Exhibit
10.6


CONDITIONS  OF  EMPLOYMENT
--------------------------


This  contract of employment is made between the Employer and the Employee named
below.  It  also  constitutes  a  statement of written particulars of employment
required  pursuant  to  section  1  of  the  Employment  Rights  Act  1996.

DATE:                (6 February 2001)
EMPLOYER:            DA CONSULTING SERVICES LIMITED ('the Company')
REGISTERED OFFICE:   London
EXECUTIVE:           Malcolm  Wright  ('the Employee')

1.   COMMENCEMENT

1.1  The  Employee's  employment  with the Company commenced on (21 March 2000).

1.2  No  period  of  employment  with  a  previous  employer  counts  as part of
continuous  employment  with  the  Company.

2.   JOB  TITLE/DESCRIPTION

2.1  The job title of the Employee is Chief Operating Officer DACG . The Company
may require the Employee to carry out other such duties as are necessary to meet
business  needs.  The  Employee's  duties  shall  also  include  acting  in such
capacity  and  for such time or times as may be required for any customer of the
Company  or  any  of  its  subsidiary holding or other associated companies on a
secondment  basis.  During  such periods of secondment the Employee shall accept
all  reasonable  lawful  directions  and  restrictions  given  or imposed by the
subsidiary  holding  or  associated  company  or  customer.

3.   PLACE  OF  WORK

3.1 DACG's European head office is located in London, however the Employee shall
be  required to work at such other premises within the U.K. and Europe as may be
necessary to properly discharge his/her duties.  The Employee may be required to
work  abroad  for  periods in excess of one month and in these circumstances the
Employee's  terms  and  conditions  of  employment  will  remain  the  same.


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<PAGE>
4.   REMUNERATION

4.1  Remuneration  will  be  calculated  on  an annual salary basis.  The annual
salary  is  (British  pounds)  150,000,  or  such  other rate as is shown on the
Employee's  pay slip. Remuneration is paid monthly on the last day of each month
or  where  this  day  falls  on  a weekend or public holiday, the last preceding
working  day. The Employee shall work such overtime, as the Company from time to
time  thinks  necessary  according  to  the  needs  of  the  business.

4.2  The  Employee's  salary  shall  be  at least reviewed annually, without any
obligation  to  increase  it.

4.3  It is not Company policy to advance monies to employees on account of wages
to  be  earned.

4.4  The  Company  may at its sole and absolute discretion decide to introduce a
scheme  for  additional remuneration by way of bonus or profit sharing from time
to  time.  Any such provision shall be subject to variation or withdrawal at any
time  at  the  absolute  discretion  of  the  Company.

5.   HOURS  OF  WORK

5.1  Employees  are  expected  to  work  such  hours  as  are  from time to time
reasonably  required  by  the  Company  to fit in with the clients' requirements
subject  to  a  basic  minimum  of  40  hours  a  week.

5.2  By  signing this contract the Employee has agreed to opt out of the 48 hour
limit  and  does  not wish working time to be limited to less than an average 48
hours per week in accordance with the Working Time Regulations.  The Employee is
entitled to rescind the agreement to work in excess of a 48 hour average working
week  by  giving  the  Company two months' notice in writing at any point during
employment.


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<PAGE>
6.   HOLIDAYS

6.1  The  holiday  year  is  from  1st  January  to  31st  December.

6.2  Holiday  entitlement  is:

6.2.1  22  working days in any calendar year.  In the case of employees starting
or leaving after the commencement of the holiday year, their holiday entitlement
shall  be  calculated pro rata on a daily basis.  Any unused holiday entitlement
may  not be carried over to the following year without the prior written consent
of  the  Company.

6.2.2 8 days public holidays in any calendar year to be taken as far as possible
to  coincide  with  public  holidays  taken  by the clients of the Company.  Any
unused  public  holiday  may be carried forward and taken by the Employee in the
following  holiday  year at dates to be agreed with by the Company.  The rate of
pay for each public holiday is eight hours basic time.  Unpaid leave may only be
taken  with  specific  permission  from  the  Company.

6.3 The Employee shall be required to retain a sufficient number of holidays for
the  Company's  Christmas  shutdown.

6.4  Holidays  should not be taken unless the Employee has agreed the dates with
his/her  Line  Manager.  Other  than  in exceptional cases, no more than 10 days
holiday  may  be  taken  at  one  time.

