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                                                                 EXHIBIT 10.23









                                FORTDOVE LIMITED

                                       AND

                                HOGG ROBINSON PLC


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                   SERVICE BUREAU SOFTWARE SERVICES AGREEMENT
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                                CLIFFORD CHANCE

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                                    CONTENTS
<TABLE>
<CAPTION>
CLAUSE                                                                                                 PAGE
<S>     <C>                                                                                          <C>
1.     Definitions.....................................................................................1
2.     Scope Of Services...............................................................................3
3.     NEWCO's Proprietary Rights; HR Restrictions.....................................................4
4.     Pricing And Payment.............................................................................5
5.     Limited Warranty................................................................................6
6.     Limitation Of Liability.........................................................................6
7.     Force Majeure...................................................................................7
8.     Term............................................................................................8
9.     Termination.....................................................................................8
10.    Non-Solicitation...............................................................................10
11.    Confidentiality................................................................................11
12.    Non-Competition................................................................................12
13.    Joint Oversight Committee......................................................................12
14.    Governing Law And Dispute Resolution...........................................................13
15.    General........................................................................................14
16.    Counterparts...................................................................................15

SCHEDULE 1           SOFTWARE AND SERVICES............................................................16

SCHEDULE 2           CHARGES..........................................................................20
</TABLE>




                                      (i)



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THIS SERVICE BUREAU/SOFTWARE SERVICES AGREEMENT (this "Agreement") is made this
___ day of ___________, 2000 between

(1)      FORTDOVE LIMITED company number 3841799 with registered address 200
         Aldersgate Street, London, EC1A 4JJ ("NEWCO"); and

(2)      HOGG ROBINSON PLC company number 2107443 of Abbey House, 181
         Farnborough Road, Farnborough, Hampshire ("HR").

WHEREAS

(A)      HR Group wishes to offer a quality control and other travel booking
         related services to its own network and to certain customers;

(B)      NEWCO provides certain technical services to the travel industry;

(C)      HR and NEWCO wish to enter into an agreement for the provision by NEWCO
         to HR of certain Services (as defined below), on the terms and
         conditions set out herein.

1.       DEFINITIONS

In this Agreement:

1.1      AMERICAS means all countries and territories in continental North
         America and continental South America (including Central America) and
         includes any territories of the United States of America not forming
         part of continental North America;

1.2      CHARGES means the charges payable by HR to NEWCO in respect of the
         Services, as set out in Schedule 2;

1.3      CORRE means the Software products set out in Part A of Schedule 1, as
         enhanced or developed from time to time;

1.4      CUSTOMER means an undertaking to whom a party, on any date, is
         supplying travel management services;

1.5      EFFECTIVE DATE means the date of signature unless agreed between the
         parties;

1.6      GLOBAL DISTRIBUTION SYSTEM (OR "GDS") means the Sabre, Amadeus
         Worldspan and the International version of Galileo computer systems or
         networks used to check and make reservations of a travel related nature
         and such other global distribution systems as may be agreed from time
         to time;

1.7      GROUP means, in relation to a company, that company and each subsidiary
         of the company and its subsidiaries for the time being;

1.8      HR GROUP means the Group of companies of which Hogg Robinson plc is the
         ultimate holding company, together with all the travel franchisees of
         such Group;




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1.9      SHAREHOLDERS AGREEMENT means the Shareholders Agreement of on or about
         even date between WTT Inc, HR and Newco for the establishment and
         operation of Newco as a joint venture company;

1.10     INTELLECTUAL PROPERTY RIGHTS means any intellectual property rights
         anywhere in the world whether registrable or not, including, without
         limitation, patent, trade marks, service marks, trade names, business
         names, designs, copyright and related rights, topography rights,
         know-how as well as applications for such rights;

1.11     JOC means the joint oversight committee to be established in accordance
         with Clause 13;

1.12     MODIFICATIONS means changes to the Product that provide additional
         features and/or functionality, expanding the capabilities of the
         Product in existing functional areas, or affect existing functionality;

1.13     PRODUCT means the logical grouping of the Software, in object code
         only, and related documentation which is sold by a specific product
         name and which is employed in the provision of the Services;

1.14     SERVICE BUREAU means the computer facilities located at UK offices of
         NEWCO and/or its subsidiaries from which NEWCO will provide the
         Services and data information to HR;

1.15     SERVICES means the application of the Software by NEWCO to provide
         quality assurance tests and other automated optimisation processes for
         travel reservations;

1.16     SOFTWARE means the software programs licensed to or created by NEWCO
         from time to time and used by NEWCO in the provision of the Services,
         being the Products identified in Schedule 1 as amended from time to
         time by written agreement between the parties and all associated
         Software releases;

1.17     TERM means the term of this Agreement, as set out in Clause 8;

1.18     TRANSACTION means a non-voided ticketed transaction;

1.19     WTT INC means WT Technologies Inc. with principal place of business 6 W
         Druid Hills Drive, Atlanta, Georgia, 30329, USA.

