Exhibits


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                                  Exhibit 4.19

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          DATED....................16 January..........................2003








                                  EBOOKERS PLC

                                      - and

                                  TANI DHAMIJA
















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                                SERVICE AGREEMENT

          -------------------------------------------------------------



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DATED..............16 January...............2003



PARTIES:

1.   BOOKERS PLC, (registered no: 3818962) whose registered office is at 25
     Farringdon Street, London, EC4A 4AB.

2.   TANI DHAMIJA of 85 Carlisle Mansions, Carlisle Place, London SWlP 1HZ ("the
     Executive").


OPERATIVE PROVISIONS:

1.   INTERPRETATION

1.1  The headings and marginal headings to the clauses are for convenience only
     and have no legal effect.

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

1.3  In this Agreement:

"Associated Company"                        means any company in which the
                                            Company or any company in the Group
                                            is the holder of not less than 50
                                            percent of the equity share capital
                                            or to which the Company or any
                                            company in the Group renders
                                            substantial managerial
                                            administrative or technical
                                            services;

"the Board"                                 means the Board of Directors of the
                                            Company and includes any committee
                                            of the Board duly appointed by it;

"the Business"                              means the business of selling travel
                                            (which includes, without limitation
                                            air, sea or surface travel, car
                                            hire, cruises, package holidays,
                                            insurance and cargo) on the Internet
                                            and new media;

"the Employment"                            means the employment governed by
                                            this Agreement;

"Holding Company"                           has the same meaning as in Section
                                            736 and 736A of the Companies Act
                                            1985 as amended by the Companies Act
                                            1989;
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"Group Company"                             means any Holding Company of the
                                            Company and any Subsidiary Company
                                            or Associated Companies of the
                                            Company from time to time;

"the Group"                                 means the Company and any Holding
                                            Company of the Company and any
                                            Subsidiary Company or Associated
                                            Companies of the Company from time
                                            to time;

"the Rules"                                 means US Federal securities law or
                                            rules and regulations of any
                                            automatic quotation system or stock
                                            exchange on which the shares of the
                                            Company are quoted or listed
                                            including the rules of the London
                                            Stock Exchange Limited;

"Subsidiary Company"                        has the same meaning as in Section
                                            736 and 736A of the Companies Act
                                            1985 as amended by the Companies Act
                                            1989;

"the Termination Date"                      the date of termination of the
                                            Employment.


2.   APPOINTMENT AND DURATION

     2.1  With effect from the Commencement Date the Company appoints the
          Executive and the Executive agrees to act as an Executive Director.
          The Executive accepts that the Company may at its discretion require
          her to perform other duties or tasks not within the scope of her
          normal duties but of equivalent status.

     2.2  The date of commencement of the Employment is 1st August 2001 ("the ,>
          Commencement Date").

     2.3  The date of commencement of the Executive's continuous employment with
          the Company is September 1980.

     2.4  Subject to Clause 14 hereto the Company shall employ the Executive and
          the Executive shall serve the Company as from the Commencement Date
          unless and until determined by either party giving to the other on or
          at any time after the Commencement Date not less than 6 months'
          written notice of termination.

     2.5  The Executive warrants that by virtue of entering into this Agreement
          or any other agreements or arrangements made or to be made between the
          Company or any Group Company and her, the Executive will not be in
          breach of any express or implied terms of any contract with or of any
          other obligation to any third party binding upon her.

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3.   DUTIES OF THE EXECUTIVE

     3.1  The Executive shall at all times during the period of this Agreement:


          3.1.1  devote substantially so much of her time attention and ability
                 as is reasonably required to the Employment;

          3.1.2  faithfully and diligently perform those duties and exercise
                 such powers consistent with them which are from time to time
                 assigned to or vested in her;

          3.1.3  obey all lawful and reasonable directions of the Board;

          3.1.4  use her reasonable endeavours to promote the interests of the
                 Company its Group, Associated or Subsidiary Companies;

          3.1.5  keep the Board promptly and fully informed (in writing if so
                 requested) of her conduct of the business or affairs of the
                 Company and the Group, Associated and Subsidiary Companies and
                 provide such explanations as the Board may require;

          3.1.6  not at any time knowingly make any untrue or misleading
                 statement relating to the Company or a Group, Associated or
                 Subsidiary Company.