6.5  Holiday  may be taken during the Employee's first 3 months with the company
with  the  permission  of  the  CEO.

6.6  On  termination  of  employment  the Employee shall (unless he/she has been
dismissed  on  grounds of gross misconduct) be entitled to pay in lieu of unused
holiday  entitlement.  Deductions shall be made from any final salary due to the
Employee  on  termination  of his/her employment if he/she has taken holidays in
excess  of  entitlement.

6.7  The Company reserves the right to require the Employee to work statutory or
other  public  holidays  in  which  event  the  Company  shall  at  its absolute
discretion  allocate  substitute  days  as holidays or make a payment in lieu of
holiday  entitlement.  For  the  purpose  of  this  clause, holiday pay shall be
according  to  the  Employee's  normal  basic  rate  of  remuneration.


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<PAGE>
6.8 Any Employee serving notice is not entitled to take any holiday (save public
holidays)  unless  the  Employee's manager agrees in advance that holiday may be
taken.  However at the Company's absolute discretion it may require the Employee
to  take  holiday that has already accrued or that will accrue during the notice
period  such  times  as  the  Company  may  require  during  the  notice period.

7.   SICKNESS

7.1  The  HR Director or the Employee's immediate supervisor must be informed as
soon  as  possible  of  any  absence  from  work  and  the  reasons  for  it.

7.2 On the fourth working day of absence due to sickness or injury a certificate
of  incapacity  for  work from a registered medical practitioner must be sent to
the  Company  and  a  further  certificate  of  disability  must be sent in each
following  week  of  absence.

7.3  Remuneration  at  the basic time rate (less any statutory sick pay or other
social  security  benefits  to  which  the  Employee  is entitled whether or not
claimed)  will  be  paid  for  a total period of ten days (whether continuous or
aggregated) in any consecutive period of 52 weeks.  Remuneration for any further
period  of  absence  shall  be  at  the  Company's  discretion.

7.4  Subject  to  the  provisions  of the Access to Medical Reports Act 1998, if
required  by the Company the Employee will authorise his/her own medical adviser
to  give  the  Company  any information which it reasonably requires relating to
his/her health and fitness for work and will attend for examination by any other
medical  adviser  appointed  by  the  Company.

8.   PENSION  SCHEME

8.1 DA will match contributions on a pound for pound basis up to 5% of total pay
(excluding  any equity or car allowances) to an Employee's personal pension with
the  Norwich  Union  or  other  agreed  institution.


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<PAGE>
9.   TERMINATION  OF  EMPLOYMENT

9.1  Subject  to  clause  9.5  below,  the following notice periods shall apply:

9.1.1  The  Employee  shall  give  the  Company  6  months  notice in writing to
terminate  his/her  employment.

9.1.2  The  Company  shall  give  the  Employee  6  months  notice in writing to
terminate  his/her  employment:

9.2  The  above notice period may be varied or waived with the mutual consent of
the  parties.

9.3  Notwithstanding  the provisions of clause 9.1 the Company shall be entitled
(but  not  obliged)  on  the service of notice by either party to terminate this
agreement  for  any  reason or at anytime thereafter during the currency of such
notice,  to  pay  the  Employee  his/her basic salary (at the rate payable under
clause 4.1 hereof and less appropriate tax and national insurance contributions)
in  lieu  of  the  whole  or  any  part  of  the  notice  period.

9.4  The  Company  is  entitled  to  terminate the Employee's employment without
notice  or  payment in lieu of notice and/or holiday entitlement in the event of
gross  misconduct.

9.5  The  first  six months of employment with the Company shall be treated as a
probationary  period.  During  this  period the Company is entitled to terminate
employment  at  four weeks notice; the Employee must also provide the four weeks
notice.

9.6  The  Company  retirement  age  is  65  and  the Employee's employment shall
automatically  terminate  on  attaining  that  age  without  entitlement  to
compensation  or  damages.


