Exhibit 4.21
                                                                          Thomas
                                                                           Eggar



                               DATE: 21 April 2005




                               (1) FUTUREMEDIA PLC
                                       and
                            (2) ROYAL MAIL GROUP PLC




                            AGREEMENT in relation to
                              BIKES2WORK PROGRAMME









                                                 The Corn Exchange Baffins Lane
                                                 Chichester West Sussex PO19 1GE

                                                 Telephone +44 (0)1243 786111
                                                 Facsimile +44 (0)1234 536787
                                                 DX no. 30300 Chichester

                                Ref: COM/NJR     www.thomaseggar.com



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                                    CONTENTS

Clause                                                               Page Number

1.    DEFINITIONS..............................................................1
2.    THE SERVICES.............................................................5
3.    PRODUCTS PRICING AND SERVICES............................................6
4.    MASTER FINANCE AGREEMENT.................................................9
5.    TIMING..................................................................10
6.    PROJECT MANAGEMENT SERVICES.............................................11
7.    DELIVERY LIST AND PAYMENT PROCEDURES....................................12
8.    THE CLIENT'S RESPONSIBILITIES...........................................13
9.    PERSONAL DATA...........................................................14
10.   SUB-CONTRACTING.........................................................15
11.   TERM AND TERMINATION....................................................16
12.   STEP-IN RIGHTS..........................................................18
13.   WARRANTIES..............................................................19
14.   FUTUREMEDIA PERSONNEL...................................................19
15.   COMPLIANCE..............................................................20
16.   VARIATIONS..............................................................20
17.   SERVICES PERFORMED AT FUTUREMEDIA'S PREMISES............................20
18.   BIKES2WORK TRADENAME....................................................20
19.   CLIENT PROPERTY.........................................................20
20.   FUTUREMEDIA PERSONNEL AT THE CLIENT PREMISES............................21
21.   INTELLECTUAL PROPERTY RIGHTS............................................22
22.   CONFIDENTIALITY.........................................................23
23.   INTELLECTUAL PROPERTY INDEMNITY.........................................24
24.   LIMITATION OF LIABILITY.................................................25
25.   INSURANCE...............................................................25
26.   FORCE MAJEURE...........................................................25
27.   WAIVER..................................................................25
28.   NO AGENCY...............................................................26
29.   NOTICES.................................................................26
30.   CLIENT TRADE MARKS......................................................26
31.   ENTIRE AGREEMENT........................................................26
32.   RECOVERY OF SUMS DUE....................................................27
33.   PUBLICITY...............................................................27
34.   GOVERNING LAW AND DISPUTE RESOLUTION....................................27
35.   CORRUPTION AND BRIBERY..................................................28
36.   LANGUAGE................................................................28
37.   RECORDS.................................................................29
38.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999............................29
Schedule 1 Service Levels.....................................................30
Schedule 2 Insurance Levels...................................................35
List of Appendices............................................................37



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37
THIS AGREEMENT is made the     21 April    2005

BETWEEN:

1.    FUTUREMEDIA  PLC  (registered  in England  under  number  01616681)  whose
      registered office is at Nile House, Nile Street, Brighton, East Sussex BN1
      1HW ("Futuremedia"); and

2.    ROYAL MAIL GROUP PLC  (registered in England under number  04138203) whose
      registered office is at 148 Old Street, London EC1V 9HQ (the "Client").

WHEREAS:

(A)   Futuremedia  is a company  engaged in the  provision of employee  Products
      available through the employee making a salary sacrifice.

(B)   The Client is an employer that seeks to introduce  these types of Products
      through Futuremedia.

(C)   Futuremedia  will  take  full  operational,  administrative  and (save for
      payments under the Master Finance Agreement) financial  responsibility for
      running the provision of the Products.

IT IS AGREED as follows:

1. DEFINITIONS

1.1   In this  Agreement  the  following  definitions  apply  unless the context
      requires otherwise:

      "Bicycle"                       means a cycle as defined by S192(1) of the
                                      Road  Traffic  Act as  amended  or updated
                                      from time to time;

      "Bicycle Safety Equipment"      means  bicycle  safety  equipment  such as
                                      helmets or reflective clothing;

      "Business Day"                  means  any  day  of  the  week   excluding
                                      Saturday or Sunday, save where such day is
                                      a   statutory,   public  or  bank  holiday
                                      observed in the country where  performance
                                      under this Agreement is to take place;

      "Client Premises"               means any  premises  of the Client or such
                                      other  premises  at which the  Client  may
                                      perform the Services;

      "Client Property"               means any property or  equipment  owned by
                                      the  Client,  its  employees,   agents  or
                                      customers  or which the Client is entitled
                                      to possess or use for any purpose;


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      "Client Trade Marks"            means the Royal Mail  trade  marks set out
                                      in the Schedule to the Royal Mail Branding
                                      License Agreement set out in Appendix D;

      "Confidential Information"      means    information   that   is   clearly
                                      identified as  confidential at the time of
                                      disclosure    or   is   by   its    nature
                                      confidential;

      "Customer Satisfaction Survey"  means the Employee  satisfaction survey in
                                      the form  attached  at  Appendix F carried
                                      out by Futuremedia;

      "Data"                          means personal data of Employees;

      "Delivery List"                 means a schedule of  confirmed  deliveries
                                      of  Products,  and the name  and  employee
                                      number  of the  Employee  to  whom  it was
                                      delivered  in the form set out at Appendix
                                      A;

      "DP Legislation"                means  (i)  Data   Protection   Act  1998,
                                      related statutory instruments, regulations
                                      or codes of practice; and (ii) the Privacy
                                      and    Electronic    Communications    (EC
                                      Directive)  Regulations  2003 as  amended,
                                      extended or re-enacted from time to time;

      "Employee"                      means an employee in the UK of the Client;

      "Expiry Date"                   means   the   date  of   expiry   of  this
                                      Agreement,  being  the  date  set  out  in
                                      Clause 11;

      "Finance Company"               means Commonwealth Bank of Australia of 85
                                      Queen Victoria Street,  London EC4V 4HA or
                                      such  other   financial   institution   as
                                      Futuremedia  shall  approve  from  time to
                                      time;

      "Futuremedia Finance            means an  agreement  between  the  Finance
      Agreement"                      Company  and   Futuremedia,   as  amended,
                                      supplemented  or  replaced  from  time  to
                                      time;

      "Futuremedia/Halfords           means an agreement between Futuremedia and
      Agreement"                      Halfords  as  amended,   supplemented   or
                                      replaced from time to time;


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      "Futuremedia's Premises"        means the premises of  Futuremedia or such
                                      other  premises at which  Futuremedia  may
                                      perform the Services;

      "Halfords"                      means  Halfords  Limited   (registered  in
                                      England No.  00103161) or its  replacement
                                      from  time to time as  agreed  in  writing
                                      between the parties;

      "Halfords/Royal                 means an  agreement  between  Halfords and
      Mail Agreement"                 the  Client as  amended,  supplemented  or
                                      replaced from time to time;

      "Hire Agreement"                means   an   agreement   between   the
                                      Client   and   an   Employee   for   a
                                      Products   in  the  form  set  out  in
                                      Appendix  C or such  other form as may
                                      be  specified  by the Client from time
                                      to time;

      "Letters of Collection"         means  a  letter  issued  to  an  Employee
                                      entitling  them to purchase  Products to a
                                      set value from Halfords;

      "Master Finance Agreement"      means an agreement  between the Client and
                                      the   Finance    Company,    as   amended,
                                      supplemented  or  replaced  from  time  to
                                      time;

      "Operations Team"               means  the  team  of  four  persons,   two
                                      appointed  by  Futuremedia  and two by the
                                      Client, comprising the Representatives and
                                      assistants who shall perform the functions
                                      set out in Clause 6;

      "Personnel"                     means  the  personnel   designated  by
                                      Futuremedia to perform the Services;

      "Process Model"                 means the Process  Model for the  Products
                                      and which forms part of and is appended to
                                      this   Agreement   at   Appendix   B   and
                                      initialled  by the parties for the purpose
                                      of identification;

      "Processing                     Services"  means the services  relating to
                                      the  processes  and  action   required  to
                                      implement   and  operate  the   Programme,
                                      further  details  of which  are set out in
                                      the Process Model;

      "Product"                       means  a  Bicycle   and   Bicycle   Safety
                                      Equipment provided to Employees as part of
                                      the Services;

      "Programme"                     means the Bikes2Work programme under which
                                      the   Products   are  to  be  offered  and
                                      provided to Employees operated and managed
                                      by  Futuremedia  in  accordance  with this
                                      Agreement;


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      "Project Management Services"   means the services provided by Futuremedia
                                      in    relation    to    the    management,
                                      administration  and  implementation of the
                                      Programme;

      "Promotion Services"            means  the   services   relating   to  the
                                      promotion   only  of  the   Programme   to
                                      Employees,  further  details  of which are
                                      set out in Part 1 of the Process Model;

      "Representative"                means the key contact person or persons of
                                      each  party  who shall be  members  of the
                                      Operations Team;

      "Salary Sacrifice Schemes"      means schemes whereby employers provide or
                                      make Products available to their employees
                                      under an employee benefits scheme designed
                                      to allow the employee to take advantage of
                                      any income tax exemption for that Product,
                                      in  particular  those  provided by section
                                      244 Income Tax (Earnings and Pensions) Act
                                      2003;

      "Services"                      means the  services,  as set out in Clause
                                      2.1,  to  be   provided   by   Futuremedia
                                      pursuant to this Agreement;

      "Service Levels"                means the levels at which  those  specific
                                      services (and their corresponding specific
                                      remedies   for  any  breach)  set  out  at
                                      Schedule 1 are to be performed;

      "Support Services"              means the  services set out in Clauses 3.4
                                      to 3.7 (inclusive); and

      "Term"                          means  the  period  from  the date of this
                                      Agreement  to (and  including)  the Expiry
                                      Date  of this  Agreement  being  the  date
                                      determined in accordance with Clause 11.1.

1.2   In this Agreement (except where the context otherwise requires):

      1.2.1 any  reference to a Clause or Schedule is to the relevant  clause of
            or schedule to this Agreement;

      1.2.2 the clause headings are included for convenience  only and shall not
            affect the interpretation of this Agreement;

      1.2.3 use of the singular includes the plural and vice versa;


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      1.2.4 use of any gender includes the other genders;

      1.2.5 any  reference  to a statute,  statutory  provision  or  subordinate
            legislation   ("legislation")   shall   (except  where  the  context
            otherwise requires) be construed as referring to:

            (a)   such legislation as amended and in force from time to time and
                  to any legislation which (either with or without modification)
                  re-enacts,  consolidates  or enacts in rewritten form any such
                  legislation; and

            (b)   any former  legislation  which it re-enacts,  consolidates  or
                  enacts in rewritten form; and

      1.2.6 any  phrase  introduced  by the terms  "including",  "include",  "in
            particular"  or  any  similar   expression  shall  be  construed  as
            illustrative  and shall  not limit the sense of the words  preceding
            those terms.

2.    THE SERVICES

2.1   The Services shall consist of

      2.1.1 the Promotion Services;

      2.1.2 the Processing Services;

      2.1.3 the Support Services;

      2.1.4 the Project Management Services; and

      2.1.5 the procurement of the Products.

2.2   Futuremedia  shall provide the Services in accordance  with the provisions
      of this  Agreement  and shall meet the Service  Levels.  In the event that
      Futuremedia fails to meet any Service Levels,  Futuremedia shall forthwith
      notify  Royal Mail in writing,  and the  provisions  set out in Schedule 1
      shall apply.

2.3   Futuremedia shall be fully responsible for the administration,  management
      and operation of this Programme and will provide guidance to the Client in
      the  performance  of  the  Client's  tasks  and  obligations   under  this
      Agreement.

2.4   Futuremedia  shall  advise the Client where  necessary  with any inputs or
      services  required  from it under the  provisions  of the Process Model in
      accordance  with  those  provisions  and the  Client  will use  reasonable
      endeavours to perform such inputs or services.

2.5   Futuremedia shall ensure that its provision of Products to Employees shall
      comply with the  provisions of section  244(5) Income Taxes  (Earnings and
      Pensions) Act 2003.

2.6   Futuremedia  shall not offer to provide any Product to Employees  which it
      cannot deliver to the Employee  within 5 days of that Employee  presenting
      the Letter of Collection to Halfords and in the event an Employee orders a
      Product of a  specialist  nature not  commonly  supplied by Halfords  then
      Futuremedia shall procure that Halfords shall agree the delivery date with
      the Employee provided always such date shall not be more than 21 days from
      presentation of the Letter of Collection from the employee.


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3.    PRODUCTS PRICING AND SERVICES

3.1   Futuremedia  shall  ensure  that  prices for the  Products at the time the
      Employee  exchanges the Letter of Collection for the Products are the best
      lowest prices  available  (including any discount or other sale reduction)
      for such Products in any Halfords (or its  replacement  from time to time)
      retail store in the United Kingdom.

3.2   Futuremedia  shall  acquire  the  Products  from  Halfords  or such  other
      supplier as the parties may agree.

3.3   INTENTIONALLY OMITTED.

3.4   If  Futuremedia  supplies a Product to an Employee  which does not conform
      with the  description  in the relevant  Hire  Agreement or  definition  of
      Product,  it shall  promptly  replace it with a Product  which does comply
      with the description or definition.

3.5   Futuremedia shall procure that Halfords shall provide at a Halfords retail
      store in the United  Kingdom a free safety  check,  and shall  perform any
      necessary  adjustments  arising from that safety  check,  for all Bicycles
      supplied to Employees  under the  Futuremedia/Halfords  Agreement and this
      Agreement  six weeks  after  delivery  of a Product to an  Employee at the
      request of the Employee.

3.6   Futuremedia shall operate a telephone enquiry service ("Helpdesk") to deal
      with any queries or complaints  from  Employees who have hired,  or are in
      the process of hiring,  Products and shall transfer through to Halfords at
      its  telephone  enquiry desk  ("Halfords  Helpdesk")  any call relating to
      technical,  delivery,  Product  information  and  specification,   service
      enquiry matters.  Futuremedia  shall procure that the Halfords Helpdesk is
      open and operating  between the hours of 9.00 a.m. and 5.00 p.m. Monday to
      Friday.   Futuremedia   shall  procure  that  Halfords  shall  record  all
      complaints  received about the Products via the Halfords  Helpdesk and all
      other  complaints or queries which it receives  regarding the Products and
      shall report such complaints and queries to Futuremedia. Futuremedia shall
      procure that  Halfords  shall manage and resolve all such  complaints  and
      queries and shall report on the outcome to Futuremedia.  Futuremedia shall
      procure that  Halfords  shall provide the Client with all such reports and
      records upon request from the Client.

3.7   Futuremedia  shall procure that Halfords shall,  provide,  free or charge,
      Bicycle Safety  Equipment to any Employee who hires a Product under a Hire
      Agreement, to the value of 10% of the retail price of the Product.

3.8   Futuremedia  warrants that all Products it provides to Employees  pursuant
      to  this   Agreement  and  each  Hire  Agreement  will  conform  with  the
      description  and definition of the Product and the Hire Agreement and will
      continue to conform to this  description  for the period of 12 months from
      the date on which the Product is  delivered  to the  Employees  hiring the
      Product under the Hire Agreement.


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<PAGE>

3.9   Futuremedia  warrants that all Products provided to Employees  pursuant to
      this Agreement and each Hire Agreement  will be of  satisfactory  quality,
      fit for  purpose  and  free of all  defects  and  will  continue  to be of
      satisfactory  quality,  fit for  purpose  and free of all  defects for the
      period of 12 months from the date on which the Product is delivered to the
      Employee  hiring  the  Product  under the Hire  Agreement  (the  "Warranty
      Period").

3.10  Futuremedia  shall,  without  prejudice  to the Client's  other  remedies,
      promptly  remedy any breach of the  warranties  set out in clauses 3.8 and
      3.9 by repairing or replacing the relevant Products at its own expense and
      to the reasonable  satisfaction of the Client.  Futuremedia  shall provide
      fully  functioning   alternative  Products  whilst  any  breach  is  being
      remedied, such alternatives to be approved in advance by the Client.

3.11  Futuremedia  shall indemnify the Client,  any other companies in its Group
      and their respective directors, officers, agents, employees,  contractors,
      successors  and  assigns  (the   "Indemnified   Parties")  and  keep  them
      indemnified  and held  harmless  from and against any and all direct costs
      (including the costs of enforcement),  expenses (including  reasonable and
      proper legal expenses),  liabilities,  injuries,  losses,  loss of savings
      (including without limitation National Insurance Savings), damages, causes
      of action, claims, demands, proceedings and judgements (including any such
      costs,  expenses,  damages etc.  arising  from death or personal  injury),
      which an  Indemnified  Party  suffers  or incurs or pays as a result of or
      arising out of or in connection with any:

        3.11.1  breach  by  Futuremedia,  any other  companies  in its Group and
                their  respective  directors,   officers,   agents,   employees,
                contractors,  successors and assigns ("Futuremedia  Parties") of
                any of the provisions of this Agreement or any material delay by
                a Futuremedia Party in complying with any such provisions;

        3.11.2  breach by a Futuremedia Party or any warranty in this Agreement;

        3.11.3  claim  made  against  an  Indemnified  Party by any third  party
                arising  out  of or in  connection  with  the  provision  of the
                Services and which is due to the fault of a Futuremedia Party;

        3.11.4  breach of statutory duty by a Futuremedia Party; or

        3.11.5  act, omission, default, statement or negligence of a Futuremedia
                party in connection with the performance of this Agreement.

3.12  Futuremedia  shall keep detailed,  accurate and complete records detailing
      all action it takes in connection  with the performance of its obligations
      under this Agreement.

3.13  The Client shall have full rights to audit  Futuremedia's  compliance with
      the  terms of this  Agreement  and all  records  relating  to the  Scheme.
      Futuremedia  shall  provide  the Client,  on request and at no  additional
      charge, with:


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        3.13.1  reasonable  access to and copies of the  records  referred to in
                Clause 3.12;

        3.13.2  reasonable access to all relevant information,  premises,  data,
                emoployees,  agents, contractors,  sub-contractors and assets at
                all  locations  from which  obligations  of  Halfords  are being
                carried out; and

        3.13.3  all reasonable assistance in carrying out the audit.

3.14  At the Client's reasonable request,  Futuremedia shall make all reasonable
      changes required by, and take any other action  necessitated by, any audit
      or inspection.  Futuremedia shall implement the action at no charge to the
      Client.

3.15  A  material  failure  by  Futuremedia  to  comply  fully  with any  audit,
      including  any failure to comply  fully with Clauses  3.11,  3.12 or 3.13,
      shall be regarded as a material  breach of this  Agreement  which shall be
      subject to Clause 11.3.7.

3.16  Any inspection or audit, or failure to inspect or audit,  shall not in any
      way  relieve  or  release  Futuremedia  from its  obligations  under  this
      Agreement.

3.17  If the Client has a claim (a "Claim") both against Futuremedia and against
      Halfords arising from the same  circumstances in respect of any matter set
      out in Clauses 3.4 to 3.14  inclusive,  the Client  shall take  reasonable
      steps to pursue the Claim against  Halfords before seeking to recover from
      Futuremedia  in respect of the Claim,  but  nothing in this  Clause  shall
      require the Client to exhaust its remedies  against Halfords in respect of
      the Claim before seeking to recover from Furturemedia.

3.18  Futuremedia shall ensure,  and shall procure that Halfords  ensures,  that
      the Products are suitable for the  Programme and for  qualifying  journeys
      (as defined in Section 249 of the Income Tax  (Earnings  and Pensions) Act
      2003.

3.19  Futuremedia  expressly  acknowledges  that  the  Client  has not  made any
      representation  or  warranty  as  to  the  number  of  Employees  who  may
      participate  in the  Programme  or any level of turnover  which may result
      from the Programme.

3.20  Futuremedia  shall use all  reasonable  endeavours  to implement  measures
      agreed between the parties to seek to ensure that Employees do not contact
      the  Client or any  associated  company  for any  reason  relating  to the
      Programme or the Services.  The initial measures to be implemented are set
      out in Appendix E.