4.   PLACE OF WORK AND RESIDENCE

     The Executive shall perform her duties hereunder at the offices of the
     Company and/or such other places of business of the Company or of any
     Group Company as the Company reasonably requires whether inside or outside
     the United Kingdom.

5.   HOURS OF WORK

     5.1  The normal hours of work of the Company are 40 hours per week (Monday
          to Friday) from 9.00 am to 6.00pm inclusive of one hour for lunch
          daily and the Executive shall work such additional hours as are
          necessary for the proper performance of her duties without additional
          remuneration.

     5.2  The Executive agrees that the provisions of the Working Time
          Regulations 1998 shall not apply to the Employment hereunder unless
          and until the Executive terminates such agreement by providing three
          months' prior written notice to the Company.

6.   PAY

     6.1  During the Employment the Company shall pay to the Executive a salary
          at the rate of (pound)220,000 per year which shall accrue from day to
          day and be payable by equal ! monthly instalments in arrears on the
          last working day of each calendar month or on the first working day
          thereafter. The salary shall be deemed to include any fees receivable
          by the Executive as a Director of the Company, or of any other company
          or unincorporated body in which she holds office as nominee or
          representative of the Company, if any.

     6.2  The Executive's salary shall be reviewed by the Remuneration Committee
          annually and the rate of remuneration may be increased by the
          Remuneration Committee with effect from that date by such amount if
          any as it shall think fit.

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7.   BONUS

     The Executive shall be entitled to receive a bonus payable quarterly in
     arrears, based on the achievement of corporate and personal objectives
     for the year in accordance with the guidelines determined by the
     Remuneration Committee from time to time. The bonus achievable shall equal
     at least 40% of the Executive's salary (i.e., 10% payable in respect of
     each quarter).

8.   PENSION

     The Company does not operate a Company Pension Scheme and there is no
     contracting-out certificate in force in respect of the Employment.

9.   INSURANCE BENEFITS

9.1  The Executive shall be entitled to participate at the Company's expense in
     the company's private medical expenses insurance scheme (if any), subject
     always to the rules of such scheme in force from time to time details of
     which are available from the Company.

9.2  The Company shall pay all premium and do all other things necessary to
     provide directors' and officers' insurance in relation to the Employment
     and to the Executive's directorships.

10.  EXPENSES

     The Company shall reimburse to the Executive all travel expenses (for the
     avoidance of doubt the Executive shall travel in first, business or club
     class travel, as appropriate), premier hotel, entertainment and other
     expenses reasonably incurred by her in the proper performance of her duties
     subject to the Executive complying with such guidelines and regulations
     issued by the Company from time to time in this respect and to the
     production to the Company of such vouchers or other evidence of actual
     payment of the expenses as the Company may reasonably require.

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11.  HOLIDAY

     11.1  The Company operates a holiday scheme, which runs from 1 January - 31
           December. The Executive is entitled to 30 days annual holiday each
           year in addition to the normal statutory Bank Holidays. Holiday
           entitlement will accrue from day to day.

     11.2  On the termination of the Employment for whatever reason, the
           Executive shall either be entitled to pay in lieu of any outstanding
           holiday entitlement or be required to repay to the Company any salary
           received for holiday taken in excess of her proportionate
           entitlement.

12.  SHARE OPTIONS

     The Executive will be eligible to join any and all executive share option
     schemes operated by the Company, subject to and in accordance with the
     rules of those schemes.

13.  INCAPACITY

     13.1  If the Executive shall be prevented by illness (including mental
           disorder) injury or other incapacity from properly performing her
           duties hereunder she shall report this fact forthwith to the
           designated Company representative and if the Executive is so
           prevented for seven or more consecutive days she shall provide a
           medical practitioner's statement on the eighth day and weekly
           thereafter so that the whole period of incapacity is certified by
           such statements. Immediately following her return to work after a
           period of absence due to incapacity the Executive shall complete a
           self-certification form available from the Company detailing the
           reason for her absence.