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<PAGE>
9.7  Notwithstanding  the  provisions  of  clauses  9.3  and  9.4  once  notice
termination  has  been  given by either the Employee or the Company, the Company
may  at  any  time  and for any periods require the Employee to cease performing
his/her  duties.  During  any  such period the Company shall continue to pay the
Employee's  salary  and  provide  all  other  benefits  to which the Employee is
entitled  under  this  Agreement but shall be under no obligation to provide any
work  for  the Employee.  The Company may also require the Employee to stay away
from  any  premises, employees, offices, customers, clients, agents or suppliers
of  the  Company  or  any  Group  Company.

10.  ACCEPTABLE  USE  POLICY

There  are various areas covered by the policy and all users of DACG assets must
familiarise  themselves  with  all  aspects  of  this  policy.

10.1     PC  USAGE

10.1.1     All  laptop  and  desktop PCs and the data and applications stored on
them  are  the  property  of  DACG.

10.1.2     It  is  the  responsibility of the employee using a PC to ensure that
all data is regularly backed up to a reliable backup medium e.g. disk, ZIP drive
or  the  central  server  H:\My  Docs  drive.

10.1.3     Whilst  using  a PC an employee must ensure that it is protected from
damage or access by any unauthorised party. If left unattended, the PC should be
protected  by  a  screen-saver  password  when  in  use.

10.1.4     An  employee must never divulge to a client or another employee their
network  logon id and password nor any application logon id or password e.g. SAP
logon,  as  this would compromise the security of the DACG networks and data and
the  data  of  our  clients.

10.1.5     Any  loss  of  data  or  hardware  will  be  a  matter for HR and the
employee's  direct  report.


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<PAGE>
10.1.6     Every  PC must have an asset management tag and any loss or damage to
this  tag  must  be  notified  at  once  to  the  IT  Support  e-mail  address
(.EMEA-ITSUPPORT)  or  telephone  number  +44  (0)207  767  2553.

10.1.7     Under  no  circumstances  may  any  data,  game,  program  or similar
information  be  installed  on  a  PC  without  the express written (e-mail will
suffice)  permission of the IT Support department. Every PC has a standard build
and  any  unauthorised  data,  game,  program  etc  will  be  removed  by the IT
department  and  HR  informed.

10.1.8     A  PC is a company asset and may be used only for company business in
the  service  of  company  clients  and  it is the responsibility of PC users to
ensure  that  the  PC  is  not  put  to  any  other,  personal  or illegal, use.

10.2     E-MAIL  USAGE

10.2.1     Every  e-mail  sent  by  an EMEA employee should contain the standard
EMEA  disclaimer  as  notified to the employee by IT Support. The disclaimer may
change  at  any time and when a new disclaimer is communicated to an employee it
is their responsibility to ensure that they replace the old version immediately.
No  customisation  or  change  to  the  disclaimer  is  permitted except for the
employee's  name  and  telephone number and the name part of the e-mail address.

10.2.2     E-mails  must  be brief and to the point and large attachments should
be  condensed  using  WINZIP.  The  network  is  busy  and must be kept free for
essential  data  e.g.  SAP.

10.2.3     Global  broadcasts must be kept to a minimum and permission to send a
message  to  the  whole  of  Europe  and/or Asia Pacific and/or Americas must be
obtained  from  an employee's direct report BEFORE it is sent. Global broadcasts
can  severely  restrict  the  performance  of  our  network.

10.2.4     Sending  and/or  forwarding  junk  e-mail,  'chain letter' e-mails or
'spam'  e-mails is not permitted. Employees should contact IT Support as soon as
they  receive  an  example  of this type of e-mail so that the IT department can
take  action  to  resolve  the  matter  as  soon  as  possible.


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<PAGE>
10.2.5     Collecting  e-mail  addresses  or any other data about others outside
DACG  without  their  consent  is  illegal under the provisions of the 1998 Data
Protection  Act.

10.2.6     E-mail content should be considered carefully before transmission and
MUST  contain  the  disclaimer  as  per  10.2.2  above.  The transmission of any
material which is slanderous, obscene, illegal, abusive, harassing, threatening,
false,  is  representative  of  DACG  policy  or  procedures  and/or  in any way
objectionable  is  not  permitted.
10.2.7     Using  another employee's logon id, creating a false id or forging an
id  to  send  an  e-mail  is  not  permitted.

10.2.8     Transmitting  e-mail  content,  which  would  infringe  the copyright
and/or  trademark  and/or  intellectual  property  of  a  third  party,  is  not
permitted.