3.21  Without prejudice to paragraph 4.1 of the Service Levels, in the event the
      Customer Satisfaction Surveys indicate to the Client dissatisfaction by 5%
      or more of those  Employees  who make  contact  with  Futuremedia  for any
      promotion  period as defined in clauses  5.3 in respect of any  particular
      matter in the Customer  Satisfaction Survey then Futuremedia shall use all
      reasonable endeavours to remedy or improve such matter to the satisfaction
      of the Client.

3.22  The  Parties  shall agree the form of  Customer  Satisfaction  Survey by 8
      March 2005 and in the event the Parties fail to reach such  agreement  the
      Customer  Satisfaction  Survey  shall be as  reasonably  specified  by the
      Client.  In either case the form of wording for the final  question of the
      Customer  Satisfaction  Survey  shall  be in the form  set out  below  the
      Service Levels at Schedule 1.


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3.23  Futuremedia  shall ensure that the value of any Letter of Collection shall
      not exceed (pound)500.

3.24  Futuremedia  shall  ensure  that  no  more  than  10,000  Employees  shall
      participate in the Programme.

3.25  Futuremedia  shall  provide  to the  Client as soon as  practicable  after
      collection  of the Bicycle and Bicycle  Safety  Equipment  by the Employee
      full and  complete  details of the Bicycle and  Bicycle  Safety  Equipment
      delivered to the Employee in order for the Client to keep and maintain its
      asset register.  The parties acknowledge the Client is required to provide
      such details to the Finance  Company under the terms of the Master Finance
      Agreement.

4.    MASTER FINANCE AGREEMENT

4.1   This Agreement shall be subject to and conditional upon:

      4.1.1 the Client and the Finance  Company  having signed a binding  Master
            Finance Agreement;

      4.1.2 the Finance  Company and  Futuremedia  having signed the Futuremedia
            Finance Agreement;

      4.1.3 Futuremedia  and  Halfords  having  signed the  Futuremedia/Halfords
            Agreement; and

      4.1.4 the activities  undertaken under the Hire Agreement being covered by
            the terms of the Client's  Consumer  Credit  Licence  granted by the
            Office of Fair Trading,

            (together the "Conditions").

4.2   If the  Conditions  shall not have  been  fulfilled  by 1 May  2005,  this
      Agreement shall  automatically cease and terminate and neither party shall
      have any claim of any nature whatsoever against the other party.

4.3   The  Client  shall  inform  Futuremedia  in  writing  if a Master  Finance
      Agreement is not in force for each relevant  promotion period  established
      in accordance with Clause 5.

4.4   The prices payable by the Finance Company to Futuremedia in respect of the
      Products shall not exceed the value of the Letters of Collection  included
      in each Delivery List.

4.5   The Client undertakes to pay sums due to the Finance Company in accordance
      with the terms of the Master Finance Agreement.


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4.6   Futuremedia,  or if the context requires procure that Halfords, shall sell
      to the Finance Company such Products as are the subject of Hire Agreements
      and  transfer the  ownership  of the Products to the Finance  Company upon
      payment by the Finance  Company of the invoice sent in connection with the
      Products.

4.7   Futuremedia  shall  not  use  any  Hire  Agreement  and/or  any  ancillary
      brochures  and  literature  which is regulated by the Consumer  Credit Act
      1974 ("CCA  Documents")  until they are approved in writing for use in the
      relevant  promotion  period  (as  defined in clause  5.3) by the  Client's
      external  lawyer  notified to  Futuremedia by the Client from time to time
      (who for the time being shall be Roger Dobson of Eversheds).

4.8   Futuremedia  shall  provide  the  Client's  external  lawyer  with the CCA
      Documents  prior to each promotion  period and shall  implement any change
      and/or  undertake  such  action as is required  by the  Client's  external
      lawyer to enable the  Client's  external  lawyer to provide  the  approval
      required under clause 4.7.

4.9   Futuremedia  shall pay on demand by the Client all reasonable costs of the
      Client's  external  lawyer in respect  of any change to the CCA  Documents
      initiated or requested by  Futuremedia.  Any such change shall require the
      prior written consent of the Client.

5.    TIMING

5.1   Subject to clauses 4.1 and 4.2, the  provisions  of this  Agreement  shall
      become effective upon signature.

5.2   Participation  in the  Programme  shall be  offered  to  Employees  for an
      initial  continuous period at any time between 1 May 2005 and 30 May 2005.
      Futuremedia  shall  ensure  that  no  Employee  shall  participate  in the
      Programme or sign any Hire  Agreement  in respect of such  initial  period
      after 30 May 2005.

5.3   The  Programme  shall,  unless the  parties  otherwise  agree in  writing,
      subsequently  be offered to Employees for periods of 2 calendar  months in
      October/November and March/April ("promotion periods") in each year during
      the term of this Agreement.

5.4   The parties agree that Employees  shall only be entitled to participate in
      the  Programme  if they  have  been an  Employee  and held  their  current
      contract for services with the Client in their current office for at least
      12  calendar  months  by the date of  commencement  of each  offer  period
      specified  in Clauses 5.2 and 5.3. The Client  shall  provide  Futuremedia
      with the data  necessary  to determine  whether  Employees  satisfy  these
      criteria, and Futuremedia shall be under no liability under this Clause in
      respect of the  participation  of any ineligible  Employees in reliance on
      inaccurate data supplied by the Client.

5.5   Futuremedia shall not be obliged to provide the Promotion Services outside
      the promotion periods established in accordance with Clause 5.3, except to
      the extent that such  services  are  reasonably  necessary  for the proper
      provision of the Promotion Services during the periods set out above.


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<PAGE>

5.6   Futuremedia shall provide the Project Management  Services,  the Promotion
      Services,  the Processing  Services,  the Support Services and procure the
      Products until the Expiry Date, and, in the case of the Support  Services,
      thereafter in accordance  with Clause 11.9 or such later date in the event
      services are required to remedy any breach of warranty in this Agreement.

6.    PROJECT MANAGEMENT SERVICES

6.1   Futuremedia shall be responsible for the management of the Services.

6.2   Each party has appointed or shall appoint two  Representatives  as members
      of the Operations Team. One nominated Representative of each party will be
      the  primary   contact  for  the  other  party  and  all   communications,
      documentation  and  materials  relating to the  Agreement  and sent by the
      parties   shall   be  sent  to  the   appropriate   Representative.   Each
      Representative  is  entitled  to  appoint an  assistant  who may attend at
      meetings of the  Operations  Team.  Each party  shall  notify the other in
      writing  promptly  in the  event of any  change in its  Representative  or
      Representative's assistant.

6.3   Futuremedia  shall  convene  regular  meetings of the  Operations  Team to
      review the  performance  of the  Services.  Unless agreed  otherwise,  the
      performance review meetings shall take place quarterly. These reviews will
      take   into    account,    inter    alia,    the    following:    employee
      satisfaction/complaints,   service   levels,   documentation,   management
      information,   after   sales   service  and   administrative   support  by
      Futuremedia,  suitability of the Products and progress of the Services and
      results of any audit/inspection on the Services carried out by the Client.

6.4   The Operations  Team shall be responsible  for reviewing and approving any
      proposed changes to any of the following:

      6.4.1 the  nature  of the  Products  and the  price to be  charged  to the
            Finance Company and payments to be made by the Employee; and

      6.4.2 the identity of the supplier of the Products.

      Any decision of the Operations  Team in relation to the matters set out in
      this Clause 6.4 shall require the consent of the Client,  such consent not
      to be unreasonably withheld or delayed.

6.5   Futuremedia shall:

      6.5.1 provide the Client, at no charge, access to information,  documents,
            systems and equipment used in the provision of the Products in order
            for the  Client  to carry  out such  study as it  reasonably  thinks
            desirable to measure and compare any of the costs of  providing  the
            Products against similar schemes  available in the market from other
            relevant  providers  (provided  that  nothing in this  Clause  shall
            require Futuremedia to disclose any information which would endanger
            the  protection  of any of  Futuremedia's  intellectual  property or
            which is commercially confidential); and


                                       11
<PAGE>

      6.5.2 notify the Client if Futuremedia  or any of its  affiliates  becomes
            aware that the Products are provided by any person to another person
            under terms  which are  materially  more  favourable  or  beneficial
            (taken as a whole) than those given to Employees (taken as a whole),
            provided that, for the purpose of this Clause 6.5  "materially  more
            favourable or beneficial" shall mean, in relation to any costs, that
            such costs are in excess of at least ten (10) per cent  compared  to
            the costs applicable to the Products.

6.6   Upon the Client  becoming  aware that the Products  are being  provided on
      materially more favourable or beneficial  terms, the Client shall have the
      right,  by  notifying  Futuremedia,  to  require  Futuremedia  to take the
      necessary  measure to provide the Products on terms similar to such better
      terms.

6.7   Futuremedia  shall  at  no  charge  provide  the  Client  access  to  such
      information  as may be required for audit and  inspection  purposes  under
      this Agreement.

6.8   For the purpose of this Clause the Representatives, assistants and address
      of each party shall, until amended by notice in writing, be:

      for Royal Mail:                       for Futuremedia:

      Shan Lawrence (Primary Contact)       Stuart Pembery (Primary contact)

      Andrew Dalkin  (assisted by such      Julia  Southward
      person as is notified to
      the parties from time to time)

      Geraldine Ward                        Mark Wilsher

      Lynette David                         (no assistant)

      Address: 148 Old Street,              Brighton, East Sussex BN1 1HW
      London EC1V 9HQ

7.    DELIVERY LIST AND PAYMENT PROCEDURES

7.1   For the  avoidance  of doubt,  the  procedures  relating  to the issue and
      acceptance of Delivery Lists and invoicing and payment by Futuremedia  are
      set out in this Clause 7.

7.2   Futuremedia shall issue to the Client:

      7.2.1 a weekly (or such  other  times  agreed in  writing by the  parties)
            Delivery List for each Products; and

      7.2.2 evidence  that a  Letter  of  Collection  has  been  issued  to each
            relevant employee.

7.3   As soon as  practicable  (and in any event  within 5 Business  Days of
      receipt) the Client will:


                                       12
<PAGE>

      7.3.1 confirm in writing their receipt and  confirmation  of each Delivery
            List  and  evidence  of  the  issue  of  Letters  of  Collection  to
            Futuremedia and to the Finance Company; or

      7.3.2 request Futuremedia to issue a revised Delivery List and evidence of
            the  issue of the  Letters  of  Collection  with any  queried  items
            removed or corrected or properly completed.

      The Client  shall query  items only if it believes  details of those items
      are inconsistent  with Products or there is an error regarding  details of
      Employees or number of the Letters of Collection  issued  pursuant to Hire
      Agreements  or  whether a Letter of  Collection  was in fact  issued to an
      Employee.  The deadline for approval of any re-issued  Delivery List shall
      remain the same as the deadline for the original document.

7.4   After  confirmation  by  the  Client  in  accordance  with  Clause  7.3.1,
      Futuremedia  shall  issue to the  Finance  Company  a weekly  consolidated
      invoice of all amounts due to Futuremedia in respect of items contained in
      each Delivery List confirmed in writing by the Client.

7.5   For the  avoidance  of doubt,  no sums  shall be  payable by the Client to
      Futuremedia  in respect of Letters of Collection  or otherwise  under this
      Agreement  save for any sums  payable  as a result  of any  breach of this
      Agreement.  Payment shall be made by the Client to the Finance  Company in
      accordance with the Master Finance Agreement, and the Finance Company will
      make payments to Futuremedia in accordance with the Futuremedia Agreement.

7.6   Futuremedia  warrants  the  accuracy of each  Delivery  List issued to
      the Client.

7.7   In  the  event  that  Futuremedia   fails  to  meet  any  Service  Levels,
      Futuremedia  shall  forthwith  notify  the  Client  in  writing,  and  the
      provisions set out in Schedule 1 shall apply.

8.    THE CLIENT'S RESPONSIBILITIES

8.1   The Client's responsibilities under this Agreement are as follows:

      8.1.1 the Client shall provide Futuremedia  reasonable access to Employees
            by means of a direct promotional mailing or other  correspondence in
            each case as approved by the Client to enable Futuremedia to perform
            the  Promotion   Services  in  accordance  with  Clause  2  and  the
            provisions set out in Part 1 of the Process Model;

      8.1.2 the  Client  shall  review  Delivery  Lists in  accordance  with the
            provisions of Clause 7;

      8.1.3 The Client shall appoint  Representatives  in accordance with Clause
            6; and

      8.1.4 procure that a Master Finance Agreement is in force not less than 14
            days before the commencement of the promotion period as contemplated
            by Clause 5 or, if later,  by the date when the  Products in respect
            of that promotion period are agreed.


                                       13
<PAGE>

8.2   For the purpose of Clause 8.1.1, the Client shall, where lawful,  possible
      and with the  agreement  of the  Employees,  give  Futuremedia  access  to
      Employees in accordance with clause 8.1.1.

8.3   Futuremedia  acknowledges  that the Client has no  obligations  under this
      Agreement other than the obligations set out in Clauses 8.1 and 8.2.

9.    PERSONAL DATA

9.1   Futuremedia hereby undertakes and warrants:

      9.1.1 to use Data only for the purpose of  providing  the  Services and in
            accordance with instructions  given to Futuremedia from time to time
            by the Client;

      9.1.2 not to use the Data for the benefit of  Futuremedia  or of any third
            party other than pursuant to a further  separate  written  agreement
            with the Client;

      9.1.3 not to copy,  reproduce  or reduce to  writing  any part of the Data
            except  as may be  reasonably  necessary  for the  provision  of the
            Services.  Any such copies  reproductions  or  reductions to writing
            shall be the property of the Client,

      PROVIDED that Futuremedia may use the Data for the purpose of informing an
      Employe  of other  goods or  services  offered  by  Futuremedia  where the
      Employee has expressly agreed that Futuremedia may do so.

9.2   Futuremedia  warrants that it will at all times observe its obligations as
      set out in the DP Legislation. In particular, Futuremedia undertakes to:

      9.2.1 apply to the Data no lesser  security  measures  and  degree of care
            than those  which the  Client  applies  to the Data as  notified  in
            writing by the Client to Futuremedia from time to time;

      9.2.2 take  appropriate  technical  and  organisational  measures  against
            unauthorised or unlawful  processing of Data and against  accidental
            loss or destruction of, or damage to, Data;

      9.2.3 not  transfer  the  Data or any  part  of it  outside  the  European
            Economic Area without the prior written consent of the Client.

9.3   Futuremedia shall permit the Client and/or its authorised  representatives
      to have  access  to its  premises  and to the  Data in its  possession  or
      control, at reasonable times and on reasonable notice, for the purposes of
      verifying  Futuremedia's   compliance  with  its  obligations  under  this
      Agreement.


                                       14
<PAGE>

9.4   Futuremedia  shall  provide any  reasonable  assistance  necessary  to the
      Client to enable the Client to:

      9.4.1 respond to enquiries from or information/enforcement  notices served
            by  the  Information   Commissioner's   Office;   9.4.2  respond  to
            complaints from data subjects; and

      9.4.3 investigate any breach or alleged breach of the DP Legislation.

9.5   Futuremedia hereby indemnifies the Client and holds the Client harmless in
      respect of any loss, damage, costs or expenses incurred by Royal Mail as a
      result of any breach of the DP Legislation by Futuremedia.

9.6   Within one month of  completion of the Services or receipt of a reasonable
      written request from the Client, Futuremedia shall return to the Client or
      destroy  (as the  parties  shall  agree at the  time)  all  documents  and
      materials  (and all copies  thereof)  containing  the Data and  certify in
      writing to the Client that it has complied with the  requirements  of this
      Clause.  Notwithstanding  the  completion of the Services or the return of
      the Data,  Futuremedia  shall continue to be bound by the undertakings set
      out in this Clause.

9.7   The Client  reserves all rights in the Data.  Other than as expressly  set
      out in this  Agreement no right or licence is granted to  Futuremedia  and
      none shall be implied from this Agreement.

9.8   Futuremedia hereby warrants that it holds a valid notification as required
      under the DP Legislation  and that this  notification  is relevant for the
      purpose of the Services.

10.   SUB-CONTRACTING

10.1  Futuremedia  may not  sub-contract  the  provision  of any of the Services
      without the prior  written  consent of the Client,  such consent not to be
      unreasonably withheld or delayed. Any request for consent shall be made to
      the Client's nominated Representative.

10.2  For the  purpose  of  Clause  10.1,  the  Client  hereby  consents  to the
      sub-contracting  of the provision of the telephone  help line forming part
      of the Services in accordance with the provisions of the Process Model.

10.3  Notwithstanding  any  sub-contracting of any of the Services,  Futuremedia
      shall remain  responsible  for the provision of those Services and any act
      or omission of its sub-contractors.

10.4  Futuremedia  shall be fully  responsible  for any act or  omission  of any
      supplier from which  Futuremedia  procures the supply of goods  (including
      without limit the Products) or services under this Agreement.


                                       15
<PAGE>

11.   TERM AND TERMINATION

11.1  This  Agreement  shall come into effect on the date of this Agreement and,
      unless terminated earlier in accordance with the provisions set out below,
      shall continue in force for a period of four years,  unless  terminated by
      either  party giving to the other not less than 3 months',  prior  written
      notice, such notice not to be effective before 4 November 2006. The Client
      shall not enter into any Hire Agreements in connection with this Agreement
      after the Expiry Date.

11.2  Either party may terminate this Agreement  immediately by giving notice in
      writing to the other party if:

        11.2.1  the  other  party  has a  receiver  or  administrative  receiver
                appointed  over  the  whole or any  part of its  undertaking  or
                assets;

        11.2.2  the other party  passes a  resolution  for winding up other than
                for  the   purpose  of  bona  fide   solvent   amalgamation   or
                reconstruction;

        11.2.3  an order  is made for the  appointment  of an  administrator  to
                manage the affairs,  business and property of the other party or
                documents are filed with a court of competent  jurisdiction  for
                the appointment of an administrator of the other party or notice
                of intention to appoint an  administrator  is given by the other
                party or its directors or by a qualified  floating charge holder
                (as defined in paragraph 14 of Schedule B1 to the Insolvency Act
                1986);

        11.2.4  the other party enters into any voluntary  arrangement  with its
                creditors;

        11.2.5  the  other  party  ceases  or  threatens  to  cease  to carry on
                business; or

        11.2.6  the other party is unable to pay its debts as they fall due.

11.3  The Client may terminate  this  Agreement  immediately by giving notice in
      writing to Futuremedia if:

        11.3.1  the  reputation  the Client is damaged as a result of any act or
                omission of  Futuremedia,  its  sub-contractors  or any supplier
                from which it  procures  the supply of goods or  services  under
                this  Agreement  other  than in the  proper  performance  of its
                obligations under this Agreement;

        11.3.2  not less than 10% of the issued share capital of  Futuremedia is
                acquired by a person or persons acting in concert (as defined in
                The City Code on Takeovers and Mergers) who are, in the Client's
                reasonable opinion, competitors of the Client in any of its core
                businesses  of  mail,   postal,   parcel  and  courier  services
                involving the delivery of physical items;

        11.3.3  in the event that  breaches of the Service  Levels in any period
                reach the termination threshold specified in Schedule 1;

        11.3.4  the  tax  treatment  of  the  Programme  is  changed  in  a  way
                materially less advantageous to the Client or Employees;


                                       16
<PAGE>

        11.3.5  the Client exercises its rights under Clause 12;

        11.3.6  the Client's Consumer Credit licence applicable to the scheme is
                withdrawn, revoked or terminated; or

        11.3.7  Futuremedia  is in material  breach of this Agreement as set out
                in Clause 3.15.

11.4  Either party may terminate this Agreement  immediately by giving notice in
      writing to the other party if the other party is in material breach of any
      of its obligations  under the Agreement and fails to remedy the breach (if
      capable of remedy) within thirty days of a written notice so to do.

11.5  Any  termination  of this  Agreement  will not  prejudice  the  rights  or
      remedies of either party,  whether under this Agreement or otherwise,  and
      will not affect any accrued  rights or  liabilities of either party at the
      date of termination.

11.6  Any  termination of this Agreement  however  caused,  shall not affect the
      coming into force or the  continuance  in force of any  provision  of this
      Agreement  which is expressly or by  implication  intended to come into or
      continue in force on or after such termination.

11.7  Upon termination of this Agreement,  both parties shall forthwith  destroy
      or  (at  either   party's   option)  return  all  copies  and  records  of
      Confidential  Information  (including,  without limitation,  all ideas and
      inventions) disclosed by the other party.