     13.2  If the Executive shall be absent from her duties hereunder due to
           illness (including mental disorder) accident or other incapacity duly
           certified in accordance with the provisions of sub-clause 13.1
           hereof, she shall be paid (subject to any entitlement she may have to
           benefit under the Company's permanent health insurance scheme
           referred to in clause 9.1 above) her full remuneration hereunder
           (including bonus and commission, if any) for up to 270 days' absence
           whether or not consecutive in any period of 12 consecutive months and
           thereafter such remuneration, if any, as the Board shall determine
           from time to time provided that such remuneration shall be inclusive
           of any Statutory Sick Pay to which the Executive is entitled and any
           Social Security Sickness Benefit or any other benefits recoverable by
           the Executive (whether or not recovered) may be deducted therefrom.

     13.3  If the illness, accident or other incapacity of the Executive shall
           be or appear to be occasioned by actionable negligence of a third
           party in respect of which damages are or may be recoverable, the
           Executive shall immediately notify the Company of that fact and of
           any claim, compromise, settlement or judgment made or awarded in
           connection with it and shall give to the Company all particulars the
           Company may reasonably require and shall if required by the Company
           refund to the Company that part of any damages recovered relating to
           loss of earnings for the period of incapacity as the Company may
           reasonably require provided that the amount to be refunded shall not
           exceed the amount of damages or compensation recovered by her less
           any costs borne by the Executive in connection with the recovery of
           such damages or compensation and shall not exceed the total
           remuneration paid to her by way of salary in respect of the period of
           absence.

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     13.4  For Statutory Sick Pay purposes the Executive's qualifying days shall
           be her normal working days.

     13.5  At any time during the period of her appointment, the Executive shall
           at the request and expense of the Company permit herself to be
           examined by a registered medical practitioner to be selected by the
           Company and shall authorise such medical practitioner to disclose to
           and discuss with the Company's medical adviser the results of such
           examination and any matters which arise from it in order that the
           Company's medical adviser can notify the Company of any matters
           which, in his opinion, might hinder or prevent the Executive (if
           during a period of incapacity) from returning to work for any period
           or (in other circumstances) from properly performing any duties of
           her appointment at any time.

14.      TERMINATION OF AGREEMENT

         14.1     Automatic termination

This Agreement shall automatically terminate:

         14.1.1   On the Executive reaching the age of 65; or

         14.1.2   If the Executive becomes prohibited by law from being a
                  director; or

         14.1.3   If she resigns her office of director; or

         14.1.4   If the office of director of the Company held by the Executive
                  is vacated pursuant to the Company's Articles of Association
                  save if the vacation shall be caused by illness (including
                  mental disorder or injury).

         14.2     Suspension

         In order to investigate a complaint of misconduct against the Executive
         the Company is entitled to suspend the Executive on full pay and
         benefits for up to 5 working days to carry out a proper investigation
         and hold a disciplinary hearing.

14.3     Immediate Dismissal

The Company may by notice terminate this Agreement with immediate effect if the
Executive:
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         14.3.1   commits any act of gross misconduct or repeats or continues
                  (after written warning) any other material breach of her
                  obligations under this Agreement; or

         14.3.2   is guilty of any conduct which in the reasonable opinion of
                  the Board brings her, the Company or any Group Company into
                  serious disrepute; or

         14.3.3   is convicted of any criminal offence punishable with 6 months'
                  or more imprisonment (excluding an offence under road traffic
                  legislation in the United Kingdom or elsewhere for which she
                  is not sentenced to any term of imprisonment whether immediate
                  or suspended); or

          14.3.4 commits any act of gross dishonesty whether relating to the
                 Company, any Group Company, any of its or their Executives or
                 otherwise; or

         14.3.5   becomes bankrupt or makes any arrangement or composition with
                  her creditors generally: or

         14.3.6   is wholly incapable of performing her duties under this
                  Agreement.

14.4     Dismissal on Short Notice

The Company may terminate this Agreement as follows:

         14.4.1   without prejudice to clause 13.2 by not less than 6 months
                  prior written notice given at any time while the Executive is
                  incapacitated by ill-health or accident from performing her
                  duties under this Agreement and has been so incapacitated for
                  a period or periods aggregating six calendar months in the
                  preceding 12 months, provided that the Company shall withdraw
                  any such notice if during the currency of the notice the
                  Executive returns to full time duties under this Agreement and
                  provides a medical practitioner's certificate satisfactory to
                  the Board to the effect that she has fully recovered her
                  health and that no recurrence of her illness or incapacity can
                  reasonably be anticipated.