10.2.9     Knowingly sending or forwarding e-mail which contains a virus, or any
associated  harmful  construct,  is  not  permitted  and  any  instance  of such
constructs  must  be  notified to IT Support immediately as a matter of urgency.

10.3     INTERNET  USAGE

10.3.1     When  not  connected  to  the  DACG  global  network via a direct LAN
connection
then  the Internet may be used, via dial-up, to connect to the DACG Intranet for
the  purposes  of  sending  and receiving e-mail and completing SAP time sheets.

10.3.2     Downloading  any  data,  programs,  files  etc  from web-sites on the
Internet  to  a  DACG  PC  is  strictly  forbidden.

10.3.3     Using  the  Internet  to access obscene, illegal or any material that
can be construed as objectionable to a DACG employee or any other third party is
strictly  forbidden. Any instance of corruption and/or the display of any of the
aforementioned  material  whilst  accessing  a valid site must be notified to IT
Support  immediately.

10.3.4     Use  of  the  Internet  and  the  World  Wide  Web for the purpose of
research  is permitted for DACG related projects and work exclusively. Searching
or  'surfing'  for personal purposes is not permitted unless permission has been
obtained  from  your  direct report, the connection of the PC to the Internet is
via  a  DACG  LAN connection and not via dial-up and the searching is being done
outside  of  the  employee's  normal  working  hours.


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<PAGE>
10.4     TELEPHONE  USAGE

10.4.1     International  or  national  telephone calls for personal reasons are
not  normally  permitted. Under certain circumstances, permission may be granted
but an employee must obtain permission from their direct report BEFORE a call is
made.
10.4.2     Making  abusive, threatening or obscene calls is illegal and will not
be  tolerated  by  DACG.

11.  DISCIPLINARY  PROCEDURE

11.1  Details  of  the Company's disciplinary procedure are set out in the staff
handbook.  The  Company's  disciplinary  procedure  is  not  intended  to  have
contractual  effect  and  is  subject  to  variation  both  in its terms and its
application  at the discretion of the Company.  Employees are entitled to appeal
against any disciplinary decision to the Manager nominated by the Manager taking
the  disciplinary  action  or,  failing nomination the Divisional Vice President
within  5  working  days  of  the  disciplinary  decision  being  taken.

12.  GRIEVANCES

12.1 The Company's grievance procedure is set out in the staff handbook.  In the
event  of  any  grievance  the  Employee should in the first instance, refer the
matter to his/her manager.  It is not intended to have contractual effect and is
subject  to variation both in its terms and its application at the discretion of
the  Company.

13.  GOOD  FAITH

13.1  The  Employee  shall  devote  the  whole  of his/her time and attention in
business hours to the business of the Company and use his/her best endeavours to
develop  and extend that business and act loyally and faithfully to the Company.

13.2  The  Employee  shall  not in any way directly or indirectly carry on or be
engaged  in  or be interested or concerned in any way with any other business or
trade  which  competes with that of the Company except as the owner of shares or
securities  not  exceeding  5% of the total shared issued capital in any company
quoted  on  a  recognised  Investment  Exchange.


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<PAGE>
14.  INVENTIONS

14.1  Any inventions or improvements made by the Employee in connection with any
of  the  Company's  products, processes or operating methods are the property of
the  Company,  as  are any rights appertaining or relating to such inventions or
improvements.

14.2  On  request  the  Employee  shall  at  the Company's expense apply for and
execute  all  such  documents  and  carry  out all such acts as are necessary to
obtain  letters patent or such other protection for any invention or improvement
in  any  part  of  the  world  in  the  name  of  the  Company  or  its nominee.

14.3  This clause is without prejudice to any rights the Employee may have under
the  Patents  Act  1977  as  amended.

14.4  The  Employee  irrevocably  and  unconditionally  waives any and all moral
rights  conferred  on him/her by the Copyrights Designs and Patents Act 1988 for
any  work  in  which  copyright  or  design  rights  are  vested in the Company.

15.  CONFIDENTIAL  INFORMATION

15.1  The  Employee  is  aware  that  in the course of his employment under this
Agreement he will have access to and be entrusted with information in respect of
business  and finances of the Company and its dealings, transactions and affairs
[and  likewise  in relation to any other Group Company] all of which information
is  or  may  be Confidential Information and that the Company is responsible for
the  creation  and development of methods and techniques used for documentation,
business  writing  and  training  which are not known to the public generally or
others  in  the  industry.