11.8  TUPE

        11.8.1  Request for Information

                Futuremedia  will provide the Client with such information as it
                may reasonably request about Futuremedia's  employees engaged on
                the work  covered by this  Agreement  including  their length of
                service,  age, terms and  conditions of  employment,  any claims
                they may have made against  Futuremedia  and any  liabilities of
                whatsoever nature Futuremedia may have towards them.

                Confidentiality Undertaking

                The Client will take all  necessary  precautions  to ensure that
                the  information  referred  to above is  given  only to  service
                providers who have qualified to tender for the future  provision
                of the  services.  The Client  will  require  that such  service
                providers shall treat the  information in confidence;  that they
                shall not  communicate  it except to such  persons  within their
                organisation  and to such  extent  as may be  necessary  for the
                purpose of  preparing  a  response  to an  invitation  to tender
                issued by the  Client;  and that  they  shall not use it for any
                other purpose.

        11.8.2  Futuremedia will not:


                                       17
<PAGE>

                (a)     at any time during the contract period, or any extension
                        of  the  original   contract   period,   move  into  the
                        undertaking  or the  relevant  part  of the  undertaking
                        which   provides  the  Services,   any  persons  in  its
                        employment  who do not meet the  standards  of skill and
                        experience or who are in excess of the number of persons
                        required to perform this Agreement; or

                (b)     during the period of notice, make any substantial change
                        in the terms and  conditions  of  employment  of persons
                        employed to perform this Agreement which is inconsistent
                        with    Futuremedia's    established    employment   and
                        remuneration policies.

        11.8.3  Indemnity

                The Client will not be responsible  for any redundancy  payments
                for the duration of this Agreement  and/or that  Futuremedia may
                incur as a result of termination of the Agreement.

                Should there be held to be a transfer to which TUPE  legislation
                applies,  the Client will not indemnify  Futuremedia against any
                claims arising from transferred employees.

11.9  Notwithstanding  the termination or expiry of this Agreement,  Futuremedia
      shall  continue to provide the Support  Services to each  Employee who has
      received  a  Products  until the  expiry  of 3 years  from the date of the
      delivery of that Products.

12.   STEP-IN RIGHTS

12.1  If Futuremedia is unable to meet its obligations under this Agreement,  or
      the  provisions  of Clause  11.2 apply in respect of  Futuremedia  then it
      shall notify the Client forthwith. Upon notification by Futuremedia, or if
      Futuremedia is unable to meet its  obligations or the provisions of Clause
      11.2  apply  (as the  case  may be) but  Futuremedia  fails  to give  such
      notification, the Client shall:

        12.1.1  have the right to perform all or part of the  relevant  Services
                in place of  Futuremedia  or to secure the  services  of another
                supplier,  by  notice to  Futuremedia  (the  "Step-in  Rights");
                and/or

        12.1.2  require Futuremedia to use all reasonable endeavours to find, by
                a date set by the Client at its own  discretion,  an alternative
                supplier  to perform  all or part of the  relevant  Services  in
                place of Futuremedia (the "Alternative Supplier").

12.2  In the event that the Client exercises its Step-In Right in respect of any
      Services in accordance with Clause 12.1.1:

        12.2.1  the Client  shall not be obliged to accept any further  Delivery
                Lists (except in respect of those  Products  delivered  prior to
                the time of exercise); and


                                       18
<PAGE>

        12.2.2  Futuremedia  shall be liable for and shall pay to the Client all
                costs, charges and expenses incurred by the Client in performing
                such Services.

12.3  In the event that the Client  requires  the Services to be performed by an
      Alternative Supplier in accordance with Clause 12.1.2:

        12.3.1  the Alternative  Supplier and  arrangements  will be notified to
                the Client for approval; and

        12.3.2  Futuremedia  shall procure that  performance by the  Alternative
                Supplier  shall in all respects  meet the  requirements  of this
                Agreement; and

        12.3.3  Futuremedia  shall be  responsible  for paying  the  Alternative
                Supplier any such sums payable to  Futuremedia  from the Finance
                Company  (including  any  difference  between  any  such  amount
                payable to  Futuremedia  and any amount payable by the Client to
                the Alternative Supplier) so far as it may lawfully do so.

12.4  The  arrangements  set out in this Clause 12 shall not prejudice any other
      right or remedy of the Client in respect of any breaches by Futuremedia of
      its obligations under this Agreement.

12.5  Futuremedia  shall  use all  reasonable  endeavours  to  procure  that all
      contracts  and  sub-contracts  entered  into by it for the  purpose of the
      provision  of the  Services  contain  such  provisions  as are  reasonably
      necessary to permit the Client to exercise the rights  granted  under this
      Clause.

12.6  If the Client  exercises its rights under this Clause,  Futuremedia  shall
      provide the Client with such  information and such access to its books and
      records and its employees, and do all such other things, as may reasonably
      be required to enable the Client to continue to provide the  Services  and
      the Products.

13. WARRANTIES

13.1  With regard to the provision of the Services, Futuremedia warrants that in
      performing  the  Services  Futuremedia  shall  use (and  procure  that the
      Personnel  use) and exercise all  reasonable  skill and care in accordance
      with good industry  practice in the performance of its  obligations  under
      this Agreement.

13.2  Futuremedia warrants that it has the rights to grant the rights set out in
      this Agreement.

13.3  Except  as  expressly  stated  in  this  Agreement,   all  warranties  and
      conditions, whether express or implied by statute, common law or otherwise
      (including  but not limited to fitness for  purpose and  suitability)  are
      hereby excluded to the extent permitted by law.

14.   FUTUREMEDIA PERSONNEL

14.1  Futuremedia shall:


                                       19
<PAGE>

        14.1.1  make  reasonable  efforts to maintain  continuity in relation to
                the Personnel; and

        14.1.2  ensure that all of the Personnel  have all the requisite  skill,
                experience,  qualifications  and knowledge  necessary to perform
                the tasks assigned to them and in doing so adopt  reasonable and
                proper  standards  of  behaviour,  and in the event of breach of
                this sub-clause  Futuremedia  shall, upon written request of the
                Client,  rectify the breach by promptly  replacing the Personnel
                concerned.

15.   COMPLIANCE

15.1  Futuremedia  and all Personnel  shall at all times perform the Services in
      compliance with all statutory requirements for health, safety, welfare and
      environmental  protection and shall conform to all relevant laws including
      statutes, regulations and by-laws of local or other authorities.

16.   VARIATIONS

16.1  All variations to the Services  and/or any changes to this Agreement shall
      be  mutually  agreed  in  writing  and  signed  by the  parties  prior  to
      implementation.

17.   SERVICES PERFORMED AT FUTUREMEDIA'S PREMISES

17.1  Subject to not less than 2 Business Days' prior written notice,  where the
      Services or part thereof are carried out at Futuremedia's  Premises or any
      other relevant  premises,  Futuremedia shall ensure that the Client or any
      person  authorised  by it shall be  entitled  to full and free  access  to
      Futuremedia's  Premises  or any  other  relevant  premises  during  normal
      business  hours to carry out any  inspection,  examination  or  testing or
      other  quality  assurance  as  is  reasonably   deemed   necessary.   Such
      inspection,  examination or testing shall not release Futuremedia from any
      obligation under this Agreement.

18.   BIKES2WORK TRADENAME

18.1  Each party  confirms  that it will not object to the other using the trade
      name  "Bikes2Work"  (the  "Name")  for the  purpose  of  exercising  their
      respective  rights and performing their respective  obligations under this
      Agreement, the Futuremedia/Halfords  Agreement and the Halfords/Royal Mail
      Agreement or otherwise.

18.2  Neither party makes any  representation or warranty as to the ownership of
      the Name, and it is expressly acknowledged that the confirmation contained
      in Clause 18.1 is subject to any rights that any third party may have.

19.   CLIENT PROPERTY

19.1  All Client  Property  shall at all times remain the property of the Client
      and  Futuremedia  shall have no rights in and to the said equipment  other
      than as bailee in relation to any Client  Property  held at  Futuremedia's
      Premises.

19.2  Futuremedia undertakes that it shall:


                                       20
<PAGE>

        19.2.1  not use  Client  Property  other than for the  provision  of the
                Services;

        19.2.2  promptly  give  notice  to the  Client of the  happening  of any
                material loss or damage to Client Property;

        19.2.3  co-operate  with the  Client so as to afford  the  Client or its
                authorised representatives access to inspect Client Property;

        19.2.4  at all times keep  Client  Property  in its sole  possession  at
                Futuremedia's Premises and not sell, assign,  mortgage,  charge,
                let or hire that Client Property nor,  without the prior written
                consent of the  Client,  remove or replace or permit the removal
                or  replacement  of Client  Property  or any part  thereof  from
                Futuremedia's Premises;

        19.2.5  operate  Client  Property  properly and in  accordance  with the
                manufacturer's  or supplier's  instructions (as the case may be)
                or other instructions supplied by the Client;

        19.2.6  not modify or alter Client Property; and

        19.2.7  clearly  identify  Client  Property as such and keep it separate
                from other equipment.

19.3  Upon  termination or expiry of this Agreement,  the bailment  contained in
      this Clause shall  terminate  forthwith and  Futuremedia  shall return all
      such Client Property to the possession of the Client. Futuremedia shall be
      responsible for all loss of or damage to Client Property at  Futuremedia's
      Premises (except for any condition properly  attributable to fair wear and
      tear) during the term of the bailment under this Clause.

19.4  Unless otherwise  specified,  any Client Property removed by the Personnel
      from the Client Premises(s) shall be collected there from and re-delivered
      thereto at the expense of Futuremedia,  and from collection until delivery
      shall be at the risk of  Futuremedia.  Delivery  shall be  deemed  to take
      place on  signature  for the items by a  responsible  Client  employee  or
      authorised agent.

19.5  Futuremedia  acknowledges that the Client makes Client Property  available
      to Futuremedia on an as is basis and no warranty,  condition,  undertaking
      or term, express or implied,  statutory or otherwise,  is given or assumed
      by the Client in  relation  to Client  Property  and all such  warranties,
      conditions, undertakings and terms are hereby excluded.

19.6  Unless otherwise  agreed between the parties in writing,  the Client shall
      not charge  Futuremedia for use of any Client Property when it is required
      to enable Futuremedia to deliver the Services.

20.   FUTUREMEDIA PERSONNEL AT THE CLIENT PREMISES

20.1  The Client shall afford to Futuremedia  such access to the Client Premises
      as is  reasonable  and  necessary  for the  performance  of the  Services,
      subject to prior agreement as to date and time.  Futuremedia  shall liaise
      with the Client's  events team on  scheduling of events and road shows for
      the Programme.


                                       21
<PAGE>

20.2  The Client may request and obtain from Futuremedia a list of the Personnel
      attending the Client Premises.

20.3  The Client may refuse  admission  to the Client  Premises to any member of
      the Personnel,  or require any such member to leave such Client  Premises,
      at any time and for any reason.  If the Client  requires any member of the
      Personnel to leave the Client Premises,  Futuremedia  shall ensure that he
      or she  promptly  does so.  Futuremedia  may  claim for  reasonable  costs
      incurred  as a result of  Personnel  not being  allowed  admission  to the
      Client  Premises  or being  required  to leave the Client  Premises  where
      Futuremedia  has  followed all prior  agreed  instructions  and access was
      refused due to an act or omission of the Client.

20.4  While the Personnel attend the Client Premises,  Futuremedia shall use its
      reasonable  endeavours  to ensure that they conform to the Client's  codes
      and regulations,  adopt proper standards of behaviour, and co-operate with
      the Client employees or agents with designate security responsibilities.

20.5  If requested to do so by the Client,  Futuremedia shall provide reasonable
      co-operation to the Client in the preparation of an appropriate health and
      safety  plan and shall use its  reasonable  endeavours  to ensure that the
      Personnel  adhere to such a plan  once it has been  prepared  and  agreed.
      However,  Futuremedia  reserves the right to charge for this on a time and
      materials basis.

20.6  Futuremedia  shall use all  reasonable  endeavours  to ensure  that in the
      provision  of  the  Services  Futuremedia  does  not  interfere  with  the
      operations of the Client,  its employees or agents or any other contractor
      engaged at the Client Premises whether or not Futuremedia is provided with
      sole access to the Client Premises.

20.7  Futuremedia  shall be  responsible  at its own risk  and  expense  for the
      delivery  to,  unloading  at and removal  from the Client  Premises of all
      plant,  equipment  and things of all kinds  necessary for the provision of
      the Services.  Unless otherwise agreed between the parties in writing, all
      such items shall remain the  responsibility  of  Futuremedia  who shall be
      liable for the care,  safety and storage  thereof and shall remove them at
      the end of each visit or collection of visits relating to a single project
      and leave the Client Premises in a clean, tidy and safe condition.

20.8  Futuremedia  shall notify the Client  immediately  of any damage,  loss or
      injury to property or persons  occurring  at the Client  Premises of which
      Futuremedia and/or the Personnel are or ought reasonably to be aware.

21.   INTELLECTUAL PROPERTY RIGHTS

21.1  Where Software is required to enable Client or Employee to obtain the full
      benefit of the Products of the Services Futuremedia hereby agrees to grant
      to the  Client  a  non-exclusive,  non-transferable  licence  to  use  the
      Software for that purpose.


                                       22
<PAGE>

21.2  The Client will not, without  Futuremedia's prior written consent, copy or
      (except as permitted by law)  decompile or modify the  Software,  nor copy
      the manuals or documentation.

21.3  Should the Client  choose to receive  specific  content  from third  party
      suppliers,  then the  Client  will  sign the  content  related  agreements
      reasonably  required  by the owner of the  copyright  in the  Software  to
      protect the owner's interest in that Software.

22.   CONFIDENTIALITY

22.1  Each party (the  receiving  party) shall keep  confidential  and shall not
      disclose  to any third  party any  Confidential  Information  of the other
      party which has been disclosed to it under or pursuant to this  Agreement,
      nor use the same  for any  purpose  other  than  the  performance  of this
      Agreement.  The  receiving  party may  disclose  such  information  to its
      employees,  officers,  advisers and permitted subcontractors to the extent
      necessary for the performance of this Agreement. Futuremedia shall use all
      reasonable  endeavours  to ensure  that all such  persons are aware of and
      comply with these obligations as to  confidentiality  and that they shall,
      if so required, give a written  confidentiality  undertaking to the Client
      in a form prescribed by the Client.

22.2  The provisions of this Clause shall not apply to Confidential  Information
      which:

        22.2.1  is or becomes  publicly  known  otherwise  than as a result of a
                breach of the terms of this Agreement; or

        22.2.2  is  known  to  the  receiving   party  under  no  obligation  of
                confidence, at the time of disclosure by the other party; or

        22.2.3  is  lawfully   obtained  by  the  receiving  party  without  any
                obligation  of  confidence  from a  third  party  who is free to
                divulge the same; or

        22.2.4  is  independently  developed  by  the  receiving  party  without
                reference to any Confidential Information.

22.3  The receiving party may disclose any Confidential Information of the other
      party  to  the  extent  that  it  is  required  to  be  disclosed  to  any
      governmental  or  other  authority  or  regulatory  body or to the  extent
      required by law.

22.4  Upon  request,  and in any  event  upon  expiry  or  termination  of  this
      Agreement for whatever reason,  Futuremedia  shall return forthwith to the
      Client any confidential Information provided under this Agreement. For the
      avoidance  of  doubt,   this  requirement   shall  apply  to  material  or
      information  in whatever form  including,  but not limited to,  electronic
      form and shall include all notes, copies or extracts of the information or
      material,   whether  stored  or  recorded  separately  by  Futuremedia  or
      otherwise.  Futuremedia shall use all reasonable endeavours to ensure that
      any such  information  or material  which has been disclosed to any person
      employed  or  engaged  by   Futuremedia   shall  be  returned   forthwith.
      Futuremedia  shall  certify in writing that the  provisions of this Clause
      have been complied with, if so required by the Client.


                                       23
<PAGE>

22.5  The  obligations  in this Clause  shall  cease to have effect  three years
      after the Expiry Date.

23.   INTELLECTUAL PROPERTY INDEMNITY

23.1  Subject to the  limitation on liability  set out in Clause 24  Futuremedia
      indemnifies  and shall keep  indemnified  the Client  against all damages,
      costs, expenses and losses awarded by the court of competent  jurisdiction
      presiding  over  any  third  party  claim  that  the  possession,  use  or
      exploitation  by the Client of any product  provided by Futuremedia  under
      this  Agreement  or any part of it in  accordance  with the  terms of this
      Agreement, infringe(s) that third party's intellectual property rights, as
      well as any damages  agreed by Futuremedia in settlement of said claim and
      any reasonable  expenses  incurred by the Client in defence of said claim,
      provided that unless otherwise agreed with the Client:

        23.1.1  the  Client  shall  as soon  as  reasonably  practicable  notify
                Futuremedia of any such claim;

        23.1.2  the Client shall lend  Futuremedia all reasonable  assistance in
                the defence of such claim, at the Futuremedia's cost;

        23.1.3  Futuremedia  shall be  exclusively  authorised  to  conduct  the
                defence and/or settlement of such claim;

        23.1.4  the Client shall not make any admission which may be prejudicial
                to the  defence or  settlement  of such claim  without the prior
                written approval of Futuremedia not to be unreasonably  withheld
                or delayed.

23.2  Should the Client  undertake  to conduct  independently  a defence  and/or
      settlement  of any third  party claim  arising  from the  infringement  or
      alleged  infringement  of that  party's  intellectual  property  rights in
      breach of the  procedures  set out in Clause 23.1 it will do so at its own
      risk and expense and will not be able to recover any such  damages,  costs
      and expenses as it may incur from Futuremedia.

23.3  Subject to the  provisions  of Clause  23.2 in the event of a claim  under
      Clause 23.1 which  prevents  the Client from using any product or any part
      of it or them in accordance  with this Agreement,  Futuremedia  shall make
      all reasonable efforts, as soon as reasonably possible to:

        23.3.1  provide the Client with an alternative non-infringing product of
                equivalent or increased  functionality and performance,  for use
                in accordance with this Agreement; or

        23.3.2  obtain for the Client the right to use the product  concerned in
                accordance with this Agreement  without the  infringement of any
                third party intellectual property right; or

        23.3.3  promptly   modify  the  product   without  any   degradation  in
                functionality or performance, so that its use in accordance with
                this  Agreement  does not infringe any third party  intellectual
                property right.


                                       24
<PAGE>

23.4  This Clause states the entire  liability of  Futuremedia  to the Client in
      relation to infringement of intellectual property rights.

24.   LIMITATION OF LIABILITY

24.1  Neither  party  excludes  or  limits  liability  to the other for death or
      personal injury as a result of its negligence.

24.2  Subject to Clause 24.1,  each party's  total  liability in contract,  tort
      (including  negligence  or breach of statutory  duty),  misrepresentation,
      restitution or otherwise,  arising in connection  with the  performance or
      contemplated  performance  of  this  Agreement  shall  be  limited  to the
      aggregate sum of (pound)10,000,000 (ten million pounds).

24.3  The  parties  expressly  agree that  should any  limitation  or  provision
      contained  in this  Clause  be held to be  invalid  under  any  applicable
      statute or rule of law it shall to that  extent be deemed  omitted  but if
      any party thereby  becomes liable for loss or damage which would otherwise
      have  been  excluded  such  liability   shall  be  subject  to  the  other
      limitations and provisions set out herein.

25.   INSURANCE

25.1  Futuremedia  shall take out and  maintain the  insurance  cover set out in
      Schedule  2, or such other  levels as may from time to time be approved by
      the Operations Team.

25.2  Futuremedia  shall  provide  the  Client  with a copy  of  such  insurance
      policies or any  insurance  certificate  giving  details of the  insurance
      cover at any time on request by the Client.

25.3  If Futuremedia fails to take out and maintain  insurance  pursuant to this
      Clause and,  after seven  Business Days of having been requested to comply
      with its  obligations  to do so, has not so complied,  the Client shall be
      entitled to effect such insurance on Futuremedia's  behalf and Futuremedia
      shall on demand reimburse the Client for the premium paid by the Client.

26.   FORCE MAJEURE

26.1  Neither  party  shall be liable to the other for any  failure  or delay in
      performing its obligations hereunder where such failure or delay is caused
      by circumstances beyond the reasonable control of the party concerned.