14.4.2   By not less than one month's prior notice if the Executive has been
         offered but has refused to agree to the transfer of this Agreement by
         way of novation to a person, firm or company which has acquired or
         agreed to acquire the whole or substantially the whole of any
         undertaking (as defined in the Transfer of Undertakings (Protection of
         Employment) Regulations 1981 (as amended) in which she is employed to
         any extent.

14.5     Pay in Lieu

On serving notice for any reason to terminate this Agreement or at any time
thereafter during the currency of such notice the Company shall be entitled in
its sole discretion to pay to the Executive her salary (at the rate then payable
under clause 6 hereof) and benefits for the unexpired portion of the Employment
or entitlement notice as may be the case. Any such payment in lieu of notice
payable in the United Kingdom shall as appropriate in accordance with Clause 6.1
have PA YE income tax and Class 1 National Insurance Contributions deducted at
source. The provisions of this clause shall be effective when the Company serves
notice and specifically states in that notice that in giving such notice the
provisions of this clause shall apply.

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14.6     Garden Leave

If the Company requires the Executive to continue to carry out her duties under
this agreement after notice has been given by the Company, by the Executive or
in circumstances where the Executive fails to give notice, the Company will not,
for a maximum period of 3 months for any outstanding period of notice be obliged
to provide the Executive with work or to assign her any duties and at the
Company's discretion it will require her to comply with such reasonable
conditions that it will specify in relation to her attending at, or remaining
away, from the Company's offices. If required to stay away from the Company's
offices, the Executive will remain an Executive will remain an Executive of the
Company and receive her full salary and benefits. During such period the
Executive will remain bound by her obligations to the Company and therefore she
must not in any way, whether directly or indirectly act in breach of the
restrictions contained in Clause 21 hereof in order to compete with the Company
or any Group, Associated or Subsidiary Company.

14.7     Miscellaneous

On the termination of this Agreement for whatever reason, the Executive shall at
the request of the Company resign (without prejudice to any claims which the
Executive may have against any company arising out of this Agreement or the
termination thereof from all and any offices which she may hold as a Director of
the Company and from all other appointments or offices which she may hold as
nominee or representative of the Company and if she should fail to do so within
seven days the Company is hereby irrevocably authorised to appoint some person
in her name to act as her attorney and on her behalf to sign any documents or do
any things necessary or requisite to effect such resignations) and/or
transfer(s).

15.      DEALINGS IN SECURITIES

In accordance with the Rules (a copy of which is held, buy the Company and is
available for inspection) the Executive undertakes that:

15.1     She will observe and comply at all times with the Rules.

15.2     She will not deal in any securities of the Company (namely shares or
         debentures (whether or not secured) or warrants or options to subscribe
         for any shares or debentures) unless prior notice of such proposed
         dealings has been given to the Company and prior clearance has been
         received by the Executive;

15.3     During the periods of two months immediately preceding the
         announcements of the Company's annual results and during the period of
         one month immediately preceding the announcements of the Company's
         half-yearly and quarterly results together with dividends and
         distributions to be paid or passed she will not purchase any such
         securities of the Company nor will she sell any such securities unless
         the circumstances are exceptional and the prior consent of the Board
         has been obtained;

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15.4     She will use her best endeavours to avoid any dealings by her spouse or
         on behalf of any infant child and any other dealings in which for the
         purposes of the Companies Act 1985 she is or is to be treated as
         interested at a time when she herself is not free to deal on the basis
         that the Rules are to be regarded as equally applicable to any dealings
         by her spouse or on behalf of any child and any other dealings in which
         for the purposes of the Companies Act 1985 she is or is to be treated
         as interested.

16.      COPYRIGHT, INVENTIONS AND PATENTS

16.1     This clause is subject to the provisions of the Patents Act 1977 and
         the Copyright Design and Patents Act 1988.

16.2     The Executive acknowledges that she is under a special obligation to
         further the interests of the Company pursuant to section 39(1 )(b)
         Patents Act 1977.