1.20     VALUE ADDED TAX means value added tax as provided for in the Value
         Added Tax Act 1994 and any other tax of a similar fiscal nature whether
         imposed in the United Kingdom (instead of or in addition to value added
         tax) or elsewhere.

1.21     In this Agreement, a reference to:

         1.21.1   a "subsidiary" or "holding company" is to be construed in
                  accordance with section 736 of the Companies Act 1985 and a
                  "subsidiary undertaking" or "parent undertaking" is to be
                  construed in accordance with section 258 of the Companies Act
                  1985;



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         1.21.2   a statutory provision includes a reference to the statutory
                  provision as modified or re-enacted or both from time to time
                  before/whether before or after the date of this Agreement and
                  any subordinate legislation made or other thing done under the
                  statutory provisions before/whether before or after the date
                  of this Agreement;

         1.21.3   a document is a reference to that document as modified from
                  time to time;

         1.21.4   a person includes a reference to a government, state, state
                  agency, corporation, body corporate, association or
                  partnership;

         1.21.5   a person includes a reference to that person's legal personal
                  representatives, successors and permitted assigns;

         1.21.6   the singular includes the plural and vice versa unless the
                  context otherwise requires;

         1.21.7   a clause or schedule, unless the context otherwise requires,
                  is a reference to a clause of a schedule to this Agreement.

1.22     The headings in this Agreement do not affect its interpretation.

2.       SCOPE OF SERVICES

2.1     NEWCO shall provide the Services to HR during the Term subject to the
        terms and conditions of this Agreement. HR may use the Services to
        provide services to its end-user corporate clients and for use by all
        travel agencies and (subject to Clause 2.2) travel fulfilment bureaux
        within the HR Group, with the exception of any travel agency within the
        HR Group which is located in the Americas and Rider Travel in Canada. In
        addition, the rights conferred on HR under this Agreement to use the
        Services expressly exclude the right of HR or the HR Group to use the
        Services to provide Service Bureau services to any travel agencies not
        within the HR Group.

2.2     The Software required to provide the Services will run and reside at the
        Service Bureau. The Software will be run by NEWCO in consultation with
        HR to meet HR's specific needs and requests, (to be mutually determined
        and outlined by the JOC), in the provision of Services hereunder. NEWCO
        shall provide information and reports to HR on the performance of the
        Services, as reasonably required by HR.

2.3     At the request of HR, the Service Bureau will process transactions from
        HR's company-owned locations or corporate clients everywhere in the
        world, with the exception of the Americas and Rider Travel in Canada.

2.4      The Software will include adaptations for efficient use with each GDS.

2.5     From time to time, HR may request specific Modifications to the
        Software. NEWCO agrees to negotiate in good faith with HR towards the
        development of such Modifications and, subject to the outcome of such
        negotiations, HR agrees to pay for such requested Modification(s) on the
        terms set out in the Software Development Agreement of even date between
        the parties hereto.



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2.6     All Modifications shall be made available to HR prior to or at the same
        time as being made available to all other (if any) joint funders of the
        Modifications, users and licensees of the Software, unless such
        Modifications were totally funded by a third party. Subject to Clause
        4.4, all Modifications offered as part of the Services to other users
        and licensees will be made available to HR at Newco's then current rate
        or less, at Newco's discretion. All such Modifications shall be loaded
        on NEWCO's server as part of the Service Bureau.

2.7     All new Products shall be made available to HR prior to or at the same
        time as being made available to other (if any) joint funders of the
        Product, users and licensees of the Software, unless such Products were
        totally funded by a third party. Subject to Clause 4.4 all new Products
        offered as part of the Services to other users and licensees will be
        made available to HR with the Parties having regard to any funding
        provided to NEWCO from HR..