27.   WAIVER

27.1  In no event shall any delay,  neglect or forbearance on the part of either
      party in enforcing (in whole or in part) any  provision of this  Agreement
      be or be deemed to be a waiver thereof or a waiver of any other  provision
      or  shall  in any way  prejudice  any  right  of  that  party  under  this
      Agreement.


                                       25
<PAGE>

28.   NO AGENCY

28.1  No provision of this  Agreement  creates a partnership  between the Client
      and  Futuremedia  or makes one party the agent of the other  party for any
      purpose.  Neither the Client nor  Futuremedia  has  authority  or power to
      bind,  to agree in the name of, or to create a liability  for the other in
      any way or for any purpose.

29.   NOTICES

29.1  All notices  required or  permitted  under this  Agreement  or required by
      statute,  law or regulation  shall be in writing and shall be deemed to be
      sufficiently  given if delivered by hand, sent by first class prepaid post
      (or  prepaid  airmail  where the address of the  recipient  is outside the
      United Kingdom) or facsimile  transmission or electronic  communication to
      the address or the facsimile number or electronic communication address of
      Futuremedia's Representative or the Client's Representative as appropriate
      (with, in the case of the Client,  in relation to any dispute or breach, a
      copy  addressed to "The Company  Secretary" at the  registered  office) or
      such other address or facsimile number or electronic communication address
      as may  be  subsequently  notified  to  the  other  party  in  writing  in
      accordance with this Clause.

29.2  Any notice shall be deemed to have been served as follows:

        29.2.1  if delivered by hand on a Business  Day, at the time of delivery
                to the address of the recipient;

        29.2.2  if sent by first class prepaid post, two Business Days after the
                date of posting;

        29.2.3  if sent by prepaid airmail,  six Business Days after the date of
                posting;

        29.2.4  if  sent  on  a  Business  Day  by  facsimile   transmission  or
                electronic  communication,  on  successful  transmission  by the
                sender.

29.3  In the  event  that any  address  appearing  in this  Agreement  is, or is
      subsequently  changed to, an address  outside the United Kingdom the party
      whose  address  is  outside  the United  Kingdom  shall  appoint a firm of
      solicitors  resident in England to be its agent and accept  service of all
      legal  process in England  in respect of any matter  arising  out of or in
      connection with this Agreement.  The service of legal process on such firm
      will be deemed to be service on the recipient.

30.   CLIENT TRADE MARKS

30.1  The Client licences Futuremedia to use the Client Trade Marks on the terms
      of the Branding Licence Agreement set out in Appendix D, which the parties
      will be deemed to have entered into on the date of this Agreement.

31.   ENTIRE AGREEMENT

31.1  This Agreement sets out the entire agreement and understanding between the
      parties  relating to the subject matter of this  Agreement.  The terms and
      conditions  set out in this Agreement or implied by statute or by judicial
      decision  take  priority  over  any  other  arrangements,   communications
      (whether verbal or written), representations, warranties whether contained
      in  Futuremedia's  documents or elsewhere  and which relate to the subject
      matter herein.


                                       26
<PAGE>

32.   RECOVERY OF SUMS DUE

32.1  Where Futuremedia owes any sum of money to the Client under this Agreement
      or any  damages  as a result of the  breach  thereof,  the  amount  may be
      deducted from any sum now due or which may become due to Futuremedia under
      this Agreement or any other  contract or agreement  between the Client and
      Futuremedia.

33.   PUBLICITY

33.1  Futuremedia  shall not,  without the written  permission  of then  Client,
      advertise  or  disclose to third  parties  that it is  undertaking  or has
      undertaken  work  for  the  Client  nor  disclose  the  contents  of  this
      Agreement, provided that nothing herein shall prevent:

        33.1.1  any announcement or disclosure required under any applicable law
                or  regulation,   or  any  rule  of  any  applicable  investment
                exchange; or

        33.1.2  the disclosure of any matter which is in the public domain.

34.   GOVERNING LAW AND DISPUTE RESOLUTION

34.1  In the event of any  dispute,  difference  or question  of  interpretation
      arising between the parties, the parties will make all reasonable attempts
      to settle by discussion, referring to management if necessary.

34.2  Subject to the procedure  described in Clause 34.1 being  exhausted if any
      dispute arises out of this  Agreement,  the parties will attempt to settle
      by mediation in accordance  with the Centre for Dispute  Resolution  Model
      Mediation  Procedure.  To initiate a mediation a party must give notice in
      writing to the other party(ies) to the dispute.

34.3  If the  mediation in accordance  with Clause 34.2 fails or is  terminated,
      then the  parties  may agree to refer the  dispute  to an expert for final
      resolution  pursuant  to  Clause  34.4 or any  party  may  commence  court
      proceedings.

34.4  Subject  to  Clause   34.3,   the  dispute  may  be  referred   for  final
      determination  to an expert (the  "Expert") who shall act as an expert and
      not as  arbitrator,  such  referral  and  determination  to take  place as
      follows:

        34.4.1  the Expert  shall be selected by mutual  agreement  or,  failing
                agreement,  within ten (10)  working days after a request by one
                party to the  other,  shall be chosen at the  request  of either
                party by the President of the Law Society who shall be requested
                to choose a suitably  qualified and  experienced  expert for the
                dispute  in  question.  In  connection  with the  conduct of the
                dispute,  the Expert  shall have the widest  discretion  allowed
                under  English  Law to  ensure  a just,  expeditious  and  final
                determination of the dispute.


                                       27
<PAGE>

        34.4.2  Within forty (40) working days after the Expert has accepted the
                appointment,  the parties  shall submit a written  report on the
                dispute to the Expert and to each other and twenty (20)  working
                days  thereafter  shall submit any written  replies they wish to
                make to the Expert and to each other.

        34.4.3  Both  parties   will  then  afford  the  Expert  all   necessary
                assistance  which the Expert  requires to  consider  the dispute
                including  but not  limited to full access to the  Services  and
                Products and any documentation or correspondence relating to the
                Services and the Products.

        34.4.4  The  decision  of the Expert  shall be final and binding and not
                subject to appeal.

        34.4.5  The Expert  shall have the same  powers to require  any party to
                produce any documents or  information to him and the other party
                as an arbitrator and each party shall in any event supply to him
                such  information  which it has and is material to the matter to
                be  resolved  and  which it  could be  required  to  produce  on
                discovery.

        34.4.6  The  fees of the  Expert  shall  be born by the  parties  in the
                proportion  as shall be  determined  by the Expert having regard
                (amongst other things) to the conduct of the parties.

34.5  Subject to Clauses 34.2,  34.3 and 34.4,  this Agreement shall be governed
      by English law and the parties submit to the exclusive jurisdiction of the
      English Courts.

34.6  In the event of conflict,  contradiction,  difference or question  between
      the terms of the main body of this  Agreement  and  Schedule 1 and Process
      Model, the terms of the main body of this Agreement shall prevail.

35.   CORRUPTION AND BRIBERY

35.1  Neither  party  shall give or offer to give  anyone  employed by the other
      party an  inducement  of any kind or any gift that could be  perceived  by
      others to be a bribe.

35.2  Any  breach of the  provisions  of this  Clause  shall be a breach of this
      Agreement which is incapable of remedy.

36.   LANGUAGE

36.1  English shall be the language of this Agreement and all notices, documents
      and communications  relating to this Agreement must be made in the English
      language. In the event that this Agreement or any part of it is translated
      from,  or into,  any other  language,  the English text shall in any event
      prevail.


                                       28
<PAGE>

37.   RECORDS

37.1  Futuremedia shall promptly create and, for a period of six years after the
      Expiry Date,  retain,  adequate paper or electronic records of all matters
      reasonably  relevant  to  this  Agreement  and  Futuremedia's  performance
      hereunder.  Futuremedia shall use all reasonable endeavours to ensure that
      said records are accurate and  comprehensive and are created and stored in
      such a way that their  authenticity  can be subsequently  easily verified.
      Upon  written  request,  Futuremedia  shall allow  representatives  of the
      Client  access to the said  records and shall allow the said records to be
      copied by the said  representatives at the Client's  reasonable cost using
      Futuremedia's onsite copying facilities. Futuremedia shall ensure that any
      subcontractors or other suppliers from whom Futuremedia has procured goods
      and/or services  engaged by Futuremedia for the purposes of this Agreement
      shall  grant the same  rights to the  Client  as those  contained  in this
      Clause.

37.2  Without  prejudice to the  generality  of clause 37.1,  Futuremedia  shall
      prepare and provide to the Client any record,  report or relevant  data in
      connection  with the  Services  as is required by the Client in a form and
      within a timescale as required from time to time by the Client.

38.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

38.1  This Agreement does not create any right  enforceable by any person who is
      not a party,  except that the terms of this  Agreement  may be enforced by
      Employees  subject to and in accordance  with the terms of this  Agreement
      and the Contracts (Rights of Third Parties) Act 1999.

38.2  Notwithstanding  that  any  term  of  this  Agreement  may  be  or  become
      enforceable  by a  person  who is not a party  to it,  the  terms  of this
      Agreement  or any of them  may be  varied,  amended  or  modified  or this
      Agreement  may be  suspended,  cancelled  or  terminated  by  agreement in
      writing  between the parties or this  Agreement  may be rescinded (in each
      case), without the consent of any such third party.

IN WITNESS WHEREOF THIS AGREEMENT was signed on the date set out in page 1.



                                       29
<PAGE>

                                   Schedule 1

                                 Service Levels

FURTHER CHANGES REQUIRED FROM RM

<TABLE>
<CAPTION>
-------------------------- ----------------------------------- ------------------------- -----------------------------
Component                  Service Level                       Futuremedia payment for   Termination Threshold
                                                               not meeting Service
                                                               Level

-------------------------- ----------------------------------- ------------------------- -----------------------------
<S>                        <C>                                 <C>                       <C>
1.2  Telephone enquiry     Answer 80% of calls in less than    GBP5 per call where       See # below
Centre                     30 seconds with an abandonment      service level not
                           rate of < 10% averaged over any     achieved.
                           single promotion.

                           Pre-Collection Enquiry Centre       GBP100 if Enquiry         Enquiry centre not open
                           will be available 0800 till 2000    Centre is not open for    for a period of 48 hours
                           Monday to Friday and 1000 till      a one hour period.        or not available for any
                           1600 on Saturday.                                             aggregate period of 48
                                                                                         hours in a 2 week period.

                           Post-collection Enquiry Centre      GBP100 if Enquiry         Enquiry centre not open for
                           will be available 0800 till 2000    Centre is not open for    a period of 48 hours or not
                           Monday to Friday and 1000 till      a one hour period.        available for any aggregate
                           1600 on Saturday and Sunday.                                  period of 48 hours in a 2
                                                                                         week period.

-------------------------- ----------------------------------- ------------------------- -----------------------------
1.3  Email response        Reply to 80% of emails in less      GBP5 per email where      See # below
service                    than 24 working hours (this         service level not
                           assumes a 12 hour working day)      achieved.

-------------------------- ----------------------------------- ------------------------- -----------------------------
1.4  Provide intranet      Web Servers will aim to be          GBP5 per complaint        See # below
content                    operational 90% of the time.        where service level
                                                               not achieved.

-------------------------- ----------------------------------- ------------------------- -----------------------------
1.9  Distribute            Brochure to be sent to              GBP5 per Employee         See # below
Brochure                   Employee within 5 days of           where service level
                           request                             not achieved.
-------------------------- ----------------------------------- ------------------------- -----------------------------
</TABLE>


                                       30
<PAGE>

<TABLE>
<CAPTION>
-------------------------- ----------------------------------- ------------------------- -----------------------------
<S>                        <C>                                 <C>                       <C>
2.2  Advise                Provide 80% of Employee             GBP5 per Employee         See # below
ineligible Employees       advices within 5 working days       where service level
                                                               not achieved.

-------------------------- ----------------------------------- ------------------------- -----------------------------
2.2A  Advise               No Hire Agreements to be sent       GBP100 per ineligible     5% of Employees who
ineligible Employees       to ineligible Employees             Employee who receives     receive Hire Agreements
                           (unless Futuremedia has relied      a Hire Agreement          in any one promotion
                           on inaccurate data provided by      (unless Futuremedia       period are ineligible
                           the Client)                         has relied on
                                                               inaccurate data
                                                               provided by the
                                                               Client)

-------------------------- ----------------------------------- ------------------------- -----------------------------
2.3  Send Hire             Provide 80% of personalised         GBP5 per Employee         See # below
Agreements                 Hire Agreements to Employees        where service level
                           within 5 days of receiving a        not achieved.
                           completed and eligible
                           application form, phone call
                           or email.

-------------------------- ----------------------------------- ------------------------- -----------------------------
2.3A  Send Hire            100% of personalised Hire           GBP5 per inaccurately     See # below
Agreements                 Agreements to Employees             completed Hire
                           accurately completed                Agreement

-------------------------- ----------------------------------- ------------------------- -----------------------------
2.3B  Send Hire            100% of personalised Hire           GBP100 per Hire           See # below
Agreements                 Agreements to Employees to be       Agreement signed by
                           signed by the Client prior to       Client prior to
                           sending to Employee                 sending to Employee

-------------------------- ----------------------------------- ------------------------- -----------------------------
2.4  Record and scan       Futuremedia will receive            GBP50 per unscanned,      2% of Hire Agreements
Hire Agreements            signed Hire Agreements and          or non-binding or         unscanned or non-binding
                           will scan each one for records.     unsigned Hire or          or unsigned or unrecorded
                                                               unrecorded Agreement      in any one promotion
                                                                                         period

-------------------------- ----------------------------------- ------------------------- -----------------------------
</TABLE>


                                       31
<PAGE>

<TABLE>
<CAPTION>
-------------------------- ----------------------------------- ------------------------- -----------------------------
<S>                        <C>                                 <C>                       <C>
2.4A  Cooling-off          Futuremedia will send               GBP50 per Cooling-Off     Fail to send notices
notice                     Cooling-Off Notices within 5        Notice unsent within      within such 5 day period
                           working days of receiving a         5 days of receiving       to 5% of participating
                           signed Hire Agreement.              signed Hire Agreement     Employees in any one
                                                                                         promotion period.

-------------------------- ----------------------------------- ------------------------- -----------------------------
2.5  Inform Halfords       Futuremedia will advise             GBP50 per day where       2 failures to notify
                           Halfords weekly who have            such notice is            Halfords within such 2
                           completed their cooling off         delayed after such 2      day period in respect of
                           period within 2 working days        day period                any promotion period
                           of the relevant cooling off
                           period

-------------------------- ----------------------------------- ------------------------- -----------------------------
2.6  Despatch Letters      Ensure that Halfords will           GBP5 per Letter of        late or inaccurately
of                         issue Letters of Collections        Collection not issued     completed Letters of
Collection                 within 4 working days of            within such period or     Collection sent to 5% of
                           receipt of the order file           which is inaccurately     participating Employees
                                                               completed when issued     in any one promotion
                                                               to Employee.              period.

-------------------------- ----------------------------------- ------------------------- -----------------------------
2.7  Advise Client         Letters of Collection will be       GBP5 per Employee not     N/A
and Finance Company        valid for a 4 month period          reported to Client
of non-collection          after which Halfords will           within 1 week of the
                           inform the Client and               end of such 4 month
                           Futuremedia of the                  period
                           non-collection

-------------------------- ----------------------------------- ------------------------- -----------------------------
2.8  Halfords              Halfords within 14 days of the      GBP100 on each            N/A
confirms Letters of        issue of the last Letter of         occasion records and
Collection Issued          Collection will reconcile           files not available
                           files sent by Futuremedia on        to Client within 2
                           which they have issued Letters      days of such 14 day
                           of Collection.  The                 period
                           amalgamation of the flies
                           creates a masterfile.  The
                           masterfile is sent to
                           Futuremedia
-------------------------- ----------------------------------- ------------------------- -----------------------------
</TABLE>


                                       32
<PAGE>

<TABLE>
<CAPTION>
-------------------------- ----------------------------------- ------------------------- -----------------------------
<S>                        <C>                                 <C>                       <C>
3.2  Futuremedia           Within 5 days of receipt of         GBP100 on each            N/A
Verifies Halfords List     the masterfile Futuremedia          occasion records and
                           compare the masterfile against      files not available
                           their CRM system to verify          to Client within 2
                           consistency and confirm             days of such 5 day
                           accuracy to Halfords.               period

-------------------------- ----------------------------------- ------------------------- -----------------------------
3.3  Halfords Issues       Within 5 days of Futuremedia        GBP100 on each            N/A
Invoice to Finance         confirming the accuracy of the      occasion records and
Company                    data Halfords will draw up and      files not available
                           issue an invoice to the             to Client within 2
                           Finance Company                     days of such 5 day
                                                               period

-------------------------- ----------------------------------- ------------------------- -----------------------------
3.6  Finance Company       The Finance Company is to           GBP100 on each            N/A
to settle invoice          settle the invoice within 30        occasion records and
                           days of receipt                     files not available
                                                               to Client within 2
                                                               days of such 30 day
                                                               period

-------------------------- ----------------------------------- ------------------------- -----------------------------
4.1  Customer              2. Achieve 80% "Excellent",         GBP500 for each           Less than 50% overall
Satisfaction Survey        "Good" or "Satisfactory"            percentage point          score achieved in any
                           Customer overall satisfaction       below 80%                 promotion period
                           score on the final question of
                           the Customer Satisfaction
                           Survey from the Employees
                           participating in the Programme
                           (which shall be in the form of
                           the wording set out next to
                           the asterisk (*) below this
                           service level table) in
                           respect of each promotion
                           period as specified in clause
                           5.3 in the main body of this
                           Agreement and in respect of
                           such surveys actually received
                           from the Employee.

-------------------------- ----------------------------------- ------------------------- -----------------------------
</TABLE>

                                       33
<PAGE>


#  Termination  threshold  in respect of  clauses  1.2 (save for  Pre-Collection
Enquiry and  Post-Collection  Enquiry),  1.3, 1.4, 1.9, 2.2, 2.3, 2.3A, 2.3B and
2.3C of the service level chart above:

There are complaints in writing from Employees relating to the Service Levels in
clauses 1.2 (save for Pre-Collection Enquiry and Post-Collection  Enquiry), 1.3,
1.4, 1.9, 2.2, 2.3,  2.3A,  2.3B and 2.3C of the service level chart above which
amount in  aggregate  in any  promotion  period to 5% of all  Employees  in such
promotion  period who have  contacted or  attempted  to contact the  Futuremedia
Helpdesk in connection with the Programme.



