Exhibit 4.9


| |     | DATED 23 APRIL2007
| | --- | ------------------
| |     |                   
| |     |                   
| | (1) | BT GROUP plc      
| |     |                   
| |     |                   
| |     |                   
| | (2) | FRANCOIS BARRAULT 

DIRECTOR'S CONTRACT FOR SERVICES

Group Legal
BT Group plc
81NewgateStreet
London
EClA 7AJ

Tel:02073565238

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|    | CONTENTS                   |     
|--- | -------------------------- | ----
|    |                            |     
|    |                            | Page
|    |                            |     
|1.  | Interpretation             | 1   
|    |                            |     
|2.  | Period                     | 1   
|    |                            |     
|3.  | Duties                     | 1   
|    |                            |     
|4.  | Conflicts                  | 2   
|    |                            |     
|5.  | Fees                       | 2   
|    |                            |     
|6.  | Illness                    | 2   
|    |                            |     
|7.  | Medical Examination        | 2   
|    |                            |     
|8.  | Expenses                   | 2   
|    |                            |     
|9.  | Grievance Procedure        | 3   
|    |                            |     
|10. | Obligation to Provide Work | 3   
|    |                            |     
|11. | Termination                | 3   
|    |                            |     
|12. | Confidentiality            | 4   
|    |                            |     
|13. | Copyright                  | 4   
|    |                            |     
|14. | Continuation               | 4   
|    |                            |     
|15. | Variation                  | 4   
|    |                            |     
|16. | Notices                    | 4   
|    |                            |     
|17. | Choice of Law              | 4   



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DATED23 APRIL 2007

|PARTIES |                                                                                                                 | 
|------- | --------------------------------------------------------------------------------------------------------------- | 
|        |                                                                                                                 | 
|1)      | BT GROUP plc(registered number 4190816) whose registered office is at 81 Newgate Street, London EClA 7AJ
("BT") | 
|        |                                                                                                                 | 
|2)      | FRANCOIS BARRAULTwhoseaddress is 81Newgate Street, London EClA 7AJ (the "Director")                             | 
|        |                                                                                                                 | 
|1.      | Interpretation                                                                                                  | 
|        |                                                                                                                 | 
|1.1     | In this Agreement the following expressions shall mean:                                                         | 
|        |                                                                                                                 | 

| | Associated Company | any company or venture in which BT or a subsidiary has a shareholding or equity
participation;                                                                   
| | ------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                    |                                                                                                                                                                  
| | Board              | the board of directors of BT, or a committee of the board;                                                                                                       
| |                    |                                                                                                                                                                  
| | BT Group           | BT and all its subsidiaries from time to time                                                                                                                    
| |                    |                                                                                                                                                                  
| | Chairman           | the chairman of BT or his designated nominee;                                                                                                                    
| |                    |                                                                                                                                                                  
| | Chief Executive    | the Chief Executive of BT or his designated nominee;                                                                                                             
| |                    |                                                                                                                                                                  
| | Commencement Date  | 24 April 2007                                                                                                                                                    
| |                    |                                                                                                                                                                  
| | Fees               | 150,000 EURO a year or such higher fees as may be determined by the Board;                                                                                       
| |                    |                                                                                                                                                                  
| | Subsidiary         | any subsidiary which for the time being is a subsidiary company (as defined in Section 736 of the Companies Act 1985 as amended by the Companies Act 1989) of BT.
| |                    |                                                                                                                                                                  

|1.2 | A reference to something being determined, specified or required by BT includes a determination, specification or requirement from time to time.                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|1.3 | This Agreement supersedes any previous agreement between BT and the Director.                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|2.  | Period                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Subject to Paragraph 11, this Agreement will last for an initial
period of one year from and including the Commencement Date. It will continue until either BT has given to the Director previous written notice of not less than twelve months or the Director has given to BT previous written notice of not less than six months, ending in either case at any time after the initial period.
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|3.  | Duties                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1 | BT shall appoint the Director as an executive director of BT                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                 