2.8     The JOC shall set priorities for the allocation of NEWCO resources
        necessary to adequately perform under this Agreement. Once the JOC sets
        a start date for any project or other matter to be undertaken under this
        Agreement, such start date cannot be changed by NEWCO except by written
        agreement between the parties. In setting such priorities and start
        dates the JOC shall take into consideration other business issues facing
        NEWCO and HR and other commitments of NEWCO and HR.

2.9     The JOC will periodically discuss and review HR's competitive
        environment which shall include a review of HR's competitors'
        technology, cost or pricing structure and service offerings, to the
        extent such information is known (and to the extent that disclosure of
        such information is not restricted by a third party). If the JOC
        determines that NEWCO has ceased to be competitive in terms of the
        technology associated with the Services, the Charges or the quality of
        the Services then, the parties shall jointly determine, in good faith,
        if a change in technology, cost or services should be made.

2.10    By the second anniversary of the Effective Date, HR shall put
        Transactions through the Service Bureau at a rate of at least 1.6
        million per annum, provided that the Software is available for the
        provision of the Services by 1 April 2000. For the avoidance of doubt,
        HR Transactions handled by OFS Corporate Services (or as a result of
        12.2), will count towards this total.

3.       NEWCO'S PROPRIETARY RIGHTS; HR RESTRICTIONS

3.1     HR acknowledges that the Software and the related documentation embody
        valuable confidential and proprietary information of NEWCO and/or its
        licensors, the development of which required the expenditure of
        considerable time and money by NEWCO and/or its licensors, and are
        protected by copyright law and international treaty. HR shall treat such
        information so received in confidence and shall not use, copy, disclose,
        nor permit any of its personnel, agents or sub-contractors to use, copy,
        or disclose the same, for any purpose that is not specifically
        authorised under this Agreement.



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3.2     By virtue of this Agreement, HR acquires only the non-exclusive right as
        described above to receive the Services provided by NEWCO through the
        use of the Software and related documentation, and does not acquire any
        licence thereto or any rights of ownership in such materials, except as
        may be set forth in a separate agreement. HR shall not use the Services
        to establish its own Service Bureau during the Term without the prior
        written consent of NEWCO, except as provided in the Shareholders
        Agreement. Nothing in this sub-clause shall affect HR's entitlement to
        use the Services for the provision of services to its corporate
        Customers under Clause 2.1.

3.3     NEWCO, and/or its licensors, at all times retain all right, title and
        interest in the Software, related documentation, and any derivatives
        thereof.

3.4     HR agrees not to remove, alter or conceal any product identification,
        copyright notices, or other notices or proprietary restrictions from the
        monthly data information reports provided to HR by NEWCO and to
        reproduce any and all such notices on any copies of such materials.

3.5     HR recognises and acknowledges that any use or disclosure of the
        Software by HR in breach of this Agreement may cause NEWCO irreparable
        damage for which other remedies may be inadequate, and HR hereby
        acknowledges as proper any request to a court of competent jurisdiction
        by NEWCO for injunctive or other equitable relief seeking to restrain
        such use or disclosure.

3.6     HR assumes full responsibility for the quality, accuracy and
        completeness of the data transmitted or provided by HR or its Customers
        to the Service Bureau, whether by means of the Software or otherwise,
        including any inaccurate results obtained as a result of such data where
        supplied corrupted, inaccurate or incomplete.

4.       PRICING AND PAYMENT

4.1     The Charges are set forth on Schedule 2 attached hereto. HR shall make
        all payments of Charges in sterling within thirty (30) days of receipt
        of invoice (the "DUE DATE") according to the payment schedule set forth
        on Schedule 2, and regardless of whether HR collects any fees from its
        customers. NEWCO shall be entitled to charge interest on all amounts not
        paid on the Due Date at the rate of 2% above Barclays Bank plc base
        rate, from time to time in force. NEWCO has the right to suspend
        performance of the Services on 15 days' written notice if payment of any
        Charge remains outstanding (and is not disputed by HR) for more than 30
        days following the Due Date.

4.2     The Charges do not include any charge for Value Added Tax and HR is
        solely responsible for paying any and all Value Added Tax arising in
        connection with the Services rendered to HR under this Agreement.

4.3     Both parties agree to take all reasonable steps to minimize taxes, which
        might be assessed on either party based on the parties' performance
        hereunder.




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4.4     NEWCO agrees to treat HR as its most favoured customer in respect of the
        Services. NEWCO represents that, in the aggregate all of the Charges and
        other terms of this Agreement are substantially or materially comparable
        to or better than the aggregate charges and other terms being offered by
        NEWCO to any of its other customers for the Services (or services
        substantially comparable), having regard to the type and volume of
        services. If NEWCO offers more favourable aggregate prices and other
        terms to any customer during the Term, such terms shall be made
        available to HR.