16.3     The Executive must immediately give to the Company full details of any
         invention or other intellectual property which she makes or discovers,
         or participates in making or discovering, which relates to the business
         of the Company or could be used in it.

16.4     Any intellectual property referred to in Clause 16.3 is to belong to
         the Company.

16.5     At the Company's request and expense, the Executive must:

         16.5.1   supply all information, data, drawings and assistance
                  necessary to help the Company use the intellectual property
                  to its best advantage; and

         16.5.2   do everything necessary and desirable (including executing
                  documents) to obtain patent or other protection for the
                  intellectual property in those parts of the world specified by
                  the Company and to transfer these rights to the Company or to
                  whomsoever the Company directs.

16.6   The copyright in all records and documents made by the Executive in
       the course of her employment shall belong to the Company.

17.    COMPUTER SOFTWARE AND HARDWARE

17.1 The Company is a licensee and not the owner of some software and the
Executive is required to comply with the terms of the relevant licences (copies
of which are available to the Executive on request). Failure to do so or failure
to comply with any provision of this clause will constitute serious misconduct
on the Executive's part.

17.2     The Executive must not:

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         (i)      copy, reproduce, reverse compile, adapt or modify any software
                  owned, leased or licensed by or to the Company or any Group
                  Company (unless she is expressly authorised to do so by the
                  Company in writing); or

         (ii)     remove any software or data from the Company's premises
                  (unless she is expressly authorised to do so by the Company);
                  or

         (iii)    used on the Company's computer equipment any software other
                  than that which is owned or licensed to the Company and
                  approved by the Company as suitable for such use.

17.3     The Executive shall not use the Company's computer equipment or
         software unless it is in the course of and for the purpose of the
         Employment under this Agreement.

17.4     The Executive shall not use or access any information or data stored on
         the Company's computer equipment or any software owned, leased or
         licensed to the Company or any Group Company if such use or access is
         not in the course of and for the purpose of the Employment or if such
         use or access would breach her duty of confidence to the Company.

18.      CONFIDENTIALITY

18.1     The Executive shall not, at any time during the Employment (except so
         far as is necessary and proper in the course of the Employment) or at
         any time after the Termination Date divulge or make known to anyone or
         use for the benefit of herself or for the benefit of any other person,
         firm or company any of the secrets of the Company or any Group Company
         or any information of a confidential nature relating to any of the
         following (whether past, present or in the process of being compiled or
         made) and this shall be a non-exhaustive list:

         (i)      the Company's customers including (without limitation) names
                  and addresses of customers, prices paid by such customers to
                  the Company and such other terms of dealing with the Company;

         (ii)     the Company's software and computer equipment to include data
                  specifications, codes, designs, nowhow, and their operation;

         (iii)    the Company's consultants including (without limitation) names
                  and addresses of consultants and their terms of dealing with
                  the Company;

         (iv)     the Company's suppliers including (without limitation) names
                  and addresses of suppliers, prices paid by the Company to such
                  suppliers for material and any other terms of dealing with the
                  Company;

         (v)      The Company's current negotiations with customers, suppliers
                  and manufacturers;

         (vi)     the Company's proposed businesses;

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         (vii)    information as to the requirements of the Company's customers;

         (viii)   any information relating to the financial status,
                  profitability margins, customer profiles, manner of handling
                  orders, stock analysis or similar information;

           (ix)   any information relating to proposals, future projects or
                  joint ventures of the Company and any Group companies,

         provided that any restriction referred to above shall cease to apply to
         information which comes into the public domain after the date hereof
         other than by reason of the Executive's breach of this clause or any
         other duty of confidentiality.

18.2     It is a fundamental term of her employment that the Executive will
         treat all information as strictly confidential at all times, both
         during and after termination of the Employment and will not disclose or
         divulge the same or any part thereof to any person under any
         circumstances. The Executive acknowledges that breach of this term will
         cause the Company irreparable harm, that damages may prove an
         inadequate remedy and that a Court may therefore grant injunctive
         relief against her. The Executive further acknowledges that any breach
         of this term will constitute grounds for immediate dismissal.