* Wording for the final question in the Customer  Satisfaction survey for clause
4.1 of the service level chart above

Overall, how would you rate your experience of the Bikes2Work Services including
initial Bikes2Work Programme brochures and information,  ordering, installation,
customer  service,  technical  support  and  the  bicycles  and  bicycle  safety
equipment using the rating scale below:

      Excellent:                    |_|

      Good:                         |_|

      Satisfactory                  |_|

      Less than satisfactory:       |_|

      Poor:                         |_|


                                       34
<PAGE>

                                   Schedule 2

                                Insurance Levels

Futuremedia shall take out and maintain the following insurance cover

Professional Indemnity Insurance:   GBP1 million

Public Liability Insurance:         GBP10 million

Employers Liability Insurance:      GBP10 million


                                       35
<PAGE>

SIGNED for and on behalf of              )

FUTUREMEDIA PLC by:                      )     /s/ Leonard M. Fertig




SIGNED for and on behalf of              )

ROYAL MAIL GROUP PLC by:                 )     /s/ S. Lawrence


                                       36
<PAGE>

                               List of Appendices
                               ------------------

Appendix
--------


A           Form of Delivery List

B           Process Model

C           Hire Agreement & Cooling off notice

D           Royal Mail Branding Licence Agreement

E           Agreed Measures to prevent employees contacting Royal Mail

F           Customer Satisfaction Survey

G           Letter of Collection


                                       37
<PAGE>

<TABLE>
<CAPTION>
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
Projectid  Payroll   Employee Name   Firstname Lastname      Address1         Address2            City        Postalcode   Hardware
           Number

---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
<S>        <C>      <C>              <C>       <C>        <C>             <C>               <C>               <C>          <C>
RMP3       23816932 David Anderson   David     Anderson   5 Priestclose   Oaklands Estate   Prudhoe           NE42 5AQ     A
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       3309074  Neil Argue       Neil      Argue      21 Cambome      Badgers Wood      Plymouth          PL5 4PE      A
                                                          Close
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       29036669 Simon Beasley    Simon     Beasley    19 Blackdown    Loundsley Green   Chesterfield      S40 4QQ      AP
                                                          Avenue
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       24726888 Amanda Boxall    Amanda    Boxall     49              Bishopstoke       Eastleigh         SO50 8QJ     SP
                                                          Templecombe
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       25211179 Harvey           Harvey    Brathwaite 18              Leyton            London            E10 7PP      AP
                    Brathwaite                            Sanderstead
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       23420002 Marianne Bright  Marianne  Bright     Old School      Vemolds Common    CRAVEN ARMS       SY7 9LP      AP
                                                          House
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       22413422 George Brown     George    Brown      122             Locharbriggs      DUMFRIES          DG1 1XW      A
                                                          Bumtscarth
                                                          Green
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       25331716 Dale Callow      Dale      Callow     2 Ackworth                        Sheffield         S9 1WE       L
                                                          Drive
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       202528037Raymond Conway   Raymond   Conway     74B Fenwick                       London            SE15 4HN     LP
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       20918655 Andrew           Andrew    Copperwaite8 Littlestone                     Beckenham         BR3 1UE      AP
                    Copperwaite                           Close
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2537449  Simon Day        Simon     Day        40 Ivy Lane     Eastmoor          Wakefield         WF1 4AP      L
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       23517023 Damian Dunn      Damian    Dunn       3 Stamford                        Wilmslow          SK9 4EB      AP
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       35010295 Amanda Dymond    Amanda    Dymond     6 Firs Drive    Rugby             WARWICKSHIRE      CV22 7AQ     SP
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3,      25815200 Matthew Enright  Matthew   Enright    63                                London            N15 3EJ      A
                                                          Carlingford
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3         66123  Kathleen Feam    Kathleen  Feam       197 Walton                        Walton            S40 3BT      S
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       25012564 Michael Foley    Michael   Foley      2 Milestone     Surbiton Road     Kingston upon     KT1 2JB      LP
                                                          House                             Thames
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       24726774 Peter Gallagher  Peter     Gallaghher 14 All Saints                     Wokingham         RG40 1WE     A
                                                          Close
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2588316  Judex Gungadoo   Judex     Gungadoo   30 Coventon                       Aylesbury         HP19 9JL     LP
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       36013265 Frances Hammell  Frances   Hammell    20 Old                            INVERNESS         IV3 8TR      AP
                                                          Steading Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       21021056 Gary Hancock     Gary      Hancock    8 Terrill                         Evesham           WR11 4JB     AP
                                                          Court
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2346697  Richard Heath    Richard   Heath      38 St                             RHYL              LL18 2HU     A
                                                          Margarets
                                                          Drive
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       25847091 Andrew Hepting   Andrew    Hepting    Flat 6          Verity Court      London            N9 8UL       AP
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       20717815 Robin Hoare      Robin     Hoare      14 Garston                        Newton Abbot      TQ12 2NR     LP
                                                          Avenue
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       23527945 Ginette Huertas  Ginette   Huertas    10A Keswick     Timperley         Altrincham        WA15 7DU     A
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2346023  Hefyn Hughes     Hefyn     Hughes     Glan Y Mor      Conway Road       PENMAENMAWR       LL34 6UY     A
                                                          Newydd
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       20736903 Leandra Hughes   Leandra   Hughes     57 Dudley Road                    Plymouth          PL7 1RY      AP
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2345695  Richard Jones    Richard   Jones      24 Parc Y Llan  Henlland          DENBIGH           LL16 5AS     SP
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       25842877 Betty Jordan     Betty     Jordan     30 Meredith                       London            E13 0EG      AP
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       24816644 Paul Kearney     Paul      Kearney    15 Cartmel                        Southport         PR8 5NX      AP
                                                          Close
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       25330067 Paul Kelly       Paul      Kelly      2 Woodnook                        Leeds             LS16 6DZ     LP
                                                          Drive
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       22422520 Adam Leith       Adam      Leith      54 Pendeen                        Glasgow           G33 4TX      L
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2247390  Duncan           Duncan    MacDonald  85 Kelvin                         LARGS             KA30 9BB     LP
                    MacDonald                             Street
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2508375  James MacDonald  James     MacDonald  107 Timberleys                    Littlehampton     BN17 6QD     LP
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2501040  Stephen Martin   Stephen   Martin     31 Newlands                       East Grinstead    RH19 1LF     AP
                                                          Crescent
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2449828  Amanda McLemon   Amanda    McLemon    55 Webbscroft   Rainham Road      DAGENHAM          RM10 7NL     AP
                                                          Road            North
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       21025853 Trevor Merrick   Trevor    Merrick    12 Hyett Road   Cashes Green      Stroud            GL5 4LW      AP
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       21020515 Michael Morgan   Michael   Morgan     Cae Non                           PENCADER          SA44 4AE     AP
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       25847047 Desire           Desire    Ngendahayo 29 Ritchie      Hazellville Road  London            N19 3LX      A
                    Ngendahayo                            House
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       127111701Andrew Nkrumah   Andrew    Nkrumah    6 Hammond       Maude Road        London            E17 7DQ      AP
                                                          Court
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       23331104 Luke Omenya      Luke      Omenya     16 Rowan Close  Orange Park       Northampton       NN4 5BP      S
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       24813295 Karen Parkinson  Karen     Parkinson  10 Lome Street                    Carlisle          CA2 5DX      AP
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       23513949 Keith Peate      Keith     Peate      7 Garden        Macclesfield      CHESHIRE          SK10 2QW     AP
                                                          Street
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       26624176 Michael Pyra     Michael   Pyra       81 Rushmoor                       Coventry          CV5 8NL      A
                                                          Drive
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       20729029 Richard Rankin   Richard   Rankin     124 Merafield                     Plymouth          PL7 1SJ      AP
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       25228214 Jeremy Self      Jeremy    Self       58 Kennard      Francis           London            SW11 5HU     L
                                                          House           Chichester Way
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2336912  Kim Sharratt     Kim       Sharratt   21 East         Milford           Belper            DE56 0RF     AP
                                                          Terrace
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       22125273 Elizabeth Smith  Elizabeth Smith      4 Dowrie Place  Fettercaim        LAURENCEKIRK      AB30 1YW     SP
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       29029266 Susan Smith      Susan     Smith      30 Fermside                       FELTHAM           TW13 7BL     L
                                                          Avenue
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       25331358 David            David     Staniforth 36 Cowper       Foxhill           Sheffield         S6 1AW       SP
                    Staniforth                            Crescent
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       25210859 Stephen Stock    Stephen   Stock      44 Brunswick    Leyton            London            E10 6RS      A
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       22435030 Jamie Struthers  Jamie     Struthers  132 Queen                         CASTLE DOUGLAS    DG7 1ER      LP
                                                          Street
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       21021743 Dean Sullivan    Dean      Sullivan   32 Bay View     Brynmill          SWANSEA           SA1 4LT      AP
                                                          Terrace
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       22731801 Marylyn Taylor   Marylyn   Taylor     376 Lansbury                      HAYES             UB4 8SP      AP
                                                          Drive
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       3608236  Wayne Taylor     Wayne     Taylor     90 Forest       Townhill Park     Southampton       SO18 2FY     A
                                                          Hills Drive
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       23518154 Darren Thomas    Darren    Thomas     21 Kipling      Sutton Manor      St Helens         WA9 4BN      AP
                                                          Grove
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2101932  Hywel Thomas     Hywel     Thomas     72 Henfaes      Tonna             NEATH             SA11 3EX     AP
                                                          Road
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2581597  Kenneth Walker   Kenneth   Walker     118 Udall                         Romford           RM5 2LA      AP
                                                          Gardens
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2093674  Stuart Welsh     Stuart    Welsh      51 Downs Road                     Folkestone        CT19 5PW     A
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       25839132 Anthony West     Anthony   West       121 Geffrye                       London            N1 6RP       LP
                                                          Court
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       24716739 Daniel Wheeler   Daniel    Wheeler    66 Luker                          Henley-on-Thames  RG9 2EX      LP
                                                          Avenue
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       24729990 Barry Wilkins    Barry     Wilkins    21 Exford                         Southampton       SO18 5DL     AP
                                                          Drive
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       2346057  Darren Williams  Darren    Williams   123 Manod Road                    BLAENAU           LL41 4AH     L
                                                                                            FFESTINIOG
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
RMP3       22731244 Dean Williams    Dean      Williams   1 Gardner Road                    Maidenhead        SL6 7PR      AP
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
SUBP2         2133  James            James     Kettlewell Kirkby          15 New Road       Camforth          LA6 2AA      AP
                    Kettlewell                            Lonsdale PO
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------
SUBP2       102395  Divaykant Patel  Divaykant Patel      Lower           20 Buckland Road  Tadworth          KT20 7DP     AP
                                                          Kingswood PO
---------- -------- ---------------- --------- ---------- --------------- ----------------- ----------------- ------------ ---------

<CAPTION>

-------- ------------ ------------ ------ -------
Software Installation  Hardware    MS     Batch
Bundle      Date        Serial     Office Number
                        Number
-------- ------------ ------------ ------ -------
<S>       <C>           <C>        <C>    <C>
      2   19/02/2005    JH9K91J    No     P3105

-------- ------------ ------------ ------ -------
      3   24/02/2005    3K34G1J    No     P3105

-------- ------------ ------------ ------ -------
      1   08/03/2005    C743J1J    Yes    P4002

-------- ------------ ------------ ------ -------
      3   28/02/2005    8NY0G1J    No     P3105


-------- ------------ ------------ ------ -------
      3   19/02/2005    2WC4G1J    No     P3105


-------- ------------ ------------ ------ -------
      3   25/02/2005    3MHYG1J    No     P3105

-------- ------------ ------------ ------ -------
      3   05/02/2005    C0ZJ91J    Yes    p3095


-------- ------------ ------------ ------ -------
      3   07/03/2005    CJS2J1J    No     P4001

-------- ------------ ------------ ------ -------
      3   24/02/2005    36WMG1J    No     P3105

-------- ------------ ------------ ------ -------
      3   22/02/2005    1RHYG1J    Yes    P3105

-------- ------------ ------------ ------ -------
      2   07/03/2005    HKS2J1J    No     P4001
-------- ------------ ------------ ------ -------
      3   07/03/2005    7543J1J    No     P4001

-------- ------------ ------------ ------ -------
      3   13/12/2004    41LR91J    No     P3051
-------- ------------ ------------ ------ -------
      2   07/03/2005    1D43J1J    No     P4001


-------- ------------ ------------ ------ -------
      3   29/01/2005    3DGR91J    No     P3093

-------- ------------ ------------ ------ -------
      3   08/03/2005    BKS2J1J    Yes    P4002

-------- ------------ ------------ ------ -------
      3   08/03/2005    H543J1J    Yes    P4002

-------- ------------ ------------ ------ -------
      3   07/03/2005    1LS2J1J    No     P4001

-------- ------------ ------------ ------ -------
      2   07/03/2005    F332J1J    Yes    P4002

-------- ------------ ------------ ------ -------
      3   08/03/2005    5843J1J    No     P4002

-------- ------------ ------------ ------ -------
      3   08/02/2005    8C7YG1J    No     P3105


-------- ------------ ------------ ------ -------
      3   07/03/2005    JMHYG1J    No     P4001
-------- ------------ ------------ ------ -------
      3   09/03/2005    9KS2J1J    Yes    P4002

-------- ------------ ------------ ------ -------
      3   07/03/2005    5543J1J    No     P4001

-------- ------------ ------------ ------ -------
      2   24/12/2004    HDRK91J    No     P3105

-------- ------------ ------------ ------ -------
      3   07/03/2005    6C43J1J    Yes    P4002
-------- ------------ ------------ ------ -------
      3   07/02/2005    81SPG1J    No     P3105
-------- ------------ ------------ ------ -------
      3   19/02/2005    GM84G1J    No     P3105

-------- ------------ ------------ ------ -------
      3   08/02/2005    D694G1J    No     P3105

-------- ------------ ------------ ------ -------
      1   07/03/2005    95WMG1J    No     P4001

-------- ------------ ------------ ------ -------
      3   31/01/2005    948LF1J    Yes    P3103

-------- ------------ ------------ ------ -------
      3   28/01/2005    268LF1J    No     P3105

-------- ------------ ------------ ------ -------
      1   23/02/2005    D6WMG1J    Yes    P3105
-------- ------------ ------------ ------ -------
      2   07/03/2005    1C43J1J    No     P4002

-------- ------------ ------------ ------ -------
      3   24/01/2005    FKD4G1J    Yes    P3084

-------- ------------ ------------ ------ -------
      3   06/12/2004    4GLL91J    Yes    P3105
-------- ------------ ------------ ------ -------
      1   07/03/2005    2L7YG1J    No     P4001
-------- ------------ ------------ ------ -------
      3   07/03/2005    3943J1J    No     P4001

-------- ------------ ------------ ------ -------
      2   07/03/2005    5F43J1J    No     P4001

-------- ------------ ------------ ------ -------
      1   31/01/2005    4HY0G1J    Yes    P3105
-------- ------------ ------------ ------ -------
      3   26/02/2005    JPHYG1J    No     P3105
-------- ------------ ------------ ------ -------
      3   23/02/2005    7D84G1J    Yes    P3105

-------- ------------ ------------ ------ -------
      3   03/12/2004    9T6L91J    No     P3105

-------- ------------ ------------ ------ -------
      3   07/03/2005    4343J1J    No     P4002

-------- ------------ ------------ ------ -------
      3   07/03/2005    4LS2J1J    Yes    P4002

-------- ------------ ------------ ------ -------
      3   26/01/2005    3ND4G1J    No     P3090

-------- ------------ ------------ ------ -------
      3   07/03/2005    3JVMF1J    No     P4001
-------- ------------ ------------ ------ -------
      3   07/03/2005    3LS2J1J    No     P4001

-------- ------------ ------------ ------ -------
      2   07/03/2005    8DX0G1J    No     P4001

-------- ------------ ------------ ------ -------
      1   07/03/2005    7943J1J    No     P4001

-------- ------------ ------------ ------ -------
      3   07/03/2005    7LS2J1J    No     P4001

-------- ------------ ------------ ------ -------
      3   07/03/2005    5P84G1J    No     P4001

-------- ------------ ------------ ------ -------
      3   22/02/2005    F77YG1J    No     P3105

-------- ------------ ------------ ------ -------
      3   08/03/2005    7F43J1J    No     P4002

-------- ------------ ------------ ------ -------
      1   26/11/2004    DM9N91J    No     P3105

-------- ------------ ------------ ------ -------
      3   07/03/2005    H332J1J    No     P4001

-------- ------------ ------------ ------ -------
      3   19/02/2005    8F84G1J    No     P3105

-------- ------------ ------------ ------ -------
      2   07/03/2005    DD84G1J    Yes    P4001
-------- ------------ ------------ ------ -------
      3   08/03/2005    3KS2J1J    Yes    P4002

-------- ------------ ------------ ------ -------
      3   07/03/2005    HJS2J1J    Yes    P4001

-------- ------------ ------------ ------ -------
      3   07/03/2005    8843J1J    No     P4001

-------- ------------ ------------ ------ -------
      3   09/02/2005    BDVLF1J    Yes    P3105

-------- ------------ ------------ ------ -------
      3   07/03/2005    HD43J1J    No     P4001
-------- ------------ ------------ ------ -------
      3   08/02/2005    1NHYG1J    Yes    P3105

-------- ------------ ------------ ------ -------
      2   07/03/2005    H443J1J    Yes    P4002

-------- ------------ ------------ ------ -------
</TABLE>


Page 1

<PAGE>

                                   APPENDIX B

             Futuremedia and Halfords Bikes2Work Process Model


Introduction
This Process Model documents the workflow of the Bikes2Work programme.


Stages

1     Programme Promotion

2     Process Employee Order

3     Leasing and Invoicing

4     Support


                                  Page 1 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

1     Programme Promotion


Introduction

Futuremedia  is  responsible  for the promotion of the  Bikes2Work  programme to
Royal Mail employees across the UK.

Objective

The objectives of the Programme Promotion are:

o     To maximise awareness of the opportunity

o     To use all reasonable  endeavours to communicate  the message to all Royal
      Mail employees

o     To  convey  the  health,  wellbeing  and  green  travel  benefits  of  the
      Bikes2Work Scheme

o     To answer any questions from Employees

o     To help  Employees  fully  understand  the  implications  of  joining  the
      Programme.

Processes

1.1   Produce brochure

1.2   Provide telephone enquiry centre

1.3   Provide email response service

1.4   Provide intranet

1.5   Provide creative for in-house publications\

1.6   Write outbound emails

1.7   Provide Salary Sacrifice Calculator

1.8   Send emails

1.9   Distribute brochure

1.10  Hold roadshows along with LFA scheme

Each process has its own Process Description, numbered from 1.1 to 1.10.


                                  Page 2 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

1.1   Produce Brochure


Introduction

Futuremedia  is  responsible  for and is working with Halfords and Royal Mail on
the production of Programme  Literature  that will be distributed to every Royal
Mail employee across the UK.

Objective

The objectives of the Brochure production are:

o     To maximise awareness of the opportunity

o     To  convey  the  health,  wellbeing  and  green  travel  benefits  of  the
      Bikes2Work scheme

o     To explain to Employees how to find out more about the Programme

o     To provide an Application form

Responsible

Futuremedia

Contacts

Team members involved in this activity are:

o     Futuremedia Project Team

o     Halfords

o     RM Project Team and Legal Counsel

Process inputs The process inputs are:

o     Royal Mail literature style guide

Process outputs The process outputs are:

o     Courier Wrap and/or Inserts and/or tray mats

o     Printed brochures

o     The Application form

Quality Issues

The  contents of the above  Process  Outputs  need to be signed off by the Royal
Mail,  Halfords and Futuremedia project team. Accurate and good quality material
of such outputs to be produced and delivered  according to a timescale specified
in writing by the Operations Team.

Quantity/Volume Issues

Brochures  will be  produced  on  demand  (first  batch  print  run to be 10,000
copies). Operations Team to agree on subsequent print runs.


                                  Page 3 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

1.2   Provide Telephone Enquiry Centre

Introduction

Futuremedia  is providing  Employees with the facility to telephone a Bikes2Work
enquiry centre.

Objective

The objectives of the Enquiry Centre are:

o     To answer any questions from Employees

o     To help Employees  fully  understand the  implications  of joining the
      Programme

o     To  provide  an  accurate   take-home   impact  by  using  the  Salary
      Sacrifice Calculator

Responsible

Futuremedia

Contacts

Julie Holden CRM Programme Manager

Process inputs

The process inputs are:

o     Programme Literature

o     Programme FAQs

o     The Salary Sacrifice Calculator

o     The Employee's telephone call

o     CRM system.

Process outputs

The process outputs are:

o     Updated CRM system.

Supplier

Futuremedia and Halfords

Quality Issues

The call centre will be open from:  8:OOam till 8:OOpm Mon - Fri,  10:OOam  till
4:OOpm Sat and Sun..

All calls, with their indicated outcome, will be recorded in a CRM system.

Quantity/Volume Issues

We are planning for up to 5,000 calls per day.

Service Levels

Futuremedia aims to answer 80% of calls in less than 30 seconds.


                                  Page 4 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

1.3   Provide Email Response Service

Introduction

Futuremedia  is  providing  Employees  with the  facility to email a  Bikes2Work
enquiry centre.

Objective

The objectives of the Enquiry Centre are:

o     To answer any questions from Employees

o     To help  Employees  fully  understand  the  implications  of  joining  the
      Programme

o     To  provide an  accurate  take-home  impact by using the Salary  Sacrifice
      Calculator

Process inputs

The process inputs are:

o     Programme Literature

o     Programme FAQs

o     The Salary Sacrifice Calculator o The Employee's inbound email

Process outputs

The process outputs are:

o     An immediate email acknowledgement of the request

o     A clear and comprehensive reply to the enquiry

Supplier

Futuremedia in association with Halfords

Quality Issues

The call centre staff will reply to emails during slack periods, see 1.2.

A  Futuremedia  employee  will be  dedicated  to  managing  and  supporting  the
provision of this service.

All emails and their responses will be recorded in Futuremedia's CRM system.