4.5     To review compliance with Clause 4.4, HR may designate an independent
        auditor who, at HR's expense will be permitted to examine NEWCO's
        charges to other customers, provided, however, that such auditor must
        sign a non-disclosure agreement with NEWCO prior to commencing any
        examination. NEWCO shall afford reasonable access to the auditor to its
        books and records, for the purpose of carrying out such an inspection.

4.6     HR's auditor will be permitted to report to HR only the fact that NEWCO
        is or is not in compliance with this provision and will not be permitted
        to disclose any specific information to HR regarding NEWCO's customers.
        If the auditor reports that NEWCO is not in compliance with clause 4.4,
        the auditor will report to NEWCO the changes which need to be made to
        the charges and other terms of supply of the Services in order for NEWCO
        to be in compliance with clause 4.4 and NEWCO shall implement such
        changes within a reasonable period and upon request from HR, and the
        auditor shall certify to HR that NEWCO is in compliance with this
        provision, once the changes have been made.

5.       LIMITED WARRANTY

5.1     NEWCO represents and warrants that it will provide the Services with
        reasonable skill and care, in a timely, workmanlike fashion and in
        accordance with industry standards.

5.2     NEWCO will not be liable to HR for any claim or effect arising from any
        cause beyond the control of NEWCO, including any act of Force Majeure as
        defined under Clause 7.

5.3     EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE, NO EXPRESS OR IMPLIED
        WARRANTY IS MADE BY NEWCO WITH RESPECT TO ANY SERVICE, PRODUCT, SOFTWARE
        RELEASE, DATA COMPILATION OR ANY OTHER MATTER, INCLUDING, WITHOUT
        LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
        SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. NEWCO DOES NOT
        WARRANT THAT ALL ERRORS IN THE SOFTWARE CAN OR WILL BE CORRECTED OR THAT
        THE FUNCTIONALITY OF THE SOFTWARE WILL MEET HR'S REQUIREMENTS.

6.       LIMITATION OF LIABILITY

6.1     NEITHER HR, NEWCO NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR
        AGENTS, WILL BE LIABLE TO THE OTHER FOR ANY CLAIMS FOR SPECIAL, INDIRECT
        OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SERVICES PROVIDED BY THIS



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        AGREEMENT OR A BREACH OF THE AGREEMENT EVEN IF THAT DAMAGE WAS
        REASONABLY FORESEEABLE OR EITHER PARTY WAS AWARE OF THE POSSIBILITY OF
        THAT LOSS OR DAMAGE ARISING, WHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON
        BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT,
        PRODUCTS LIABILITY OR OTHERWISE.

6.2     IN NO EVENT WILL EITHER PARTY'S LIABILITY FOR ANY DAMAGES OR INJURIES TO
        EITHER PARTY HEREUNDER EVER EXCEED THE TOTAL CHARGES PAID BY HR FOR THE
        SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER
        IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCT LIABILITY OR
        OTHERWISE.

6.3     Nothing in this Agreement shall operate to limit or exclude the
        liability of either party in respect of death or personal injury arising
        as a result of the negligence of that party.

7.       FORCE MAJEURE

7.1     If a party (the "AFFECTED PARTY") is prevented, hindered or delayed from
        or in performing any of its obligations under this Agreement by a Force
        Majeure Event:

         7.1.1    the Affected Party's obligations under this Agreement are
                  suspended while the Force Majeure Event continues and to the
                  extent that it is prevented, hindered or delayed;

         7.1.2    as soon as reasonably possible after the start of the Force
                  Majeure the Affected Party shall notify the other party in
                  writing of the Force Majeure Event, the date on which the
                  Force Majeure Event started and the effects of the Force
                  Majeure Event on its ability to perform its obligations under
                  this Agreement;

         7.1.3    the Affected Party shall make all reasonable efforts to
                  mitigate the effects of the Force Majeure Event on the
                  performance of its obligations under this Agreement; and

         7.1.4    as soon as reasonably possible after the end of the Force
                  Majeure Event the Affected Party shall notify the other party
                  in writing that the Force Majeure Event has ended and resume
                  performance of its obligations under this Agreement.

7.2     If the Force Majeure Event continues for more than [three] months
        starting on the day the Force Majeure Event starts, a party may
        terminate this Agreement by giving not less than 30 days' written notice
        to the other party.