19.      RETURN OF PROPERTY

19.1     All plans, designs, specifications, price lists of customers and
         correspondence papers, memoranda, notes, records and all copies of the
         foregoing (including such as may be contained in magnetic media or
         other forms of computer storage), video tapes, charge and credit cards
         which may come in the possession of the Executive or under her control
         and which relate in any way to the performance of her services
         hereunder or to the business of the Company or any Group Company
         (including business methods, know-how or marketing strategy or the
         identity or requirements or terms of dealing with its supplies or
         customers), shall at all times, be, and remain, the property of the
         Company or the relevant Group Company and its subsidiaries and the
         Executive shall not use the same or cause or permit any party
         whatsoever to use the same except for the benefit of the Company.

19.2     The Executive shall upon the termination of the Employment or at any
         time prior thereto at the request of the Company immediately deliver up
         to the Company all property referred to in clause 19.1 which may have
         come into her possession or under her control and shall not retain any
         copies.

19.3     Upon termination of the Employment howsoever arising any right the
         Executive has to use credit, bankers cheque or any other similar cards
         or documents or mobile phones on behalf of the Company shall
         automatically terminate. Such cards, mobile phones or documents shall
         be returned to the Company and the Executive shall reimburse the
         Company on demand for any loss it may suffer because of unauthorised
         use.

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20.      RECONSTRUCTION OR AMALGAMATION

         If the employment of the Executive under this Agreement is terminated
         by reason of the liquidation of the Company for the purpose of
         reconstruction or amalgamation and the Executive is offered employment
         with any concern or undertaking resulting from the reconstruction or
         amalgamation on terms and conditions not less favourable than the terms
         of this Agreement, then the Executive shall have no claim against the
         Company in respect of the termination of her employment under this
         Agreement.

21.      RESTRICTIONS AFTER END OF EMPLOYMENT

         In this clause:

         (i)      "Restricted Business" means the Business of the Company and
                  such other businesses of the Company and/or any Group Company
                  at the time of termination of the Executive's employment with
                  which she was involved to a material extent during the period
                  of 12 months ending on the Termination Date;

         (ii)     "Restricted Customer" means any firm, company or other person
                  who, during the period of 12 months ending on the Termination
                  Date was a customer of or in the habit of dealing with the
                  Company or any Group Company and with whom the Executive had
                  material dealings in the course of the Employment;

         (iii)    "Restricted Period" means 6 months from the Termination Date
                  provided that, if following the giving of notice by either
                  party to terminate the Executive's employment, the Executive
                  is required to remain at home on full salary and benefits but
                  without being provided with work, the period of time as stated
                  herein shall be reduced by the time that the Executive spends
                  at home on full salary and benefits without being provided
                  with work as detailed in clause 15.6;

         (iv)     "Restricted Supplier" means any firm, company or other person
                  who, during the period of 12 months ending on the Termination
                  Date was a supplier of goods or services or in the habit of
                  dealing with the Company or any Group Company including,
                  without prejudice to the generality of the foregoing,
                  airlines, travel agencies and tour operators, computing and
                  computing component providers, product manufacturers, computer
                  programmers, consultants, bankers and financial institutions
                  with whom the Executive had material dealings in the course of
                  the Employment; and

         (v)      "Restricted Executive" means any person who, at the
                  Termination Date was employed by the Company or any Group
                  Company and with whom the Executive had material dealings, who
                  could materially damage the interests of the Company or any
                  Group Company if she became employed in any business concern
                  in competition with any Restricted Business.
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21.1     The Executive shall not, for the Restricted Period, be engaged in or
         concerned in any business which is in competition with any Restricted
         Business. This shall not restrict her from being engaged or concerned
         in any business after the expiry of her notice period hereunder insofar
         as her duties or work shall relate solely to services or activities of
         a kind with which she was not concerned to a material extent during the
         period of 12 months ending in the Termination Date.

21.2     The Executive shall not, for the Restricted Period, solicit or
         endeavour to entice away from the Company or any Group Company the
         business or customer of a Restricted Customer with a view to providing
         goods or services to that Restricted Customer in competition with any
         Restricted Business.

21.3     The Executive shall not, for the Restricted Period, provide goods or
         services to or otherwise have any business dealings with any Restricted
         Customer in the course of any business concern which is in competition
         with any Restricted Business.