15.2  The  Employee  shall  not  during  the  continuance  of  his employment or
afterwards, use or exploit (except for the benefit of the Company) or divulge to
any  third party any confidential information except he shall be permitted to do
so:-

15.2.1 when necessary in the proper performance of the duties of his employment;

15.2.2  with  the  express  written  consent  of  the  Board of Directors of the
Company;  or


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<PAGE>
15.2.3  where  this  is  required  by  law.

15.3  The  Employee  shall,  during  his  employment, use his best endeavours to
prevent  the  unauthorised  use  or  disclosure  of any Confidential Information
whether  by any other officer, employee or agent of the Company or otherwise and
shall  be  under  an  obligation  promptly  and freely to report to the Board of
Directors  of the Company any such unauthorised use or disclosure which comes to
his  knowledge.

15.4  The  Employee  shall  not, during his employment or at any time thereafter
make,  except  for  the  benefit  of  the Company or any Group company any copy,
record, or memorandum (whether or not recorded in writing or on computer disk or
tape)  of  any  Confidential  Information and any such copy record or memorandum
made  by the Employee during his/her employment shall be and remain the property
of  the Company and accordingly shall be returned by the Employee to the Company
on  termination  of his/her employment in accordance with section 9 (Termination
of  Employment) or at any time during his employment at the request of the Board
of  Directors  of  the  Company.

15.5  In  this  Agreement  'Confidential  Information'  means:

15.5.1  all  information  which relates to the business, finances, transactions,
affairs,  products,  services,  operations,  dealings,  specifications, methods,
designs, formulae, technology, processes, equipment or activities of the Company
and/or  any  other  Group Company and which is designated by the Company and any
other  Group  Company  as  confidential;  and

15.5.2  all information relating to such matters which comes to the knowledge of
the  Executive  in  the  course  of  the  Employment and which, by reason of its
character  and/or  the  manner  of its coming to his/her knowledge, is evidently
confidential  [and  without  prejudice  to the generality of the foregoing shall
include  information  contained in any Customer Lists, Sales Forecasts, Employee
Records,  Contact  Lists,  Internal  Communications  bulletins  or presentations
provided  that  information  shall  not  be,  or shall cease to be, Confidential
Information  if and to the extent that it comes to be in public domain otherwise
and  as  a  result  of  the  unauthorised  act  or  default  of  the Executive].


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<PAGE>
16.  POST  TERMINATION  COVENANTS

16.1  For  the  purpose of this clause the following words and expressions shall
have  the  following  meanings:-

16.1.1  BUSINESS:  the  business  or  businesses  of  the  Company [or any Group
Company]  in  or  with  which the Employee has been involved or concerned at any
time  during  the  period  of  6  months  prior  to  the  Termination  Date;

16.1.2  DIRECTLY or INDIRECTLY: the Employee acting either alone or jointly with
or  on  behalf  of  any  person, firm or company, whether as principal, partner,
manager,  employee,  contractor,  director,  consultant,  investor or otherwise;

16.1.3  KEY  PERSONNEL:  any person who is at the Termination Date or was at any
time  during  the  period of 6 months prior to the Termination Date employed [or
engaged  as  a  consultant] in the Business in an [executive technical or senior
managerial] capacity and with whom the Employee has had dealings other than in a
de  minimis  way  during  the  course  of  the  Employment.

16.1.4  PROSPECTIVE  CUSTOMER  [CLIENT]:  any  person,  firm  or company who has
engaged  in  negotiations, with which the Employee has been personally involved,
with  the  Company  [or  a  Group  Company]  with a view to purchasing goods and
services from the Company [or any Group Company] in the period of 6 months prior
to  the  Termination  Date;

16.1.5  RELEVANT  CUSTOMER [CLIENT]: any person, firm or company who at any time
during the 6 months prior to the Termination Date was a customer [client] of the
Company  [or  any Group Company], with whom or which the Employee directly dealt
other  than  in  a  de  minimis way or for whom or which behalf the Employee was
responsible on of the Company [or any Group Company] at any time during the said
period;