7.3     In Clause 7, "FORCE MAJEURE EVENT" means an event beyond the reasonable
        control of the Affected Party including, without limitation, act of God,
        war, riot, civil commotion, malicious damage, compliance with a law or



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        governmental order, rule, regulation or direction, accident or breakdown
        of plant or machinery not due to the negligence of the Affected Party,
        fire, flood and storm.

8.       TERM

8.1     The initial term of this Agreement shall be ten years from the Effective
        Date. Upon the expiration of the initial term this Agreement shall be
        automatically renewed for a consecutive additional one (1) year terms,
        unless either party provides the other with notice of cancellation of
        this Agreement at least thirty (30) days prior to expiration of the then
        current term in which case this Agreement shall expire at the end of
        such current term or unless otherwise terminated under this Clause.

9.       TERMINATION

9.1     A party (the "INITIATING PARTY") may terminate this Agreement with
        immediate effect by written notice to the other party (the "BREACHING
        PARTY") on or at any time after the occurrence of an event specified in
        clause 9.2 in relation to the Breaching Party.

9.2      The events are:

         9.2.1    the Breaching Party being in material breach of an obligation
                  under this Agreement and, if the breach is capable of remedy,
                  failing to remedy the breach within 30 days starting on the
                  day after receipt of written notice from the Initiating Party
                  giving details of the breach and requiring the Breaching Party
                  to remedy the breach;

         9.2.2    the Breaching Party passing a resolution for its winding up or
                  a court of competent jurisdiction making an order for the
                  Breaching Party's winding up or dissolution;

         9.2.3    the making of an administration order in relation to the
                  Breaching Party or the appointment of a receiver over, or an
                  encumbrancer taking possession of or selling, an asset of the
                  Breaching Party;

         9.2.4    the Breaching Party making an arrangement or composition with
                  its creditors generally or making an application to a court of
                  competent jurisdiction for protection from its creditors
                  generally;

9.3     HR may terminate this agreement with immediate effect by written notice
        to NEWCO within 60 days following a change of control of NEWCO (whether
        such control is exercised as sole or joint control, with a third party)
        occurring other than as a result of a change of control of HR; in this
        clause, "CONTROL" means the ability to direct the affairs of another
        whether by way of contract, ownership of shares or otherwise
        howsoever/has the meaning given by section 416 or section 840 of the
        Income and Corporation Taxes Act 1988 so that there is a change of
        control whenever there is a change of control as defined in either
        section 416 or section 840.



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9.4     If there is any material change, as determined by either party; (1) in
        any laws, ordinances, orders, rules or regulations governing the way the
        parties may operate; (2) in travel industry conditions, including but
        not limited to, airfares (e.g., net fares or net/net fare arrangements)
        or compensation to HR, by action of any industry vendor, governing body
        or client; or (3) in technology including but not limited to computer
        reservation systems or the internet; which material change has the
        effect of materially increasing or decreasing the cost of doing
        business; then, either party shall have the right to provide written
        notice to the other party of such change and both parties agree to
        renegotiate in good faith the financial and/or service terms of this
        Agreement. If the parties are unsuccessful in renegotiating mutually
        satisfactory terms within 30 days of such material change, either party
        shall have the right to terminate this Agreement at any time thereafter
        upon at least sixty (60) days' advance written notice. Following such
        termination, the parties shall co-operate to ensure that termination
        assistance is provided to HR at a cost which is reasonable in the light
        of the material change in circumstances.

9.5     Both parties shall have an obligation to take such steps as may be
        reasonably necessary to minimize damages to the parties on termination,
        including, but not limited to, minimising all contractual obligations
        that but for the existence of this Agreement, neither party would have
        entered into.

9.6     Without prejudice to each party's accrued rights and obligations, upon
        termination of this Agreement for any reason, the parties' further
        obligations hereunder will immediately cease. If the Agreement is
        terminated due to a breach by NEWCO, NEWCO will be responsible for
        submitting to HR all information and reports required under Exhibit A
        for the portion of the month up to and including the effective
        termination date. If the Agreement is terminated due to a breach by HR,
        NEWCO will have no such obligation to provide such information and
        reports to HR for the month when termination became effective.

