EXHIBIT 10.24



October 30, 2003


Mr. David Robert Owen
9 Old Compton Lane
Farnham, Surrey, U.K.
GU9 8BS


Dear Rob;

WITHOUT PREJUDICE
-----------------

I write in order to set out our  proposals  regarding  the  termination  of your
employment with MDSI Services (UK) (the "Company").

It is agreed between you and the Company subject to you confirming acceptance of
the terms and conditions set out in this letter by signing, dating and returning
the enclosed duplicate of this letter, following which, although marked "without
prejudice", this letter will be treated by you and by the Company as an open and
binding agreement:

1.        Your employment with the Company is terminated by reason of redundancy
          on October 31, 2003 (the "Termination Date").

2.1.1     You will be paid within 7 days after the Company  receives an executed
          copy of this Agreement.

2.1.2     You shall  continue to receive  your salary and the  benefits to which
          you are currently  entitled (less PAYE  deductions) to the Termination
          Date; and

          (a)  (pound)25,000 pay in lieu of notice free of tax;

          (b)  you are entitled to a statutory redundancy payment of(pound)390;

          (c)  Group  Life  Insurance  coverage  shall  be  continued  to end of
               January 2003.

          (d)  The Company will  continue to  contribute  5% of gross salary for
               pension contribution until January 31, 2003.

          (e)  You will receive(pound)1350.00  (less PAYE deductions) in lieu of
               your car allowance entitlement to January 31, 2004.

          (f)  Benefits will continue until January 31, 2003.


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3.        You will be paid your accrued holiday  entitlement not yet used at the
          same time as you  receive  your final  salary  payment.  This has been
          calculated as 9.5 days which equates to (pound)3653.89.

4.        You will be provided with your Form P45 shortly after the  Termination
          Date.

5.        You accept the  payments  referred  to in this  Agreement  in full and
          final  settlement  of all  claims  you  have or may have  against  the
          Company,  its officers or employees arising out of, in connection with
          or by reason of your employment  with the Company,  or the termination
          of such employment  including any statutory or common law claim or any
          claims arising out of European  Community law and it is a condition of
          the payment to you under this Agreement that no proceedings in respect
          of any such claims in any  Industrial  Tribunal,  High  Court,  County
          Court or  otherwise  have been or will be commenced by you against the
          Company or any of its officers or employees  and should any such claim
          be  commenced,  and without  prejudice to any other rights or remedies
          arising  from such action,  all sums paid to you under this  Agreement
          shall immediately become repayable.

6.        You agree to abide with the duties of  confidentiality,  which you owe
          to the Company regarding its confidential information  notwithstanding
          the termination of your employment.

7.        The  Company  will pay to your legal  advisers  the sum of  (pound)150
          (plus VAT) upon  receipt of an invoice in respect of the same to cover
          your legal fees wholly and exclusively incurred in connection with the
          termination of your employment and the concluding of this Agreement.

8.        It is agreed that this  Agreement  constitutes a compromise  agreement
          reached  pursuant to the  provisions of Section 203 of the  Employment
          Rights  Act 1996;  Section 77 of the Sex  Discrimination  Act 1975 (as
          amended);  Section  72 of the Race  Relations  Act 1976 (as  amended);
          Section 288 of the Trade Unions and Labour  Relations  (Consolidation)
          Act 1992 (as amended); and Section 9 of the Disability  Discrimination
          Act 1995 in respect  of any  claims you may have under  those Acts and
          you confirm that you have received  independent  legal advice from the
          qualifying  lawyer named below with a current  practicing  certificate
          and  professional  indemnity  insurance or cover under the  Solicitors
          Indemnity Fund for the risk of any claim by you in respect of any loss
          arising in  consequence  of that advice and who has advised you of the
          terms and effect of this  Agreement  and in  particular  its effect on
          your ability to claim through the  Industrial  Tribunal and Courts and
          in light of this advice you have agreed these terms and conditions.



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DEFINITION
----------

To be completed by solicitor referred to above.

A    I am a  Solicitor  of the  Supreme  Court of  England  and Wales  holding a
     current practising Certificate.

B    I have advised  David Robert Owen of the terms and effect of the  agreement
     set out in this  letter  and in  particular  its  effect on his  ability to
     pursue a claim in an Industrial Tribunal following its signing.

C    There was in force at the time of the advice referred to above being given,
     a policy of  professional  indemnity  insurance cover under the Solicitors'
     Indemnity  Fund for the risk of any  claim  by him in  respect  of any loss
     arising in consequence of my advice to him.


Signed  /s/ Andrew Neil Cox

Name (Print) Andrew Neil Cox

Dated  November 6, 2003


Yours sincerely,

/s/ Walter Beisheim
------------------------------------------------
per: Walter Beisheim

duly authorized for and on behalf of the Company

I accept and agree to the terms and conditions set out in this letter.

Signed  /s/ David Robert Owen

David Robert Owen

Dated November 6, 2003