16.1.6  RELEVANT  GOODS  AND  SERVICES:  any goods and services competitive with
those  supplied  by  the Company [or any Group Company] at any time during the 6
months  prior  to  the  Termination Date in the supply of which the Employee was
directly  involved  or  concerned  at  any  time  during  the  said  period;


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<PAGE>
16.1.7  RELEVANT  PERIOD: the period of the Employee's Employment and the period
of  6  months  from  the Termination Date except that any period of garden leave
served  by the Executive pursuant to clause 9.7 shall reduce the Relevant Period
accordingly;

16.1.8 RELEVANT SUPPLIER: any person, firm or company who at any time during the
6  months  prior to the Termination Date was a supplier of any goods or services
(other  than  utilities  and  goods  or  services  supplied  for  administrative
purposes)  to  the  Company  [or  any  Group Company] and with whom or which the
Executive  had  personal dealings during the course of his employment under this
Agreement  other  than  in  a  de  minimis  way;  and

16.1.9  TERMINATION  DATE:  the  date  on  which  the  Employment  terminated.

16.2  The  Employee  shall not without the prior written consent of the Board of
Directors  directly  or indirectly at any time within the Relevant Period engage
or be concerned or interested in any business within the Relevant Area which (a)
competes  or  (b)  will  at any time during the Relevant period compete with the
Business.  Nothing  in  this sub-clause shall prevent the Employee from being or
becoming  a  shareholder  in  any  such  business  [provided  that  the Employee
discloses  this to the Company] and such holding or interest aggregated with any
holding  or  interest  of any member of the Employee's immediate family does not
exceed  3%  of  any  single  class  of  shares  or  securities of such business.

16.3  The  Employee  shall  not  without  the prior written consent of the Board
directly  or  indirectly  at  any  time  within  the  Relevant  Period:-

16.3.1     (a)  solicit  the  custom  of;  or
           (b)  facilitate  the  solicitation  of;  or
           (c)  deal  with  any  Relevant  Customer  [Client]
in  respect  of  any  Relevant  Goods  or  Services;  or

16.3.2     (a)  solicit  the  custom  of;  or
           (b)  facilitate  the  solicitation  of;  or
           (c)  deal  with  any  Prospective  Customer  [Client]
in  respect  of  any  Relevant  Goods  or  Services;  or


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<PAGE>
16.3.3     (a)  interfere;  or
           (b)  endeavour  to  interfere,
with  the  continuance of supplies to the Company [and/or any Group Company] (or
the  terms  relating  to  those  supplies)  by  any  Relevant  Supplier.

16.4  The  Employee  shall  not  without  the prior written consent of the Board
directly  or  indirectly  at  any  time  during  the  relevant  period:-

16.4.1  entice  away  from  the  Company  [or  any  Group  Company];  or

16.4.2  endeavour  to  entice  away  from the Company [or any Group Company]; or

16.4.3  employ  or  engage;  or

16.4.4  endeavour  to  employ  or  engage  any  Key  Personnel.

16.5  The  Employee  acknowledges [(having taken appropriate legal advice)] that
the  provisions of this clause are fair, reasonable and necessary to protect the
goodwill  and  interests  of  the  Company  [(and  any  Group  Company]  ('the
Interests').  Whilst  the  provisions  of this clause 15 have been framed by the
Company  with  a  view  to  ensuring that the Interests are adequately protected
taking  account  of  the  Company's  legitimate  expectations  of  the  future
development  of  its  business,  it  is  acknowledged  by  the Employee that the
business  may  change  over time and as a result it may become necessary for the
Company  to  amend  the provisions of this clause 15 in order to ensure that the
interests remain adequately protected.  The Employee, therefore, agrees that the
Company  shall  be  entitled  to  amend  the  provisions  of  this  clause 15 in
accordance  with  clause  15.6  below  in  order  to  protect  the  Interests.