9.7     In the event of termination of this Agreement by Newco, Newco will work
        together with HR or a designated third party to identify the
        information, materials and resources HR is entitled to receive and to
        develop an overall plan for transitioning such items to HR in accordance
        with the following provisions (collectively, "Termination Assistance").
        The terms of this Agreement as they relate to Termination Assistance
        shall remain in effect until Newco has completed its Termination
        Assistance. Newco will provide the Termination Assistance described
        below for a period of no less than ninety (90) days and no more than six
        (6) months per HR's written request, except as provided in this Section.
        Newco's obligation to provide Termination Assistance will be conditioned
        upon HR paying to Newco all outstanding invoices prior to the
        commencement of any Termination Assistance and will be conditioned upon
        HR continuing to pay when due any and all fees due hereunder during the
        Termination Assistance period. HR shall pay Newco standard hourly rates
        and reasonable expenses for any Termination Assistance provided by
        Newco. This fee is in addition to any other payments required under this
        Agreement. Notwithstanding the termination or expiration of this




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        Agreement, the terms and conditions of this Agreement will apply to all
        services provided by Newco during such period. If HR requests
        Termination Assistance beyond the available capacity of the Newco
        on-site staff, such request will be treated as a request for additional
        services and HR will pay the agreed upon charge for such additional
        services. The provision of this Section will survive the expiration or
        termination of this Agreement for any reason.

9.8     HR and Newco will jointly develop a plan (the "Transition Plan") to
        effect the orderly transition and migration to HR or a designated third
        party from Newco of all services then being performed or managed by
        Newco under this Agreement (the "Termination Transition"). The
        Transition Plan will set forth the tasks to be performed by HR and
        Newco, the time for completing such tasks and the criteria for declaring
        the transition "completed". The parties and their employees and agents
        will co-operate in good faith to execute the plan and each party agrees
        to perform those tasks assigned to it in the Transition Plan. Newco will
        direct the execution of the Transition Plan. The Transition Plan will
        include the following tasks and such other tasks as may be agreed upon
        by HR and Newco:

         9.8.1    Providing HR access to necessary data files and programs,
                  certain non-proprietary operational procedures and data and
                  documentation in Newco's possession related to the Services;

         9.8.2    Returning all HR confidential and proprietary information in
                  Newco's possession, except for one copy which Newco may
                  retain, subject to its confidentiality obligations, for
                  internal record keeping purposes and for compliance with
                  applicable professional standards; and

         9.8.3    Returning all HR data and documentation. Newco will deliver to
                  HR all HR data in a format application for use by HR and will
                  seek to minimise the amount of manual data entry or re-keying
                  necessary in connection with the transfer of such data to HR.

9.9     Obligation To Minimise Damages. Both parties shall have an obligation to
        take such steps as may be reasonably necessary to minimise damages to
        the parties on termination, including, but not limited to, minimise all
        contractual obligations that but for the existence of this Agreement,
        neither party would have entered into.

9.10    Such provisions of this Agreement as are required to survive its
        termination or expiry in order to give full force and effect to the
        rights and obligations of the parties hereunder shall be deemed to so
        survive.

9.11    Termination of this Agreement does not constitute either party's
        exclusive remedy for breach or non-performance by the other party and
        each party is entitled to seek all other available remedies, both legal
        and equitable, including injunctive relief.

10.      NON-SOLICITATION

10.1    During the Term, neither party shall employ, solicit or make any offers
        to employ any employees used by the other in connection with the
        performance of the Services, without the prior written consent of the




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        other, which consent shall not be unreasonably withheld. The
        non-breaching party shall be entitled, in addition to any other remedies
        it may have at law or in equity, to a payment from the party in breach
        of this Clause in an amount equal to three months' salary of any
        employee that party employs, solicits or offers to employ in breach of
        this Clause.

11.      CONFIDENTIALITY

11.1    During the course of this Agreement a party (the "Receiving Party") may
        come into possession of technology, computer software, documentation,
        trade secrets, products, copyrights or other confidential and
        proprietary information ("Confidential Information") of the other (the
        "Disclosing Party").

11.2     The Receiving Party:

         11.2.1   may not use Confidential Information for a purpose other than
                  the performance of its obligations under this Agreement;

         11.2.2   may not disclose Confidential Information to a person except
                  with the prior written consent of the Disclosing Party or in
                  accordance with clauses 11.3 and 11.4; and

         11.2.3   shall make every effort to prevent the use or disclosure of
                  Confidential Information.

11.3    The Receiving Party may disclose Confidential Information to any of its
        directors, other officers, employees and sub-contractors (a "RECIPIENT")
        to the extent that disclosure is desirable for the purposes of this
        Agreement.