21.4     The Executive shall not, for the Restricted Period, interfere or seek
         to interfere with the dealings of the Company and/or any Group Company
         with any Restricted Customer or the terms relating to the dealings of
         the Company and/or any Group Company with any Restricted Customer.

21.5     The Executive shall not, for the Restricted Period, obtain goods or
         services from or otherwise have any business dealings with any
         Restricted Supplier in the course of any business concern which is in
         competition with any Restricted Business.

21.6     The Executive shall not, for the Restricted Period, interfere with the
         continuance of supply by or the terms relating to the dealings of the
         Company and/or any Group Company with any Restricted Supplier.

21.7     The Executive shall not, for the Restricted Period, in the course of
         any business concern which is in competition with any Restricted
         Business offer employment to or otherwise endeavour to entice away from
         the Company or any Group Company any Restricted Executive.

21.8     All prohibitions upon the Executive in this Clause 21 shall include
         acts of any company or business in which she is directly or indirectly
         engaged concerned or interested and shall also include acts done by her
         alone or jointly whether on her or any such companies' or business'
         account or for any other person, firm or company and whether as
         principal, controlling shareholder, partner, executive, agent,
         consultant, adviser or otherwise directly or indirectly.

21.9     The Executive hereby agrees and declares that if anyone or more or any
         part of the covenants contained in this clause shall be rendered or
         judged invalid or unenforceable by a Court of competent jurisdiction
         then such covenant, covenants or part of a covenant shall be deemed to
         be severed from this Agreement and such invalidity or enforceability
         shall not affect the validity or enforceability of the remaining
         covenants, covenants. or part of a covenant contained in this clause
         notwithstanding the fact that it appears in the same clause, sub-clause
         or sentence as any other covenant or is imposed by the introduction of
         a word or phrase conjunctively with or disjunctively from or
         alternatively to other words or phrases and the Executive hereby
         acknowledges that the above restrictive covenants are fair and
         reasonable in the circumstances for the protection of the goodwill of
         and/or the business of the Company.

<PAGE>

22.      NON-REPRESENTATION

         The Executive covenants with the Company that she will not at any time
         after the Termination Date either personally or by her agent directly
         or indirectly represent herself as being in any way connected with or
         interested in the Business of the Company.

23.      GENERAL

         23.1     Redress of grievance

                  If the Executive has any questions or grievances relating to
                  her employment she may seek redress orally or in writing from
                  the Board.

         23.2     Disciplinary Procedure

                  Any issue of a disciplinary nature in connection with the
                  Executive's employment will be referred to and considered by
                  the Board whose decision in relation to such issue will be
                  final.

         23.3     Proper Law

                  The validity construction and performance of this Agreement
                  shall be governed by English law.

         23.4     Acceptance of Jurisdiction

                  All disputes. claims or proceedings between the parties
                  relating to the valid construction or performance of this
                  Agreement shall be subject to the non-exclusive jurisdiction
                  of the High Court of Justice in England and Wales ("the High
                  Court") to which the parties irrevocably submit.

23.5     Notices

         Any notice to be given by a party under this Agreement must be in
         writing in the English language and must be given by delivery at or
         sending first class post or other faster postal service, or facsimile
         transmission or other means of telecommunication in permanent written
         form (provided the addressee has her own facilities for receiving such
         transmissions) to the last known postal address or relevant
         telecommunications number of the other party. Where notice is given by
         sending in a prescribed manner it shall be deemed to have been received
         when in the ordinary course of the means of transmission it would be
         received by the addressee. To prove the giving of a notice it shall be
         sufficient to show it was despatched. A notice shall have effect from
         the sooner of its actual or deemed receipt by the addressee.

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IN WITNESS whereof the Executive and the Company have executed this document as
a Deed the day and year first before written.

SIGNED AND DELIVERED AS A DEED

by the Executive

Tani Dhamija                    /s/__Tani Dhamija_______

In the presence of:

Jennifer Ang
One Silk Street
London
EC2Y 8HQ


EXECUTED AND DELIVERED AS A DEED

By the Company


Nigel Addison Smith             /s/__Nigel Addison Smith_______

In the presence of:

Jennifer Ang
One Silk Street
London
EC2Y 8HQ