16.6  In  order  to  amend  the  provisions of this clause 15, the Company shall
notify  the  Employee  in  writing  of  why it believes it is necessary to amend
clause  15  and the amendments that it proposes.  The Employee shall then have a
period of 14 calendar days in which to put forward any objections which he might
have  to  the  proposed  amendments.  In  the  event of the Employee not putting
forward  any  such  objections,  then  this clause 15 shall take effect with the
proposed  amendments  in  the  expiry of the 14 day period.  In the event of the
Employee  putting  forward  any  objections,  the  Company  shall  endeavour  to


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accommodate  them,  [insofar  as  they  are  reasonable]  and  where  reasonably
possible,  [given  that  the  Company's  overriding  objective must be to ensure
adequate  protection  of  the  Interests,]  to  agree  the  amendments  with the
Employee.  The  Company shall then, having considered the Employee's objections,
serve  a  further  written  notice  on  the  Employee informing him of the final
amendments  to  the  Clause  15  which  will  thereafter  take immediate effect.

16.7  The  Employee  acknowledges  that  the  provisions of this clause 15 shall
constitute severable undertakings given for the benefit of the Company [and each
Group  Company]  and  may be enforced by the Company [on behalf of any of them].

16.8  If  any  of the restrictions or obligations contained in this clause 15 is
held  not  to  be  valid on the basis that it exceeds what is reasonable for the
protection  of the goodwill and interests of the Company [and any Group Company]
but would be valid if part of the wording were deleted then such restrictions or
obligations  shall  apply  with  such  deletions  as may be necessary to make it
enforceable.

16.9  The  Employee acknowledges and agrees that he/she shall be obliged to draw
the  provisions of this clause 15 to the attention of any third party who may at
any  time before or after the termination of the Employee's employment hereunder
offer  to  engage  the  Employee  in  any capacity and for whom or with whom the
Employee  intends  to  work  during  the  Relevant  Period.

16.10  The  Employee  shall  not  at  any  time  following  the Termination Date
represent  himself  as  being connected in any way with the Company or any Group
Company.

16.11  If  this  Agreement  or  any  wider  arrangement  of  which it forms part
constitutes  an  agreement  particulars of which are required to be furnished to
the  Director  General of Fair Trading pursuant to section 24 of the Restrictive
Trade  Practices  Act  1976,  then  none  of the parties shall give effect to or
enforce  or  purport to enforce any restriction by virtue of which the Agreement
(or  wider  arrangement)  is  subjected  to registration until the day after the
relevant  particulars  have been duly furnished in accordance with section 24 of
that  Act.

16.12  [The Employee shall, at the request and cost of the Company, enter into a
direct  agreement  or  undertaking  with any Group Company to which the Employee
provides  services  whereby  he  will  accept  restrictions corresponding to the
restrictions  in  this  clause  (or  such  of  them as may be appropriate in the
circumstances)  as  the  Company  may  require  in  the  circumstances].


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17.  DEDUCTIONS  FROM  SALARY

17.1  For  the purposes of the Employment Rights Act 1996 Sections 13 to 16, the
Employee  hereby  consents to the deduction from his/her salary any bonus of any
sums  owing by the Employee to the Company at any time and he/she also agrees to
make  any payment to the Company of any sums owed by him/her to the Company upon
demand  by  the  Company  at  any time.  This clause is without prejudice to any
right  of  the  Company  to  recover  any  sums  or  balance of sums owed by the
Executive  to  the  Company  by  legal  proceedings.

18.  ALTERATIONS  TO  CONDITIONS  OF  EMPLOYMENT

18.1  The Company reserves the right to alter its conditions of employment.  Any
alterations  will  be  advised in writing at the earliest opportunity and in any
event  not  later  than  one  month  after  the  change.

19.  LAW  AND  JURISDICTION

19.1  This  Agreement  is  governed by and shall be construed in accordance with
English  law.  The  parties  submit  the  exclusive  jurisdiction of the English
courts  with  regards  to  any  dispute  or  claim arising under this Agreement.

20.  PREVIOUS  AGREEMENTS

20.1  This agreement together with any documents referred to herein contains the
entire  understanding between the parties and supersedes all previous agreements
and  arrangements  (if  any)  relating  to the employment of the Employee by the
Company.

I  acknowledge  that  I  have received a copy of this contract of employment and
that  I  have  read,  understood  and  fully  accept  its  terms.


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Signature on behalf of the Company             Signature  of  Employee


Robert Bolton 6 Feb 2001 VP HR
/s/  Robert Bolton                             /s/  Malcom Wright



Date                                           Date

Feb 6, 2001                                    Feb 6, 2001



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