11.4    The Receiving Party shall ensure that a Recipient is made aware of and
        complies with the Receiving Party's obligations of confidentiality under
        this Agreement as if the Recipient was a party to this Agreement.

11.5     Clauses 11.2 to 11.4 do not apply to Confidential Information which:

         11.5.1   is at the date of this Agreement, or at any time after that
                  date becomes, publicly known other than by the Receiving
                  Party's or Recipient's breach of this Agreement;

         11.5.2   can be shown by the Receiving Party to the Disclosing Party's
                  reasonable satisfaction to have been known by the Receiving
                  Party before disclosure by the Disclosing Party to the
                  Receiving Party; or

         11.5.3   Is required to be disclosed by law or any regulatory
                  authority.

11.6    The Receiving Party`s obligation with respect to the Confidential
        Information of the Disclosing Party shall survive the termination or
        expiry of this Agreement.



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12.      NON-COMPETITION

12.1     The parties agree to be bound by the  restrictions  placed upon them
         in clause 10 of the  Shareholders Agreement.

12.2    During the term of this Agreement, NEWCO may sell or license Services or
        Products directly to HR's Customers who are using products or services
        which compete with the Products or Services, provided that NEWCO gives
        notice of such sales activity to HR and shares equally with HR any
        resulting net profits measured and paid on an annual basis. Other than
        as provided herein or under the Shareholders Agreement, NEWCO may not
        license or sell Products or Services to HR's Customers without HR's
        consent.

13.      JOINT OVERSIGHT COMMITTEE

13.1    JOC PROCEDURES. The following representatives will comprise a joint
        oversight committee (the "JOC") which will meet at least quarterly. The
        functions of such committee, among other things, will be to carry out
        its obligations as expressed throughout this Agreement, to provide
        Product and Services direction, review and analyze changes in the
        market, prioritize resources to improve performance of the parties'
        obligations hereunder, review and analyze the performance of the
        parties, and to review recommendations and suggestions to enhance the
        performance of the Services.

        NEWCO Designees (2):        Bill Brindle

                                    Tony Berry

        HR Designees (2):           Barry Wheeler

                                    Nigel Meyer

13.2    If a JOC Member resigns or leaves its employer or for any other reason
        ceases to be a JOC Member, the party with a vacancy will promptly
        appoint a replacement.

13.3    JOC PROCEDURES. All actions of the JOC will be subject to the following
        process. An equal number of appointed representatives from each party
        must be in attendance for the JOC to conduct a meeting.

         13.3.1   Each party hereby appoints the following individual as its
                  Management Representative for purposes of this Agreement:

                  NEWCO:   Chris Fry

                  HR:      David Young


         13.3.2   Thirty (30) days prior to replacing its Management
                  Representative, HR or NEWCO, as the case may be, shall notify
                  the other in writing identifying its proposed replacement.



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13.4    REPORT CONTENTS. NEWCO will prepare (i) a listing of key Service
        activities, and (ii) definitions of measurements of qualitative and
        quantitative service performance levels for each such key Service
        activity ("Service Performance Levels"), and will submit such listings
        and definitions to the JOC for approval. The Service Performance Levels
        will be used to measure HR's and NEWCO's performance of their
        responsibilities under this Agreement.

13.5    Performance Levels. NEWCO will deliver to the JOC for each calendar
        quarter (within thirty (30) days of the end of such quarter), commencing
        with the calendar quarter beginning April 1, 2000, service performance
        reports ("SERVICE PERFORMANCE REPORTS") that identify, for each JOC
        approved key Service activity, the Service Performance Level for that
        activity. The JOC will review the parties' performance during the
        relevant time period (including but not limited to the information,
        contained in the Service Performance Reports), and will provide feedback
        to both NEWCO and HR regarding the performance of their respective
        responsibilities under this Agreement. The JOC will also periodically
        review the definitions and measurements used in the Service Performance
        Reports and revise them as necessary to reflect the most appropriate
        measures of NEWCO and HR performance.

14.      GOVERNING LAW AND DISPUTE RESOLUTION

14.1     This Agreement is governed by and shall be construed in accordance with
         English law.

14.2    INITIAL PROCEDURES. The parties shall make all reasonable efforts to
        resolve all disputes without resorting to litigation. If a dispute
        arises between the parties, the JOC Representatives will attempt to
        reach an amicable resolution. If either JOC Representative determines
        that an amicable resolution cannot be reached, such JOC Representative
        shall submit such dispute in writing to the Management Representatives
        (a "Dispute Notice"), who shall use their best efforts to resolve it or
        to negotiate an appropriate modification or amendment.