Quantity/Volume Issues

We expect less than 200 emails per day.

Service Levels

Futuremedia's systems will acknowledge emails automatically.

We aim to reply to 80% of emails in less than 24 working hours.


                                  Page 5 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

1.4   Provide intranet content

Introduction

Futuremedia is providing Employees with the facility to access information about
the Bikes2Work scheme through the intranet.

Objective

The objectives of the Intranet are:

o     To  convey  the  health,  wellbeing  and  green  travel  benefits  of  the
      Bikes2Work scheme well as the benefit of cheap cycling

o     To answer any questions from Employees

o     To help  Employees  fully  understand  the  implications  of  joining  the
      Programme

o     To  provide an  accurate  take-home  impact by using the Salary  Sacrifice
      Calculator

Process inputs

The process inputs are:

o     Programme Literature

o     Programme FAQs

o     The Salary Sacrifice Calculator

Process outputs

The enquiry website will enable paperless ordering and Hire Agreement signing.

Supplier

Futuremedia

Quality Issues

Futuremedia  pic core Service  Delivery will manage and support the provision of
this service. Futuremedia will host the content.

Site statistics will be recorded.

Quantity/Volume Issues

The salary sacrifice calculator will work with up to 150 concurrent visitors.

Service Levels

Web Servers will aim to be operational 95% of the time.


                                  Page 6 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

1.5   Provide Creative for in-house publications

Introduction

Futuremedia is to provide creative for Royal Mail internal publications.

Objective

The objectives are:

o     To maximise awareness of the opportunity

o     To  convey  the  health,  wellbeing  and  green  travel  benefits  of  the
      Bikes2Work scheme well as the benefit of cheap cycling

o     To explain to Employees when the programme launches

o     To explain to Employees how to find out more about the Programme

Process inputs

The process inputs are:

o     Royal Mail style guide

Process outputs

The process outputs are:

o     Creative copy

Supplier

Futuremedia

Quality Issues

The content of the creative  needs to be signed off by Royal Mail,  Halfords and
the Futuremedia project team.


                                  Page 7 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

1.6   Write Outbound Emails

Introduction

Royal Mail will be emailing Employees with details of the Bikes2Work programme.

Objective

The objectives of the Email are:

o     To maximise awareness of the opportunity

o     To  convey  the  health,  wellbeing  and  green  travel  benefits  of  the
      Bikes2Work scheme as well as the benefit of cheap cycling

o     To explain to Employees how to find out more about the Programme

o     To provide a link to the intranet

Process inputs

The process inputs are:

o     Copy

o     Intranet details

Process outputs

The process outputs are:

o     Email copy

o     Printed emails (through a team cascade)

Supplier

Futuremedia

Quality Issues

The  content  of the  creative  needs to be  signed  off by  Royal  Mail and the
Futuremedia project team.


                                  Page 8 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

1.7   Provide Salary Sacrifice Calculator

Introduction

Futuremedia is providing a Salary Sacrifice  Calculator  through which Employees
can get an accurate forecast of the impact in take home pay.

Objective

The objectives of the Salary Sacrifice Calculator are:

o     To provide an accurate forecast of the impact in take home pay.


Process inputs

The process inputs are:

o     Tax tables

o     Pension scheme details

Process outputs

The process outputs are:

o     A Flash application that can run on the intranet or on a PC

o     A pre-printed calculator (like a ready reckoner).


Supplier (reports to)

BDO Stoy Hayward reports to Futuremedia

Quality Issues

To be signed off by Tax.

                                  Page 9 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

1.8   Send Outbound Emails

Introduction

Royal mail with the  assistance of Futuremedia  will be emailing  Employees with
details of the Bikes2Work programme. This is the sending process.

Objective

The objectives of the Email are:

o     To maximise awareness of the opportunity

o     To  convey  the  health,  wellbeing  and  green  travel  benefits  of  the
      Bikes2Work scheme well as the benefit of cheap cycling

o     To explain to Employees how to find out more about the-Programme

o     To provide a link to the intranet

Process inputs

The process input is:

o     The approved email content.

Process outputs

The process output is:

o     The sent email

Supplier

Royal Mail and Futuremedia


                                 Page 10 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

1.9   Distribute Brochure

Introduction

Futuremedia is to distribute the Bikes2Work brochure to interested employees.

Objective

The objective of the delivery is:

o     To distribute the brochure to interested Employees.

Process inputs

The process input are:

o     Programme Brochures

Process outputs

The process outputs are:

o     Delivered Brochures.

Supplier (reports to)

Royal Mail and Futuremedia

Quality Issues

It is important that the brochure reaches all interested employees.

Service Levels

Brochure to be sent to Employee within 5 days of request


                                 Page 11 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

1.10  Hold Roadshows

Introduction

Futuremedia  is going to visit selected  locations  across the UK in conjunction
with the Learning for All scheme.

Objective

The objectives of the roadshows are:

o     To  convey  the  health,  wellbeing  and  green  travel  benefits  of  the
      Bikes2Work scheme well as the benefit of cheap cycling

o     To answer any questions from Employees

o     To help  Employees  fully  understand  the  implications  of  joining  the
      Programme

o     To  provide an  accurate  take-home  impact by using the Salary  Sacrifice
      Calculator

o     To help staff complete Applications

Process inputs

The process inputs are:

o     Programme Literature

o     Programme FAQs

o     The Salary Sacrifice Calculator

o     Demonstration bicycles and cycling safety equipment

Process outputs

The process outputs are:

o     Completed Hire Agreements/Orders

Supplier

Futuremedia

Quality Issues

The roadshows will be pre-announced and held at specific dates and times.

Roadshow performance, including number of attendees and potential outcomes, will
be reported to Royal Mail

Quantity/Volume Issues

We expect to be holding over 24 roadshows over the promotional period.


                                 Page 12 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

2     Process Employee Order

Introduction

Futuremedia  shall  manage and  operate  the  Employee  Order  process  with the
assistance of Royal Mail and Halfords.

Objective

The objectives of processing an Order are:

o     To ensure  that an  Application  is  fulfilled  within the agreed  service
      levels

o     To ensure appropriate cashflow

Processes

2.1   Receive Application

2.2   Advise Ineligible Employee

2.3   Send Hire Agreement

2.4   Receive Hire Agreement

2.5   Advise Halfords

2.6   Halfords issue LoC

2.7 Employee takes Loc to store and obtains bicycle and cycle safety equipment.

Each process has its own Process Description, numbered from 2.1 to 2.6.


                                 Page 13 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

2.1   Receive Applications

Introduction

Futuremedia will receive Application forms.

Objective

The objectives of this activity are:

o     To provide a centralised document recording facility o

o     To scan the document and attach to the CRM system

o     To check employee eligibility

Responsible

Futuremedia

Contacts

Team members involved in this activity are:

o     Futuremedia office staff

Process inputs

The process inputs are:

o     Application form

o     Employee's eligibility

Process outputs

The process outputs are:

o     Scanned Application form

o     Updated CRM system

Quantity/Volume Issues

We may receive up to 1,000 Applications every day.


                                 Page 14 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

2.2   Advise Ineligible Employees

Introduction

Futuremedia will advise ineligible employees that they cannot join the Programme
at this time.  We will also ask the  Employee if they would like to be contacted
about a future Programme once they have become eligible.

Objective

The objectives of this communication are:

o     To minimise the Employee's disappointment

o     To provide the opportunity of later eligibility

Responsible

Futuremedia

Contacts

Team members involved in this activity are:

o     Futuremedia office staff.

Process inputs

The process inputs are:

o     Employee Eligibility data

o     Application form

o     CRM system

Process outputs

The process outputs are:

o     Employee  notification.  We will use an approved  script and letter t
      inform ineligibility.

o     Opt-in for a future invitation

o     Updated CRM system

Quantity/Volume Issues

We anticipate 10% of Applications  to fall into this process,  based on previous
historical data.

Service Levels

80% of Hire Agreements to be provided within 5 working days.

No Hire Agreements to be sent to ineligible Employees


                                 Page 15 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

2.3   Send Hire Agreement

Introduction

On receipt of an eligible  Application,  Futuremedia will produce a personalised
Hire Agreement signed by Royal Mail and send it to the Employee for return.

Objective

The objective of this process is:

o     To send a personalised  and correctly  completed Hire Agreement  which has
      been signed by Royal Mail to the Employee.

Responsible

Futuremedia

Contacts

Team members involved in this activity are:

o     Futuremedia office staff

Process inputs

The process input is:

o     An eligible Application

Process outputs

The process output is:

o     Personalised Hire Agreement signed by Royal Mail

Service Levels

Futuremedia will send personalised and correctly completed Hire Agreements which
have been signed by Royal Mail within 5 working days of receiving a complete and
eligible Application.

95% of Hire  Agreements  to be  accurately  completed  and  personalised  by
Futuremedia

Futuremedia  are  responsible  for ensuring 100% of such Hire Agreements are
signed by Royal Mail


                                 Page 16 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

2.4   Receive Hire Agreement

Introduction

Futuremedia  will receive Hire Agreements  signed by the Employees and check the
agreement is correctly signed by Employees and binding on the Employee and Royal
Mail.

Objective

The objective of this process is:

o     To record and file Hire Agreements.

Responsible

Futuremedia

Contacts

Team members involved in this activity are:

o     Futuremedia office staff

Process inputs

The process input is:

o     A signed Hire Agreement

Process outputs

The process output is:

o     Updated CRM system

Quantity/Volume Issues

N/a.

Service Levels

Futuremedia will scan and retain on record every Hire Agreement.


                                 Page 17 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

2.4a  Send cooling-off letter

Introduction

On receipt  of a signed  Hire  Agreement  Futuremedia  will send the  Employee a
Consumer Credit Act (CCA) compliant Cooling-Off Notice.

Objective

The objectives of this process are:

o     To inform the Employees of their rights;

o     To comply with the CCA.

Responsible

Futuremedia

Contacts

Team members involved in this activity are:

o     Futuremedia office staff

Process inputs

The process input is:

o     A signed Hire Agreement

Process outputs

The process output is:

o     Posted Cooling-Off Notice

Quantity/Volume Issues

N/a.

Service Levels

Futuremedia  will send  Cooling-Off  Notices  for all Hire  Agreements  within 5
working days of receiving a signed Hire Agreement.


                                 Page 18 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

2.5   Advise Halfords

Introduction

Futuremedia  have  procured  the services of Halfords to assist  Futuremedia  in
managing the logistics of the issue of the Letter of Collection.

Objective

The objectives of the advice are:

o     To initiate the process of issue of the Letter of Collection

Responsible

Futuremedia

Contacts

Team members involved in this activity are:

o     Futuremedia office staff

Process inputs

The process inputs are:

o     Futuremedia send order file to Halfords

o     Applications

o     Updated CRM system

Process outputs

The process outputs are:

o     Acknowledgement of Receipt of order file from Futuremedia by Halfords

Service Levels

Futuremedia to send accurate  details of all binding Hire Agreements in the
order file to Halfords


                                 Page 19 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

2.6   Halfords issue Letter of Collection

Objective

On receipt of order file  Futuremedia  will ensure that  Halfords will print and
issue Letters of Collection to Employees home address. The wording of the Letter
of Collection will have already been approved by Royal Mail

Responsible

Futuremedia  (to procure  Halfords  print and issue Letters of Collection t
Employees home address)

Process Inputs

Futuremedia  will  provide an excel  spreadsheet  on a periodic  basis as scheme
goes-live,  via  e-mail,  which  will be  version  controlled  and  include  the
following items:

o     Unique User identifier

o     Contact names, numbers and e-mail addresses.

o     Locations/Addresses

o     Option requirements per customer by code.

Changes and/or  additions to this spreadsheet will be forwarded to Halfords with
a Change Log attached.

Process Outputs

o A copy of the working  schedule will be provided to Futuremedia.  o o Halfords
will send written Letter of Collection to the Employee.


Quality Issues

N/A

Quantity/Volume Issues

Halfords can issue 1000 Letters of Collection per day

Service Levels

Futuremedia  to ensure  Halfords will issue Letters of Collection to Employees s
within 4 working days of receipt of the order file

100% of Letters of Collection accurately completed


                                 Page 20 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

2.7   Employee  takes  Loc  to  store  and  obtains  bicycle  and  cycle  safety
      equipment.

Objective

Employee collects  Products from a store of the employees  choice.  Halfords can
home deliver but this will be an extra over cost to the employee of (pound)14

Responsible

Futuremedia assisted by Halfords

Process Inputs

Halfords  ensures  stock is  available  within the store  network.  Stock can be
obtained from other store  locations.  Special order bikes can also be obtained.
Halfords  provide a dedicated  call centre at Head Office (08700 660511) via the
Futuremedia  Helpdesk to facilitate stock control / special order and sold order
availability

Process Outputs

o     Employee takes Products away

o     Store send Letter of Collection  tear off return to Halfords  Business
      Services

Volume/Quantity Issues

There are no volume/quantity issues.

Service Levels

The Loc will be valid for a 4 month  period.  At the end of the 4 month  period,
Halfords will be able to inform Royal mail / FutureMedia  of employees that have
not collected.


                                 Page 21 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

3     Leasing and Invoicing

Introduction

On issue of the final Letter of  Collection  Halfords  will  reconcile the files
provided by Futuremedia  during. the selection period into one master file. This
will be sent to Futuremedia  who will carry out a parity audit.  The master file
will be the  document  on which  the  invoice  is  based.  The  invoice  will be
calculated  on the basis of the total  value of the Letters of  Collection.  The
invoice will be issued to the leasing company who will be given 30 days to pay

Objective

The objectives of processing an Order are:

o     To ensure that the invoice is accurately prepared for all parties

o     To ensure appropriate cash flow

Processes

3.1   Halfords reconcile files to create master file

3.2   Futuremedia carry out Parity audit

3.3   Halfords issue invoice to leasing company

3.4   Leasing Company settle invoice


                                 Page 22 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

3.1   Halfords create Master file

Introduction

Futuremedia  to ensure  Halfords to reconcile  files (and  Futuremedia to ensure
Halfords  do so) sent by  Futuremedia  on which  they  have  issued  Letters  of
Collection.  The amalgamation of the files creates a masterfile.  The masterfile
is sent to Futuremedia

Objective

The objective of this process is:

o     To create a document on the basis of which to invoice

Responsible

Futuremedia assisted by Halfords

Contacts

Team members involved in this activity are:

o     Halfords Office Staff

Process inputs

The process input is:

o     Reconciled files

Process outputs

The process output is:

o     A masterfile

Quality Issues

Payment will not be made without an issue of LoC

Quantity/Volume Issues There will be one masterfile

Service Levels

To be completed and  masterfile  made  available to Royal Mail within 14 working
days of issue of last LoC


                                 Page 23 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

3.2   Futuremedia carry out parity audit

Introduction

Futuremedia   compare  the  masterfile   against  their  CRM  system  to  verify
consistency and confirm accuracy to Halfords and Royal Mail.

Objective

The objective of this process is:

o     To verify the document on the basis of which to invoice

Responsible

Futuremedia

Contacts

Team members involved in this activity are:

o     Futuremedia office staff

Process inputs

The process input is:

o     Masterfile

o     CRM

Process outputs

The process output is:

o     A verified masterfile

Quality Issues

Accurate masterfile

Quantity/Volume Issues

There will be one verified masterfile

Service Levels

Accurate masterfile to be completed within 5 working days of receipt


                                 Page 24 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

3.3   Halfords issue invoice to leasing company

Introduction

Futuremedia  to ensure  Halfords  draw up  invoice  on basis of total of the
value of the LoCs

Objective

The objective of this process is:

o     To issue the invoice to the leasing company

Responsible

Futuremedia assisted by Halfords

Contacts

Team members involved in this activity are:

o     Futuremedia office staff

Process inputs

The process input is:

o     Masterfile

Process outputs

The process output is:

o     An Invoice

Quality Issues

Accurate invoice

Service Levels

To be completed within 5 working days accuracy verification


                                 Page 25 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

3.6   Settle Invoice

Introduction

The Leasing  Company will settle invoice by paying  Futuremedia  full amount and
Futuremedia will account to Halfords for 93% of the value of the invoice.

Objective

The objective of this process is:

o     To settle Futuremedia invoice

Responsible

Leasing Company

Contacts

Team members involved in this activity are:

o     Stuart Beaton

Process inputs

The process input is:

o     An approved invoice

Process outputs

The process output is:

o     Payment

Quality Issues

Payment will not be made  without an accurate  and valid VAT invoice  based on a
complete and accurate masterfile.

Quantity/Volume Issues

There  will be one  invoice  issued  once the final  LoC has been  issued by
Halfords


                                 Page 26 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

4     Support

Introduction

Futuremedia is responsible for post-delivery Employee support.

Objective

The objectives of the post-delivery support are:

o     To ensure that an Employee  support is  provided  in  accordance  with the
      Agreement

Processes

4.1   Support Employee

4.2   Resolve issues

Each process has its own Process Description, numbered from 4.1 to 4.2.

Service level

Futuremedia to resolve issues promptly and courteously.


                                 Page 27 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

4.1   Support Employee

Introduction

Futuremedia  and  Halfords  will  support  every  Employee  to  ensure  that the
Bikes2Work Programme is meeting their expectations.

Objective

The objectives of the process are:

o     To ensure that an warranty is provided

o     To provide a feedback process to Royal Mail

o     To provide an opportunity to resolve any outstanding issues

o     To advise the Employee how to obtain warranty support

Responsible

Futuremedia assisted by Halfords

Contacts

Team members involved in this activity are:



Process inputs

The process inputs are:

o     Customer details

o     CRM System data

Process outputs

The process outputs are:

o     Resolved issues

o     Feedback schedule

o     Updated CRM System data


                                 Page 28 of 29
<PAGE>

Futuremedia and Halfords Bikes2Work Programme

4.2 Resolve Issues

Introduction

Futuremedia  and  Halfords  will attempt to resolve any issues with issue of LoC
and subsequent redemption

Objective

The objective of this process is:

o     To resolve any outstanding issues.

Responsible

Futuremedia assisted by Halfords

Contacts

Team members involved in this activity are:

o     Futuremedia and Halfords office staff

Process inputs

The process inputs are:

o     CRM System data

Process outputs

The process outputs are:

o     Resolved Issues

o     Happy Employee

o     Updated CRM request

o     Feedback to Halfords and or Futuremedia

Quality Issues

We will  feedback  issues and  resolving  actions to Royal Mail and Halfords and
monitor ongoing improvement.


                                 Page 29 of 29
<PAGE>

Hire Agreement regulated by the Consumer Credit Act 1974

                                                   Send this copy to Futuremedia

This  Bikes2Work  hire  agreement is made between  Royal Mail Group plc, 148 Old
Street, London EC1V 9HQ (the "Company"),  and you as detailed below (the "Hirer)
for the hire to you of the goods  described below (the "Goods") on the terms set
out below and overleaf.

Details of Hirer
--------------------------------------------------------------------------------

[Contact Firstname] [Contact Lastname]
[Address Address1]
[Address Address2]
[Address-City]
[Address State]
[Address Postalcode]

Home Tel [Contact Homephone]
Work Tel: [Contact Work Phone]
Mobile: [Contact Mobile]


Member No. [Contact Contactid]
Order Number: [Opportunityid]

--------------------------------------------------------------------------------
FINANCIAL AND RELATED PARTICULARS
--------------------------------------------------------------------------------
                                      |
[New SalesLogix.SQL Fiel]             |
                                      |
                                      |
                                      |-----------------------------------------
Hire period

A fixed period of 18 months commencing on the date that the Letter of Collection
("LoC") is dispatched.

It is a  condition  of the Hire  Agreement  that you agree to reduce  your gross
salary.  See  "Changes  to  Employment  Contract"  provisions  in the  Terms and
Conditions overleaf.

At the end of the 18 month period

At the end of the 18  month  period,  you may be asked  to  cover  the  costs of
collecting  and  disposing  of the  Bicycle or the Bicycle may be sold at a fair
market value. These costs are currently estimated at (pound)35.00 (inc VAT). The
sale of the Bicycle is subject to a separate  agreement  entered  into after the
conclusion  of the hire  period.  We will not commit to  expressly  selling  the
equipment to you.