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|3.2 | The Director will perform such duties for the BT Group and Associated Companies, at such locations in the United Kingdom or overseas, as may be specified in a letter signed by the Director and
on behalf of BT:, and which may be amended from time to time by the Chief Executive.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                      
|3.3 | The Director will be bound by the BT share dealing rules, any other rules specified by the Board and BT's Articles of Association as altered from time to time.                                                                                                                      
|    |                                                                                                                                                                                                                                                                                      
|4.  | Conflicts                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                      
|4.1 | The Director will promote, and not do any thing which is harmful or conflicts with, the interests and reputation of the BT Group.                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                      
|4.2 | The Director will not without obtaining the written consent of the Chairman:                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                      
|    | 4.2.1                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                      
|    | 4.2.2                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                      
|4.3 | The Director will pay to BT any fees received from any directorship of another company, unless BT otherwise agrees.                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                      
|5.  | Fees                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                      
|5.1 | The Director will be paid the Fees in twelve equal monthly instalments, payable on the last business day of each month.                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                      
|5.2 | The Director may be paid a bonus at the discretion of the Board.                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                      
|5.3 | The Director may, at the discretion of the Board, participate in any scheme established for BT employees to acquire shares in BT subject to the applicable rules of the scheme, but
participation under such schemes will not form part of this Agreement.                           
|    |                                                                                                                                                                                                                                                                                      
|6.  | Illness                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                      
|    | The Director will be entitled to receive one-twelfth of the Fees for each month for up to a maximum of "consecutive months of illness, subject to production of medical certificates and to such other requirements as BT may reasonably request.                                    
|    |                                                                                                                                                                                                                                                                                      
|7.  | Medical Examination                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                      
|    | BT may, at its expense, require the Director to be  examined by a medical practitioner of BT's choice.                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                      
|8.  | Expenses                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                      
|    | BT will reimburse authorised expenses properly incurred in the course of the Director's duties against receipts or other proof of expenditure.                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                      



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|9.   | Grievance Procedure                                                                                                                                                                                                                                                                                                                                        
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                            
|     | If the Director has any grievance he may apply in writing to the Chairman who personally will
either propose a solution or refer the matter to the Board                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                            
|`10. | Obligation to Provide Work                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                            
|10.1 | BT is under no obligation to provide the Director with work and may:                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                            
|     | 10.1.1                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                            
|     | 10.1.2                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                            
|     | in which case BT may exclude the Director from the premises of the BT Group but will continue to pay the Fees in accordance with Paragraph 5.                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                            
|10.2 | Where Paragraph 10.1.2 applies, the Director will at BT's request promptly resign in writing as a director of BT (and as a member of any committee of the Board) and of any company of
which BT is a shareholder (if necessary, in accordance with Paragraph11.6) but this Agreement will not terminate on the Director resigning under this sub-paragraph.
|     |                                                                                                                                                                                                                                                                                                                                                            
|11.  | Termination                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                            
|11.1 | This Agreement
will terminate immediately, without compensation:                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                            
|     | 11.1.1                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                            
|     | 11.1.2                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                            
|11.2 | BT may terminate this Agreement without notice, and without compensation, if the Board
believes that the Director:                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                            
|     | 11.2.1                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                            
|     | 11.2.2                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                            
|     | 11.2.3                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                            
|     | 11.2.4                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                            
|11.3 | Ifthe Director ceases to
be a director of BT because he is not re-elected or deemed to be re-elected at a general meeting, BT may
either:                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                            
|     | 11.3.1                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                            

|
|

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|     |                                                                                                                                                                                                                                                                                                                                              
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 11.3.2                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                              
|11.4 | Instead of giving the Director the twelve months' notice referred to in Paragraph 2, BT may (but shall not be obliged to)
terminate this Agreement immediately by paying the Director the Fees in accordance with Paragraph 5 until the earlier of twelve months from the date of termination or the Director obtaining full-time employment;
|     |                                                                                                                                                                                                                                                                                                                                              
|11.5 | Upon termination of this Agreement the Director will at BT's request promptly resign in writing as a Director of BT (and as a member of any committee of the Board) and of any company of which
BT is a shareholder, and will promptly return to BT any property of the BT Group.                                                            
|     |                                                                                                                                                                                                                                                                                                                                              
|11.6 | The Company Secretary of BT is irrevocably authorised to sign a letter of resignation on behalf of the Director if he fails to do so.                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                              
|12.  | Confidentiality:                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                              
|12.1 | The Director will not disclose any confidential information relating to the BT Group or any third party which may have been obtained in the course of this employment.                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                              
|12.2 | This prohibition does not apply to confidential information that comes into the public domain through no act or neglect of the Director.                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                              
|13.  | Copyright                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                              
|     | The copyright in any material arising from the performance of this Agreement is assigned toBT.                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                              
|14.  | Continuation                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                              
|     | Paragraphs 11.5, 11.6and12 and 13 inclusive will continue in force after the termination of this Agreement.                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                              
|15.  | Variation                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                              
|     | BT may vary Paragraphs 9 but only after first consulting the
Director.                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                              
|16.  | Notices                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                              
|     | Any notice or document may be served on the Director personally or by posting it to his last known address, or on BT addressed to the Secretary at its registered office, and if sent by first class post will be deemed to have been received within 24 hours of posting.                                                                   
|     |                                                                                                                                                                                                                                                                                                                                              
|17.  | Choice of Law                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                              
|     | English law is the law applicable to this Agreement and the courts of England will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with it.                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                              

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Signed by the parties on the date written on the first page of this Agreement



|SIGNED BY            | ) | 
|-------------------- | - | 
|for and on behalf of | ) | 
|BT GROUP plc         | ) | 
|                     |   | 
|SIGNED BY            | ) | 
|FRANCOIS BARRAULT    | ) | 



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MANAGEMENT AGREEMENT

BETWEEN:

Alcoria Benelux NV,having its registered office at 1150 Woluwe-Saint-Pierre, avenue de Tervueren 252-254, Belgium;

Hereinafter referred to as "the Company";

Represented for the purpose of the present agreement by Stephen Kelly, Director.