14.3    ESCALATION. Except as otherwise provided in this Agreement, neither
        party shall be permitted to bring proceedings against the other (save
        for injunctive relief) until the earlier of (i) the date the Management
        Representatives conclude in good faith that an amicable resolution of
        the dispute through continued negotiation is unlikely, or (ii) sixty
        days from the date of submission of a Dispute Notice by either party.

14.4    The courts of England and Wales have exclusive jurisdiction to hear and
        decide any suit, action or proceedings, and to settle any disputes,
        which may arise out of or in connection with this Agreement
        (respectively, "PROCEEDINGS" and "DISPUTES") and, for these purposes,
        each party irrevocably submits to the jurisdiction of the courts of
        England and Wales.

14.5    Each party irrevocably waives any objection which it might at any time
        have to the courts of England and Wales being nominated as the forum to
        hear and decide any Proceedings and to settle any Disputes and agrees
        not to claim that the courts of England and Wales are not a convenient
        or appropriate forum.


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15.      GENERAL

15.1    This Agreement, including the Exhibits attached hereto, represents the
        entire understanding and agreement between the parties relating to the
        subject matter, and supersedes any and all previous discussions and
        communications. No employee or agent of NEWCO nor any distributor is
        authorized to make any additional representations or warranties related
        to the services provided hereunder or the Software. Any subsequent
        amendments and/or additions hereto are effective only if in writing and
        signed by both parties.

15.2    All media releases, public announcements and public disclosures by
        either party relating to this Agreement, but not including any
        disclosure required by legal, accounting or regulatory requirements,
        shall be approved by both parties prior to such release.

15.3    Neither party may assign or delegate its rights or obligations under
        this Agreement without the prior written consent of the other, save that
        a party shall not unreasonably withhold its consent to the assignment or
        delegation by the other of its rights and/or obligations to a
        majority-owned subsidiary of that party, provided that it is satisfied
        that such subsidiary has the financial and other resources in order
        properly to perform that party's obligations hereunder. Subject to the
        foregoing limitation on assignment, this Agreement is binding upon and
        inures to the benefit of the successors and assigns of the respective
        parties hereto.

15.4    NEWCO acknowledges that HR is entering into this agreement on behalf of
        and for the benefit of its subsidiaries and its subsidiaries shall
        accordingly have the benefit of and shall be entitled to enforce all
        rights granted to HR under this Agreement.

15.5    The failure of either party at any time to require performance by the
        other party of any provision hereof is not to affect in any way the full
        rights of such party to require such performance at any time thereafter,
        nor is the waiver by either party of a breach of any provision hereof to
        be taken or held to be a waiver of the provision itself or any future
        breach.

15.6    The parties hereto are independent contractors, and nothing in this
        Agreement is to be construed to create a partnership, joint venture, or
        agency relationship between NEWCO and HR.

15.7    If any provision of this Agreement is found to be prohibited by or
        invalid under applicable law, such provision shall be ineffective to the
        extent of such prohibition or invalidity, without invalidating the
        remainder of such provision or the remaining provisions of this
        Agreement which shall remain in force.

15.8    A notice under or in connection with this Agreement shall be in writing
        and shall be delivered personally or sent by first class post pre-paid
        recorded delivery (or air mail if overseas) or by telex or by fax, to
        the party due to receive the notice, at its address set out in this
        Agreement or another address specified by that party by written notice
        to the other.




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15.9 In the absence of evidence of earlier receipt, a notice is deemed given:

         15.9.1   if delivered personally, when left at the address referred to
                  in clause 15.6;

         15.9.2   if sent by post except air mail, two days after posting it;

         15.9.3   if sent by air mail, six days after posting it;

         15.9.4   if sent by telex, when the proper answer-back is received; and

         15.9.5   if sent by fax, on completion of its transmission.

16.      COUNTERPARTS

        This Agreement may be executed in any number of counterparts, which
        shall together constitute one Agreement.



IN WITNESS WHEREOF, the undersigned duly authorized representatives of the
parties hereto have made and entered into this Agreement.



FORTDOVE LIMITED                              HOGG ROBINSON PLC





Signed:________________________               Signed:__________________________





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                                   SCHEDULE 1
                             SOFTWARE AND SERVICES














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                               SCHEDULE 2 CHARGES






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