Salary Sacrifice

The Company has a salary sacrifice arrangement whereby your salary is reduced to
fund the  provision of the Bicycle and which saves PAYE and National  Insurance.
The exact saving will vary depending on your personal circumstances. This amount
can be confirmed by calling the Enquiry  Centre on 08700 170 520.  Early leavers
from this scheme will be liable to pay compensation (see Early Leavers provision
in the Terms and Conditions overleaf).

Hirer's Offer and Declaration

You (1) acknowledge that you selected the value of your LoC (2) warrant that the
details of the Hirer are correct; (3) acknowledge your awareness of the terms of
this  agreement  below and overleaf;  (4) confirm that the use of the Bicycle(s)
contained in the Bicycle  Package  will be mainly for  Commuting  purposes  (see
Definitions provision in Terms and Conditions Overleaf).
--------------------------------------------------------------------------------
I confirm that the use of the Bicycle(s)  contained in the Bicycle  Package will
be  mainly  for  Commuting  purposes  (see  Definitions  provision  in Terms and
Conditions overleaf).
--------------------------------------------------------------------------------
Signed for and on behalf of Royal Mail Group plc

/s/ A. Brears
--------------------------------------------------------------------------------
This is a Hire Agreement regulated by the Consumer Credit Act 1974. Sign it only
if you want to be legally bound by its terms.

Signature(s) of Hirer(s):

Date(s) of signature(s):

Under this agreement the goods do not become your property and you must not sell
them.
--------------------------------------------------------------------------------
YOUR RIGHT TO CANCEL

Once you have signed this  agreement,  you will have for a short time a right to
cancel it. Exact  details of how and when you can do this will be sent to you by
post by the owner.
--------------------------------------------------------------------------------


<PAGE>

Terms and Conditions

Introduction

Royal  Mail  Group  plo  ("the  Company")  with the  advice  and  assistance  of
Futuremedia Plc  ("Futuremedia"),  has  established  the Bikes2Work  Scheme (the
"Scheme") to provide  Bicycles and Bicycle Safety  Equipment to employees of the
Company for private use and Commuting.  These terms and conditions together with
the provisions on the reverse side (collectively referred to as "the Agreement")
comprise the terms and  conditions of your  Consumer  Hire  Agreement and salary
sacrifice request.

The BIkes2Work Agreement

By entering into this Agreement you have agreed to enter into a salary sacrifice
agreement  for a fixed  period of 18 months.  Under the  Agreement,  you will be
provided  with the use of a Bicycle of your  choice and (f you  choose)  Bicycle
Safety  Equipment to meet your specific  Commuting and private needs  (hereafter
referred to as your "Bicycle Package").  The Bicycle Package will be supplied to
you for a fixed  period of 18  months.  The value you  select as your  Letter of
Collection ("LoC"), determines the amount by which your gross salary is reduced.

By entering into this Agreement you are confirming that

o     The Bicycle Package is for use by you; and

o     The use of the Bicycle contained in the Bicycle Package will be mainly for
      Commuting purposes (as defined below)

The Bicycle Package will be provided by Halfords.  Whilst  participating  in the
Agreement,  the Bicycle  Package  remains the  property of the Company (or their
nominated  agents)  and you may not profit  from,  transfer,  sell or  otherwise
dispose of the  Bicycle  Package.  You may not obtain a Bicycle  Package for any
purpose other than your own Commuting and private use.

      On entering  into this  Agreement you will be provided with a LoC. The LoC
is the  mechanism by which you can obtain the Bicycle  from any Halfords  store.
The LoC is not redeemable for any other purpose,  and may not be redeemed by any
other  person  with or  without  your  authority.  The LoC will be issued  for a
specific fixed monetary value, the minimum value being (pound)100  increasing in
increments  of (pound)50 to the maximum value  (pound)500.  By entering into the
Agreement you are confirming  your wish to participate in the Agreement and once
the LoC is issued it cannot be returned nor its value  altered.  The LoC must be
redeemed  within four  calendar  months of its issue.  Halfords  and the Company
reserve  the right to change the  values of LoC on offer  during the life of the
Bikes2Work Agreement.

      Should the value of the Bicycle  Package  chosen be less than the value of
the LoC issued no  reimbursement  of the  difference  will take  place.  Bicycle
Package may be  obtained to a value in excess of the value of the LoC,  but will
not form part of your salary sacrifice, and this additional sum will not benefit
from the tax break.  However, the Bicycle Package will still remain the property
of the Company (or their nominated  agents) during the Hire Agreement even where
you contribute additional money of your own, to the total purchase price.

At the end of the 18 month period

At the end of the 18  month  period,  you may be asked  to  cover  the  costs of
collecting  and disposing of the Bicycle  Package or the Bicycle  Package may be
sold at a fair market value. These costs are currently estimated at (pound)35.00
(inc VAT).  The sale of the Bicycle  Package is subject to a separate  agreement
entered  into after the  conclusion  of the hire  period.  We will not commit to
expressly selling the equipment to you.

Changes to Employment Contract

Before  entering  this  Agreement  you would have been  entitled to receive your
original  monthly  or  weekly  salary,  as the case  may be.  By  entering  this
Agreement,  you hereby  agree to receive the  adjusted  lower  monthly or weekly
salary in  exchange  for which you will  receive a Bicycle  of your  choice  and
Bicycle Safety  Equipment for Commuting and private needs.  The amount of salary
sacrifice is as set out in the `Salary Sacrifice' section overleaf.

      You acknowledge that as a consequence of signing this Agreement your gross
salary will be reduced (as outlined in the paragraph  above) (as outlined in the
paragraph  above) and you hereby  consent to this  change.  The duration of this
change  shall be 18  months,  beginning  and  ending  on the  same  dates as the
18-month  term of this  Agreement.  During the 18-month  term your  reduction in
gross salary will be irrevocable. At the end of the term, you will revert to the
original  salary  (subject to any adjustment made to your salary since the start
of the  Agreement)  and your  entitlement  to use of the Bicycle  Package  shall
cease.

Temporary Absence from Work

In the event of your taking paid sick leave,  including  statutory  sick pay, or
your taking paid leave including sick leave, ordinary maternity leave and career
breaks of up to 6 months,  your  salary  sacrifice  commitments  will  continue.
Salary  deductions  will not continue to be made if this would take the employee
below the National Minimum Wage threshold. In such a case and in the case of any
unpaid leave,  your salary sacrifice  commitments will cease during your absence
and resume  upon your  return to work,  with the  18-month  tern of your  salary
sacrifice extended by the number of months of unpaid leave. If you do not return
to work and your  employment is terminated for any reason  following a period of
unpaid  leave,  you  will be  treated  in  accordance  with  the  Early  Leavers
provisions below.

Early Leavers

At the start of the  Agreement  the Company will incur the cost of providing you
with a  Bicycle  Package  in order to  provide  you with a  benefit  during  the
18-month term of the  Agreement.  If you cease to be a Company  employee for any
reason before the expiry of the 18-month  term,  the Company will not be able to
accept any  returned  Bicycle  Packages and will not be able to recover the cost
incurred.   For  this  reason,   the  Company  will  charge  you  an  amount  as
compensation, and this will be deducted from your net pay. In the event that the
final salary  payment is not  sufficient  to meet the  shortfall  under the Hire
Agreement,  any outstanding  amounts will be repaid within 7 days of receiving a
request to do so.

      This  amount  will be  equal  to the  total of the  monthly  gross  salary
sacrifice  amounts for the months  remaining on your 18-month  Agreement  plus a
final  fixed  amount  from your after tax (net)  salary  which may be charged to
cover the  administrative  costs and  charges  associated  with  collecting  and
disposing of the Bicycle Package (currently estimated at (pound)35.00 inc VAT).

Eligibility

Bikes2Work  is  governed  by the  Inland  Revenue  and is  open  to all  Company
employees  with a minimum of 12 months  continuous  service  at 1st March  2005,
whether full or part time,  providing  salary after sacrifice  remains above the
National Minimum Wage.

   To be  eligible  for the tax  benefits  resulting  from the salary  sacrifice
arrangement you will need to:

o     Be 18 years of age or over.

o     Be a UK taxpayer, who can benefit from the tax efficiencies of the scheme.

Halfords  and the Company  reserve the right to decline a request to issue a LoC
and  participate  in the  Agreement.  Participation  will  not  be  unreasonably
withheld.  Each  request  for a LoC  will be  subject  to  authorisation  by the
Company,  and  Halfords  will only process  orders  suitably  authorised  by the
Company.

Delivery and Collection of the Bicycle Package
You may collect your Bicycle  Package from any Halfords store on presentation of
the  LoC  and  a  suitable   form  of   identification.   Acceptable   forms  of
identification are:

o     Your 10 card

o     Your Passport

o     Your Driving Licence

The Company and Halfords are not  responsible  for any damage or loss  occurring
after you have accepted collection of the Bicycle Package.

      If you do not  tolled  the  Bicycle  Package  Halfords  may charge you for
delivery. This does not form part of this Agreement.

      Halfords is solely  responsible  for the delivery of the Bicycle  Package,
and you are responsible for the acceptance of the Bicycle Package

Your responsibilities

The Bicycle Package is your responsibility for the duration of the Agreement. It
is your  responsibility  to ensure the Bicycle and/or  Bicycle Safety  Equipment
is/are used safely in accordance with the operating instructions provided by the
manufacturer(s). Should any Bicycle or piece of Bicycle Safety Equipment be lost
or suffer  accidental  damage  or  became  inoperable  you will be  required  to
continue  meeting your  financial  responsibilities  for the remainder of the 18
month period.  Replacement Bicycles or Bicycle Safely Equipment may be purchased
from Halfords. Any replacement Bicycles or Bicycle Safety Equipment are not paid
for under the terms of this Agreement.

      If the  Bicycle is not  mainly  used for  Commuting  by you,  the  Bicycle
Package will not be covered by the Tax Exemption.  Accordingly,  you acknowledge
and agree that in such  circumstances  the Company may in its sole discretion or
where  required  to do so by any  Tax  Authority,  Court  of  Law,  Tribunal  or
otherwise  declare the Bicycle  Package as a taxable benefit in kind. This means
that under  current rules you will incur a tax liability (at your normal rate of
personal taxation) on an amount equal to 20% of the value of the Bicycle Package
when it was first made  available to you. This  liability will be computed on an
annual basis.

Disclaimer of Warranties

The  Bicycle(s)  come with a  standard  12 month  Halfords  warranty.  Except as
required by law, neither Futuremedia nor the Company offer any separate warranty
on the bicycle(s). Your statutory rights are not affected.

      You are responsible  for reading the Halfords  warranty and complying with
its  terms and  understanding  what  actions  may  affect  the  validity  of the
warranty.

      You solely bear the entire risk of loss,  theft  damage to, or any loss or
destruction of the Bicycle  Package.  Any loss will riot affect the continuation
in force of the  Agreement.  It is  therefore  recommended  you obtain  separate
insurance for your Bicycle Package,  or ensure the Bicycle Package is covered by
your Home  contents  insurance.  If the Bicycle  Package is covered by your Home
contents insurer,  you must inform your insurer that the Company has an interest
in the Bicycle Package.

      Any  insurance  cover  obtained  does not form part of this  Agreement The
Company does not take any responsibility for any insurance cover obtained.

      This does not  impact on any  warranties  offered by  Halfords.  Except as
required by law,  neither the Company nor Halfords offer any separate  warranty,
and you are responsible for reading and  understanding the Halfords warranty and
complying with its terms. Your statutory rights are not affected.

Data Protection

You hereby authorise the Company, Futuremedia and Halfords to transfer your data
to  each  other  and  where  necessary  to  the  organisations  involved  in the
implementation  of this  Agreement.  This will include  providers of mailing and
installation  services.  Such  data will be used  strictly  for the  purpose  of
administration of your involvement in this agreement,  will not be passed to any
other third parry,  and will be processed in accordance with the Data Protection
Ad 1998.

Limitation of liability

Under no circumstances  shall the Company,  or their suppliers be liable for any
indirect  punitive,  incidental,  special or  consequential  damages  (including
without limitation  damages for loss of use, lost data,  economic loss, or other
loss)  arising out of a breach of this  Agreement or any other action or failure
to act even if the Company or Halfords have been advised of the  possibility  of
such damages.

      The Company and their  suppliers,  and their nominated agents shall not be
held liable for failure to supply,  failure to deliver on an agreed time or day,
or late  delivery.  Nothing in the  Agreement  shall limit the  liability of the
Company,  Halfords and their  suppliers for death or personal  injury  resulting
from their negligence,  fraud and/or breach of such implied terms as might exist
in law relating to title, satisfactory quality or fitness for purpose.

Miscellaneous

This  Agreement is governed by English law. The Company and you hereby submit to
the jurisdiction of the English courts to settle any dispute arising under or in
connection with this Agreement

Definitions

For the purposes of this  Agreement  the terms set out below have the  following
meanings:

o     "Bicycle"  means a cycle as defined by S192(1) of the Road  Traffic Act as
      amended or updated from time to time;

o     "Commuting"  means a  qualifying  journey as defined by S249 of the Income
      Tax  (Earnings  and  Pensions) Act 2003 as amended or updated from time to
      time.  This is a  journey  in  whole  or in part  between  your  home  and
      workplace,  or between one workplace  and another in connection  with your
      performance of your duties of employment with the Company,

o     "Tax Exemption" means the tax exemption afforded by S244 of the Income Tax
      (Earnings  and Pensions) Act 2003 as amended or updated from time to time;
      and

o     "Bicycle Safety  Equipment means bicycle safety  equipment such as helmets
      or reflective clothing.

--------------------------------------------------------------------------------
IMPORTANT - YOU SHOULD READ
THIS CAREFULLY

YOUR RIGHTS

The  Consumer  Credit  Act 1974  covers  this  agreement  and lays down  certain
requirements  for your protection  which must be satisfied when the agreement is
made.  If they are not, the Company  cannot  enforce the  agreement  against you
without a court order.

If you would like to know more about the protection and remedies  provided under
the Act, you should  contact either your local Trading  Standards  Department or
your nearest Citizens' Advice Bureau.
--------------------------------------------------------------------------------


<PAGE>


Hire Agreement regulated by the Consumer Credit Act 1974          Keep this copy

This  Bikes2Work  hire  agreement is made between  Royal Mail Group plc, 148 Old
Street, London EC1V 9HQ (the "Company"),  and you as detailed below (the "Hirer)
for the hire to you of the goods  described below (the "Goods") on the terms set
out below and overleaf.

Details of Hirer
--------------------------------------------------------------------------------



[Contact Firstname] [Contact Lastname]
[Address Address1]
[Address Address2]
[Address-City]
[Address State]
[Address Postalcode]

Home Tel [Contact Homephone]
Work Tel: [Contact Work Phone]
Mobile: [Contact Mobile]

Member No. [Contact Contactid]
Order Number: [Opportunityid]

--------------------------------------------------------------------------------
FINANCIAL AND RELATED PARTICULARS
--------------------------------------------------------------------------------
Goods                                 |   Salary Sacrifice
                                      |
[New SalesLogix.SQL Field]            |
                                      |
                                      |-----------------------------------------

Hire period

A fixed period of 18 months commencing on the date that the Letter of Collection
("LoC") is dispatched.

It is a  condition  of the Hire  Agreement  that you agree to reduce  your gross
salary.  See  "Changes  to  Employment  Contract"  provisions  in the  Terms and
Conditions overleaf.

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

At the end of the 18 month period

At the end of the 18  month  period,  you may be asked  to  cover  the  costs of
collecting  and  disposing  of the  Bicycle or the Bicycle may be sold at a fair
market value. These costs are currently estimated at (pound)35.00 (inc VAT). The
sale of the Bicycle is subject to a separate  agreement  entered  into after the
conclusion  of the hire  period.  We will not commit to  expressly  selling  the
equipment to you.

Salary Sacrifice

The Company has a salary sacrifice arrangement whereby your salary is reduced to
fund the  provision of the Bicycle and which saves PAYE and National  Insurance.
The exact saving will vary depending on your personal circumstances. This amount
can be confirmed by calling the Enquiry  Centre on 08700 170 520.  Early leavers
from this scheme will be liable to pay compensation (see Early Leavers provision
in the Terms and Conditions overleaf).

Hirer's Offer and Declaration

You (1) acknowledge that you selected the value of your LoC (2) warrant that the
details of the Hirer are correct; (3) acknowledge your awareness of the terms of
this  agreement  below and overleaf;  (4) confirm that the use of the Bicycle(s)
contained in the Bicycle  Package  will be mainly for  Commuting  purposes  (see
Definitions provision in Terms and Conditions Overleaf).

--------------------------------------------------------------------------------
YOUR RIGHT TO CANCEL

Once you have  signed,  you will have for a short  time a right to  cancel  this
agreement. You can do this by sending or taking a WRITTEN notice of cancellation
to Futuremedia plc, Nile House, Nile Street, Brighton, BN1 1HW.

If you cancel this  agreement,  any money you have paid must be returned to you.
You will not have to make any further payment.

If you already have any goods under the  agreement,  you should not use them and
should keep them safe. (Legal action may be taken against you if you do not take
proper  care of them.)  You can wait for them to be  collected  from you and you
need not hand them over  unless  you  receive  a written  request.  If you wish,
however, you may return the goods yourself.
--------------------------------------------------------------------------------

<PAGE>

Terms and Conditions

Introduction

Royal  Mail  Group  plo  ("the  Company")  with the  advice  and  assistance  of
Futuremedia Plc  ("Futuremedia"),  has  established  the Bikes2Work  Scheme (the
"Scheme") to provide  Bicycles and Bicycle Safety  Equipment to employees of the
Company for private use and Commuting.  These terms and conditions together with
the provisions on the reverse side (collectively referred to as "the Agreement")
comprise the terms and  conditions of your  Consumer  Hire  Agreement and salary
sacrifice request.

The BIkes2Work Agreement

By entering into this Agreement you have agreed to enter into a salary sacrifice
agreement  for a fixed  period of 18 months.  Under the  Agreement,  you will be
provided  with the use of a Bicycle of your  choice and (f you  choose)  Bicycle
Safety  Equipment to meet your specific  Commuting and private needs  (hereafter
referred to as your "Bicycle Package").  The Bicycle Package will be supplied to
you for a fixed  period of 18  months.  The value you  select as your  Letter of
Collection ("LoC"), determines the amount by which your gross salary is reduced.

By entering into this Agreement you are confirming that

o     The Bicycle Package is for use by you; and

o     The use of the Bicycle contained in the Bicycle Package will be mainly for
      Commuting purposes (as defined below)

The Bicycle Package will be provided by Halfords.  Whilst  participating  in the
Agreement,  the Bicycle  Package  remains the  property of the Company (or their
nominated  agents)  and you may not profit  from,  transfer,  sell or  otherwise
dispose of the  Bicycle  Package.  You may not obtain a Bicycle  Package for any
purpose other than your own Commuting and private use.

      On entering  into this  Agreement you will be provided with a LoC. The LoC
is the  mechanism by which you can obtain the Bicycle  from any Halfords  store.
The LoC is not redeemable for any other purpose,  and may not be redeemed by any
other  person  with or  without  your  authority.  The LoC will be issued  for a
specific fixed monetary value, the minimum value being (pound)100  increasing in
increments  of (pound)50 to the maximum value  (pound)500.  By entering into the
Agreement you are confirming  your wish to participate in the Agreement and once
the LoC is issued it cannot be returned nor its value  altered.  The LoC must be
redeemed  within four  calendar  months of its issue.  Halfords  and the Company
reserve  the right to change the  values of LoC on offer  during the life of the
Bikes2Work Agreement.

      Should the value of the Bicycle  Package  chosen be less than the value of
the LoC issued no  reimbursement  of the  difference  will take  place.  Bicycle
Package may be  obtained to a value in excess of the value of the LoC,  but will
not form part of your salary sacrifice, and this additional sum will not benefit
from the tax break.  However, the Bicycle Package will still remain the property
of the Company (or their nominated  agents) during the Hire Agreement even where
you contribute additional money of your own, to the total purchase price.

At the end of the 18 month period

At the end of the 18  month  period,  you may be asked  to  cover  the  costs of
collecting  and disposing of the Bicycle  Package or the Bicycle  Package may be
sold at a fair market value. These costs are currently estimated at (pound)35.00
(inc VAT).  The sale of the Bicycle  Package is subject to a separate  agreement
entered  into after the  conclusion  of the hire  period.  We will not commit to
expressly selling the equipment to you.

