
            shall be payable upon the  provision by the Executive of receipts in
            respect of such expenses.


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16.   PENSION AND OTHER BENEFITS

      16.1  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 his
            children, if any, during the term of this Agreement.

      16.2  The Company shall pay the Executive's current life assurance policy,
            such policy to continue  for two years,  the proceeds of such policy
            to be for the benefit of the Executive's  family or estate,  and the
            Company and the Executive shall take all necessary actions and enter
            into all necessary  documentation to ensure that such is the case so
            that the Company shall have no liability to make any payments  other
            than in respect of any proceeds of the said policy as received by it
            (and after making due  allowance for any liability to tax on any sum
            which the Company have so received).

      16.3  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.

17.   HOLIDAYS

      17.1. 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 the Company
            and such additional holidays as the Board shall approve.

      17.2. 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.

18.   SICKNESS OR INJURY

      18.1. The  Executive  agrees  that at any time  during  the  course of the
            Employment he shall at the request of the Employer submit himself to
            a medical examination by a registered medical practitioner nominated
            by the Employer. 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 Employer the
            findings.  All expenses associated with obtaining the report will be
            borne by the Employer.

      18.2. 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 Employer  provide the  Employer  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.



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      18.3. 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.

      18.4. The  Employer  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 Employer
            he is a non-contributory member.

      18.5. 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
            Employer   by  way  of   remuneration   shall  to  the  extent  that
            compensation is recoverable  from that third party  constitute loans
            by the Company to 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.

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

19.   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 Employer 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 the Employer 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 the  Employer  or any EM
                  Group Company;

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



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            (iii) the dealings or transactions or other business  affairs of the
                  Employer 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.

20.   INTELLECTUAL PROPERTY

      20.1. The  Executive  shall  forthwith  communicate  to  the  Employer  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").
      20.2. 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 the  Employer  or any EM Group  Company the
            following subclauses of this clause shall apply.

      20.3. 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
            Employer  and shall not be disclosed  to any other  person,  firm or
            company  without  the  consent  of  the  Employer  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 Employer and the Employer has derived outstanding
            benefit from such patent, the Executive may be entitled by virtue of
            s 40 of the Patents Act 1977.

      20.4. The Executive  shall if and when required by the Employer and at the
            expense of the  Employer 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 Employer 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.



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      20.5. 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.

21.   COPYRIGHT

The  Executive  shall  promptly  disclose  to the  Employer  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 Employer shall be the property of the Employer whether or not the
work was made by  direction  of the Company or was intended for the Employer and
the  copyright  in it and the rights in any design  shall belong to the Employer
and to the extent that such copyright or design rights are not otherwise  vested
in the Employer the Executive hereby assigns the same to the Employer.

22.   POST-TERMINATION OBLIGATIONS

      22.1. 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 the  Company or any EM
            Group  Company any  employee or director  employed by the Company 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 the Company or
            any EM Group  Company and with whom the  Executive  has dealt or had
            contact in the normal course of his duties.

      22.2. 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 the
            Company  solicit or  endeavour  to entice  away from the Company 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 the Company 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.

      22.3. 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
            the Company 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



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            customer of the Company 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.

      22.4. 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 the  Company 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 6 month period the  Employer  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.

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

      22.6. 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 the  Employer  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.

23.   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 Employer
or its authorized representative all keys, security passes, credit cards, plans,
statistics,  documents, records, papers, magnetic disks, tapes or other software


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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 the
Company or any EM Group Company and the Executive shall not, without the written
consent of the Company, retain any copies thereof.

24.   REMEDIES

It is expressly  agreed by the Executive and the Employer that the provisions of
clauses 17, 18, 19, 20 and 21 are  reasonable for purposes of preserving for the
Employer 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  Employer in order to protect the
Employer's rights. Such relief shall be in addition to any other relief to which
the Employer may be entitled at law or in equity.

25.   SUMMARY TERMINATION

In any of the  following  cases  the  Employer  may  terminate  the  Executive's
Employment  by written  notice taking effect on the date of its service in which
case the  Executive  shall  not be  entitled  to any  further  payment  from the
Employer 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  the  Company
                  otherwise than at the request of the Company

26.   NO RIGHT TO WORK

      26.1. The Employer  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



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<PAGE>



            period suspend the Executive from his Employment or exclude him from
            any premises of the  Employer.  Provided that during such period the
            Executive shall continue to receive salary and all other contractual
            benefits.

      26.2. 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.

27.   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.

28.   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 the  Company  and any EM  Group
Company and should he fail to do so the Company is hereby irrevocably authorized
to 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.

29.   RETIREMENT

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

30.   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.

31.   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.

32.   PRIOR AGREEMENTS

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


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33.   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.

34.   RECONSTRUCTION OR AMALGAMATION

If before the  termination of this Agreement the Employment  shall be determined
by reason of the  liquidation of the Company 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
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.

36.   Jurisdiction and Law

This  contract  shall be  construed  according to English law whose Courts shall
have non-exclusive jurisdictions.



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<PAGE>



                                   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 the Asian subsidiary and
      Director  of the  Company or any EM Group  Company on the terms set out in
      this Agreement

2.    The Executive's continuous period of employment with the Company commenced
      on the date  hereof  and is not  continuous  with any  previous  period of
      employment with any other Company.

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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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      )
Company                       )





Signed by the Executive       )     /s/ Michael Gesner
                              )
                              )





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