Changes to Employment Contract

Before  entering  this  Agreement  you would have been  entitled to receive your
original  monthly  or  weekly  salary,  as the case  may be.  By  entering  this
Agreement,  you hereby  agree to receive the  adjusted  lower  monthly or weekly
salary in  exchange  for which you will  receive a Bicycle  of your  choice  and
Bicycle Safety  Equipment for Commuting and private needs.  The amount of salary
sacrifice is as set out in the `Salary Sacrifice' section overleaf.

      You acknowledge that as a consequence of signing this Agreement your gross
salary will be reduced (as outlined in the paragraph  above) (as outlined in the
paragraph  above) and you hereby  consent to this  change.  The duration of this
change  shall be 18  months,  beginning  and  ending  on the  same  dates as the
18-month  term of this  Agreement.  During the 18-month  term your  reduction in
gross salary will be irrevocable. At the end of the term, you will revert to the
original  salary  (subject to any adjustment made to your salary since the start
of the  Agreement)  and your  entitlement  to use of the Bicycle  Package  shall
cease.

Temporary Absence from Work

In the event of your taking paid sick leave,  including  statutory  sick pay, or
your taking paid leave including sick leave, ordinary maternity leave and career
breaks of up to 6 months,  your  salary  sacrifice  commitments  will  continue.
Salary  deductions  will not continue to be made if this would take the employee
below the National Minimum Wage threshold. In such a case and in the case of any
unpaid leave,  your salary sacrifice  commitments will cease during your absence
and resume  upon your  return to work,  with the  18-month  tern of your  salary
sacrifice extended by the number of months of unpaid leave. If you do not return
to work and your  employment is terminated for any reason  following a period of
unpaid  leave,  you  will be  treated  in  accordance  with  the  Early  Leavers
provisions below.

Early Leavers

At the start of the  Agreement  the Company will incur the cost of providing you
with a  Bicycle  Package  in order to  provide  you with a  benefit  during  the
18-month term of the  Agreement.  If you cease to be a Company  employee for any
reason before the expiry of the 18-month  term,  the Company will not be able to
accept any  returned  Bicycle  Packages and will not be able to recover the cost
incurred.   For  this  reason,   the  Company  will  charge  you  an  amount  as
compensation, and this will be deducted from your net pay. In the event that the
final salary  payment is not  sufficient  to meet the  shortfall  under the Hire
Agreement,  any outstanding  amounts will be repaid within 7 days of receiving a
request to do so.

      This  amount  will be  equal  to the  total of the  monthly  gross  salary
sacrifice  amounts for the months  remaining on your 18-month  Agreement  plus a
final  fixed  amount  from your after tax (net)  salary  which may be charged to
cover the  administrative  costs and  charges  associated  with  collecting  and
disposing of the Bicycle Package (currently estimated at (pound)35.00 inc VAT).

Eligibility

Bikes2Work  is  governed  by the  Inland  Revenue  and is  open  to all  Company
employees  with a minimum of 12 months  continuous  service  at 1st March  2005,
whether full or part time,  providing  salary after sacrifice  remains above the
National Minimum Wage.

      To be eligible for the tax benefits  resulting  from the salary  sacrifice
arrangement you will need to:

o     Be 18 years of age or over.

o     Be a UK taxpayer, who can benefit from the tax efficiencies of the scheme.

Halfords  and the Company  reserve the right to decline a request to issue a LoC
and  participate  in the  Agreement.  Participation  will  not  be  unreasonably
withheld.  Each  request  for a LoC  will be  subject  to  authorisation  by the
Company,  and  Halfords  will only process  orders  suitably  authorised  by the
Company.

Delivery and Collection of the Bicycle Package

You may collect your Bicycle  Package from any Halfords store on presentation of
the  LoC  and  a  suitable   form  of   identification.   Acceptable   forms  of
identification are:

o     Your 10 card

o     Your Passport

o     Your Driving Licence

The Company and Halfords are not  responsible  for any damage or loss  occurring
after you have accepted collection of the Bicycle Package.

      If you do not  tolled  the  Bicycle  Package  Halfords  may charge you for
delivery. This does not form part of this Agreement.

      Halfords is solely  responsible  for the delivery of the Bicycle  Package,
and you are responsible for the acceptance of the Bicycle Package

Your responsibilities

The Bicycle Package is your responsibility for the duration of the Agreement. It
is your  responsibility  to ensure the Bicycle and/or  Bicycle Safety  Equipment
is/are used safely in accordance with the operating instructions provided by the
manufacturer(s). Should any Bicycle or piece of Bicycle Safety Equipment be lost
or suffer  accidental  damage  or  became  inoperable  you will be  required  to
continue  meeting your  financial  responsibilities  for the remainder of the 18
month period.  Replacement Bicycles or Bicycle Safely Equipment may be purchased
from Halfords. Any replacement Bicycles or Bicycle Safety Equipment are not paid
for under the terms of this Agreement.

      If the  Bicycle is not  mainly  used for  Commuting  by you,  the  Bicycle
Package will not be covered by the Tax Exemption.  Accordingly,  you acknowledge
and agree that in such  circumstances  the Company may in its sole discretion or
where  required  to do so by any  Tax  Authority,  Court  of  Law,  Tribunal  or
otherwise  declare the Bicycle  Package as a taxable benefit in kind. This means
that under  current rules you will incur a tax liability (at your normal rate of
personal taxation) on an amount equal to 20% of the value of the Bicycle Package
when it was first made  available to you. This  liability will be computed on an
annual basis.

Disclaimer of Warranties

The  Bicycle(s)  come with a  standard  12 month  Halfords  warranty.  Except as
required by law, neither Futuremedia nor the Company offer any separate warranty
on the bicycle(s). Your statutory rights are not affected.

      You are responsible  for reading the Halfords  warranty and complying with
its  terms and  understanding  what  actions  may  affect  the  validity  of the
warranty.

      You solely bear the entire risk of loss,  theft  damage to, or any loss or
destruction of the Bicycle  Package.  Any loss will riot affect the continuation
in force of the  Agreement.  It is  therefore  recommended  you obtain  separate
insurance for your Bicycle Package,  or ensure the Bicycle Package is covered by
your Home  contents  insurance.  If the Bicycle  Package is covered by your Home
contents insurer,  you must inform your insurer that the Company has an interest
in the Bicycle Package.

      Any  insurance  cover  obtained  does not form part of this  Agreement The
Company does not take any responsibility for any insurance cover obtained.

      This does not  impact on any  warranties  offered by  Halfords.  Except as
required by law,  neither the Company nor Halfords offer any separate  warranty,
and you are responsible for reading and  understanding the Halfords warranty and
complying with its terms. Your statutory rights are not affected.

Data Protection

You hereby authorise the Company, Futuremedia and Halfords to transfer your data
to  each  other  and  where  necessary  to  the  organisations  involved  in the
implementation  of this  Agreement.  This will include  providers of mailing and
installation  services.  Such  data will be used  strictly  for the  purpose  of
administration of your involvement in this agreement,  will not be passed to any
other third parry,  and will be processed in accordance with the Data Protection
Ad 1998.

Limitation of liability

Under no circumstances  shall the Company,  or their suppliers be liable for any
indirect  punitive,  incidental,  special or  consequential  damages  (including
without limitation  damages for loss of use, lost data,  economic loss, or other
loss)  arising out of a breach of this  Agreement or any other action or failure
to act even if the Company or Halfords have been advised of the  possibility  of
such damages.

      The Company and their  suppliers,  and their nominated agents shall not be
held liable for failure to supply,  failure to deliver on an agreed time or day,
or late  delivery.  Nothing in the  Agreement  shall limit the  liability of the
Company,  Halfords and their  suppliers for death or personal  injury  resulting
from their negligence,  fraud and/or breach of such implied terms as might exist
in law relating to title, satisfactory quality or fitness for purpose.

Miscellaneous

This  Agreement is governed by English law. The Company and you hereby submit to
the jurisdiction of the English courts to settle any dispute arising under or in
connection with this Agreement

Definitions

For the purposes of this  Agreement  the terms set out below have the  following
meanings:

o     "Bicycle"  means a cycle as defined by S192(1) of the Road  Traffic Act as
      amended or updated from time to time;

o     "Commuting"  means a  qualifying  journey as defined by S249 of the Income
      Tax  (Earnings  and  Pensions) Act 2003 as amended or updated from time to
      time.  This is a  journey  in  whole  or in part  between  your  home  and
      workplace,  or between one workplace  and another in connection  with your
      performance of your duties of employment with the Company,

o     "Tax Exemption" means the tax exemption afforded by S244 of the Income Tax
      (Earnings  and Pensions) Act 2003 as amended or updated from time to time;
      and

o     "Bicycle Safety  Equipment means bicycle safety  equipment such as helmets
      or reflective clothing.

--------------------------------------------------------------------------------
IMPORTANT - YOU SHOULD READ

THIS CAREFULLY

YOUR RIGHTS

The  Consumer  Credit  Act 1974  covers  this  agreement  and lays down  certain
requirements  for your protection  which must be satisfied when the agreement is
made.  If they are not, the Company  cannot  enforce the  agreement  against you
without a court order.

If you would like to know more about the protection and remedies  provided under
the Act, you should  contact either your local Trading  Standards  Department or
your nearest Citizens' Advice Bureau.
--------------------------------------------------------------------------------

<PAGE>

                                   APPENDIX D

                           BRANDING LICENCE AGREEMENT

BETWEEN:

(1)   ROYAL  MAIL  GROUP  PLC,  a  company   registered  in  England  and  Wales
      (registered  number 4138203),  whose registered  office is 148 Old Street,
      London EC1V 9HQ (Royal Mail); and

(2)   FUTUREMEDIA  PLC, a company  registered  in England and Wales  (registered
      number  1616681),  whose  registered  office is Nile House,  Nile  Street,
      Brighton, East Sussex BN11HW (Futuremedia).

BACKGROUND:

      In the course of providing the Services,  Futuremedia  may wish to publish
      and distribute  promotional materials for the Bikes2Work services on which
      Royal  Mail  Trade  Marks  are  used.  Royal  Mail  has  agreed  to  allow
      Futuremedia  to use the Royal  Mail  Trade  Marks for that  purpose on the
      terms of this Licence.

IT IS AGREED:

1.    Definitions and Interpretation

1.1   In this Licence, unless the context otherwise requires:

      1.1.1 Agreement   means  the   parties'   Agreement   in  relation  to
            Bikes2Work  Services  to which this  Licence is  attached  as an
            Appendix;

      1.1.2 Intellectual  Property  Rights  means  patents,  trade mark  rights,
            copyrights,  topography rights, rights to extract information from a
            database,  design rights,  rights of confidence and to protect trade
            secrets,  and all rights or forms of protection of a similar  nature
            or having  equivalent or the similar effect to any of them which may
            subsist  anywhere  in the  world,  whether  or not any of  them  are
            registered and including  applications  for  registration  of any of
            them;

      1.1.3 Licence means this Licence Agreement, including the Schedule;

      1.1.4 Promotional  Materials  means any  written or  electronic  materials
            produced  by  Futuremedia  that  promote  the  Bikes2Work  services,
            including websites;

      1.1.5 Royal Mail Trade  Marks  means the Royal Mail trade marks set out in
            the Schedule; and

      1.1.6 all other  capitalised  terms that are not  defined in this  Licence
            have the meanings given to them in the Agreement.

<PAGE>

1.2   In this Licence:

      1.2.1 unless the context otherwise requires, all references to:

            (a)   Clauses are references to clauses of this Licence;

            (b)   the Schedule are  references  to the Schedule to this Licence;
                  and

            (c)   the word  includes or including  are to be  construed  without
                  limitation to the generality of the preceding
                  words;

      1.2.2 the headings are to be ignored in construing this Licence; and

      1.2.3 words or phrases  importing  the singular are to be  interpreted  to
            include  the plural and vice  versa,  unless the  context  otherwise
            requires.

2.    Licence

2.1   Subject to Clause  2.2,  Royal Mail  hereby  grants  Futuremedia,  for the
      duration of the Agreement,  a non-exclusive,  royalty-free  licence to use
      and reproduce the Royal Mail Trade Marks on and in Promotional Materials.

2.2   Futuremedia must:

      2.2.1 not use or  reproduce  any Royal Mail  Trade  Mark in an  offensive,
            defamatory,  misleading or otherwise  illegal manner,  or in any way
            likely to adversely  affect the  reputation  of the Royal Mail Trade
            Marks or Royal Mail;

      2.2.2 obtain Royal Mail's written  consent before each use or reproduction
            of a Royal Mail Trade Mark.  Royal Mail may withhold consent for any
            reason, and may grant consent on such terms as it thinks fit;

      2.2.3 include with each use or  reproduction of a Royal Mail Trade Mark an
            acknowledgement  of Royal Mail's rights in the Royal Mail Trade Mark
            in such form as Royal Mail may reasonably require;

      2.2.4 not make any  representation  that Royal Mail  recommends or prefers
            any of Futuremedia's products or services; and

      2.2.5 cease immediately any use or reproduction of a Royal Mail Trade Mark
            if required to do so by Royal Mail.

2.3   Any goodwill arising from  Futuremedia's  use or reproduction of the Royal
      Mail Trade Marks will automatically accrue to Royal Mail,. and Futuremedia
      must at its own cost sign a  confirmatory  assignment  of such goodwill if
      Royal Mail requires it to do so.

3.    Intellectual Property Rights

3.1   Futuremedia acknowledges that:

<PAGE>

      3.1.1 all  Intellectual  Property Rights in the Royal Mail Trade Marks are
            and will be owned by Royal Mail or its third party licensors; and

      3.1.2 Futuremedia  has  no  right,   title  or  interest  in  or  to  such
            Intellectual Property Rights, except as set out in this Licence.

3.2   Royal Mail acknowledges that:

      3.2.1 all Intellectual Property Rights in the Promotional Materials, other
            than  the  Royal  Mail  Trade  Marks,  are  and  will  be  owned  by
            Futuremedia or its third party licensors; and

      3.2.2 Royal  Mail  has  no  right,   title  or  interest  in  or  to  such
            Intellectual Property Rights.

4.    Term and Termination

4.1   This Licence will  commence on the date of the Agreement and will continue
      until:

      4.1.1 the termination or expiry of the Agreement; or

      4.1.2 the  termination  of this  Licence in  accordance  with  Clause 4.2,
            whichever is earlier.

4.2   Without  prejudice  to any of its  other  rights  or  remedies  under  the
      Agreement  or this  Licence,  Royal Mail will have the right to  terminate
      this  Licence  immediately  on giving  written  notice to  Futuremedia  if
      Futuremedia commits a material breach of this Licence that, in the case of
      a breach capable of remedy,  is not remedied within 14 days of the receipt
      by Futuremedia of a written  notice  identifying  the breach and requiring
      its remedy.

4.3   Termination  or expiry of this  Licence  will not affect the rights of the
      parties that have accrued on or before termination or expiry.

4.4   Those  Clauses that  expressly or impliedly  survive  termination  of this
      Licence will survive termination of this Licence, including Clauses 3, 4.3
      and 4.4.

5.    Assignment

      Neither party may assign, sub-license, transfer or otherwise deal with any
      of its rights or obligations  under this Licence without the other party's
      prior written consent.

<PAGE>


                                    SCHEDULE

                             ROYAL MAIL TRADE MARKS

ROYAL MAIL
POST OFFICE(R)
PARCELFORCE WORLDWIDE
PARCELFORCE

<PAGE>




                                   APPENDIX E

       Measures to be carried out by Futuremedia pic to prevent employees
contacting Royal Mail Group plc

Futuremedia  plc shall take the following  actions to prevent  support calls for
the Helpdesk and relating to the  Bikes2Work  Programme from going to Royal Mail
(including the Royal Mail help desk):

(1)  Futuremedia  shall  establish one single phone number on 08700 170 520 (and
e-mail) that will be used from promotion through to after sale support.

(2) Such single phone number (and e-mail) shall be prominently  promoted  during
the marketing campaign.

(3)  Such  single  phone  number  (and  e-mail)  shall be  promoted  on all main
Bikes2Work web pages.

<PAGE>


                                   APPENDIX F

                          Customer Satisfaction Survey

--------------------------------------------------------------------------------
Overall, how would you rate your experience               Excellent/good/
so far of the Bikes2Work scheme?                          average/poor/very
                                                          poor
--------------------------------------------------------------------------------
Are you happy that you joined the scheme?                 Yes / no
--------------------------------------------------------------------------------
Would you recommend the scheme to your                    Yes / no
colleagues?
--------------------------------------------------------------------------------
If no, why not?
--------------------------------------------------------------------------------
Sales Process
--------------------------------------------------------------------------------
Did you feel that the information needed to               Yes/ no
make a decision on joining the Bikes2Work
scheme was easily available to you?
--------------------------------------------------------------------------------
Did you call the sales enquiry line?                      Yes / no
--------------------------------------------------------------------------------
If yes, how would you rate this service?                  Excellent/good/
                                                          average/poor/very
                                                          poor
--------------------------------------------------------------------------------
Did you attend a Bikes2Work roadshow?                     Yes / no
--------------------------------------------------------------------------------
If yes, how would you rate the usefulness of              Very important /
this in making your decision to join the                  important/
sceme?                                                    quite important/
                                                          not important /
                                                          not at all important
--------------------------------------------------------------------------------
Delivery and Installation
--------------------------------------------------------------------------------
How would you rate your experience of                     Excellent/good/
delivery and                                              average/poor/very
installation?                                             poor
--------------------------------------------------------------------------------
Technical Support
--------------------------------------------------------------------------------
Have you used the technical support service?              Yes / no
--------------------------------------------------------------------------------
If yes how would you rate the service overall?            Excellent
                                                          /good/average
                                                          /poor/very poor
--------------------------------------------------------------------------------
Was your issue resolved over the telephone                Yes / no with
your first call?
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
Total time to resolution of problem                       Less than 1 hour /
                                                          Less than 5 hours/
                                                          less than 24 hours /
                                                          less than 48 hours/
                                                          less than 1 week /
                                                          more than 1 week
--------------------------------------------------------------------------------
Overall,  how would you rate your  experience of          Excellent/good/
the  Bikes2Work   Services   including   initial          satisfactory/less than
Bikes2Work  Programme brochures and information,          satisfactory/poor
ordering,   installation,    customer   service,
technical  support and the  bicycles and bicycle
safety  equipment  using the rating  scale below
--------------------------------------------------------------------------------
Additional Comments
--------------------------------------------------------------------------------
Do you have any further comments?
--------------------------------------------------------------------------------


<PAGE>

                                   APPENDIX G

Mrs Generic
Genericville
Genericshire
Genland
Generic Code

Dear Mrs. Generic

I am delighted to enclose a Generic  bicycle Letter of Collection  (LoC),  which
enables you to collect a new bicycle at the value you recently  elected  through
name of scheme.  Generic has chosen  Halfords to provide this bicycle because of
the total service, value and safety package that they are able to provide.

The elected bicycle and safety equipment value is GBPxxx.xx:  In order to comply
with the terms and conditions of name of scheme,  the elected bicycle must be an
adult bicycle and can include safety  equipment for the total value shown.  This
helps  confirm  that the bicycle  will be used mainly for  commuting to and from
work. If you wish, you may select a higher-value bicycle by paying an additional
cash sum to Halfords: However, please note that Generic retains ownership of the
bicycle.  Please also note that you cannot select a bicycle and safety equipment
for  less  than   (pound)xxx.xx.   (Please  see  overleaf  for  full  terms  and
conditions.)

To collect the bicycle, please present this LoC - along with a separate proof of
address and signature - at your local Halfords store. A member of Halfords staff
will be happy to assist you with  selecting  the correct size of bicycle to suit
your  needs  and  riding  style.  If you have any  questions,  please  telephone
Halfords Business Services on 08700 660511.

I hope that you will enjoy using this new bicycle.

Yours sincerely

Paul Bullett                        See reverse for terms and conditions
Halfords Business Services

Supplied to XX XX

Bicycle Value                       GBPXX

Employee of XXXX

LoC Expiry Date 31/10/2004                                  To be signed by the
Voucher Code 00098447               Signed..............    employee on receipt
                                                             of the goods

Please  ensure  you have  separate  proof of  address  and  signature  when
redeeming this LoC.

Store to  complete  rear.  Return  and  send  to:  Ben  Clarke  at  Business
Services.