AND:

Mr. François Barrault,having his residence at1180 Uccle, avenue du Prince d'Orange 35.

Hereinafter referred to as 'Mr. Barrault'.

WHEREASMr. Barrault will execute the day-to-day management of the Company on a self-employed basis;

WHEREASthe Company and Mr. Barrault wish to determine in writing the conditions under which the latter will perform
his office as managing director.

IT HAS BEEN AGREED UPON AS FOLLOWS:

Article 1- Object of the agreement

Mr .Barrault will, in addition to his capacity of President, BT International, be in charge of the day-to-day management of the Company, within the meaning of Section 525 of the Belgian Company Code, in accordance with the decisions and
guidelines of the Board of Directors of the Company and in line with the delegation of authority applicable within BT Group and with the policies and applicable strategic decisions taken by the ultimate parent company, as they may be modified from
time to time.

The Company commits itself to have Mr. Barrault appointed by the General Assembly of Shareholders as director with effect on April 26, 2004 and by the Board of Directors as managing director also with effect on April 26, 2004.

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|Article2 -The conditions of the underlying agreement
|----------------------------------------------------
|                                                    
|1.                                                  
|                                                    
|2.                                                  
|                                                    
|                                                    
|3.                                                  
|                                                    
|4.                                                  
|                                                    
|5.                                                  
|                                                    
|                                                    
|                                                    
|6.                                                  
|                                                    
|7.                                                  
|                                                    
|                                                    

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|8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | As set forth in article 7.3. below, the
Company will implement all appropriate measures in order to indemnify and hold harmless Mr. Barrauit for and against any director's liability which he can occur in the context of the performance of his corporate office at the Company vis-à-vis third
parties based on other grounds than wilful misconduct, gross negligence or criminal sanctioned behaviour and acts.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Article 3 -Management fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The Company will pay Mr. Barrauit for the duration of the present agreement a fixed annual management fee (hereinafter "Management Fee"). This fee shall amount
to 575.000 EURO gross payable in 12 monthly instalments, and shall be paid after deduction of the tax and any other contractual withholdings. In case of an incomplete month or year, said fee will be paid pro rata temporis.                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Parties may from time to time decide to modify the Management Fee in mutual agreement, it being understood that such adjustment will need to be endorsed by the
competent corporate body of the company. The Management Fee will be reviewed in June of each year. The first review will occur in June 2005.                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Article 4 - Bonus                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Mr. Barrault may be eligible for a bonus which is paid at the discretion of the Company relating to performance against objectives set for each financial year
and payable, if earned, by 1 July the following financial year. The (prorated) on-target bonus will be equal
to 50% of the Management Fee, and subject to a maximum of 75% for Stretch performance, Threshold performance will deliver a bonus of 25% of Management Fee, with no bonus payable for below threshold performance. Mr. Barrault accepts that the current bonus scheme is under review and may be replaced by a scheme that provides a combination of
cash and deferred BT shares or any other scheme.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Article 5 - Sign-on bonus                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The Company will grant Mr. Barrault a sign-on bonus of 230.250 EURO gross, subject to joining by April 26, 2004. Said bonus shall be paid after deduction of the tax and any other contractual withholdings.                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Should Mr. Barrault resign within the first 3 years after the commencement of the present agreement or should the Company terminate the present agreement in accordance with
article 14.3 of the present agreement within the aforesaid period, Mr. Barrault undertakes to reimburse fully the
corresponding net amount within a period of one month following the resignation of Mr. Barrault or the termination of the
present agreement in accordance with article 14.3.of the present agreement.



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|Article6-Company car                                                                                                                                                                                                                                                                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Company will put a car (basket P as detailed in Annex 1 attached) at the disposal of Mr. Barrault, during the present agreement, all
expenses at charge of the Company, as well as a fuel card, which Mr. Barrault will be allowed to use, within reasonable limits, to his personal benefit,
|                                                                                                                                                                                                                                                                                                 
|Article7- Benefits                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                 
|1.                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                 
|–                                                                                                                                                                                                                                                                                                
|–                                                                                                                                                                                                                                                                                                
|–                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                 
|2.                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                 
|3.                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                 
|4.                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                 
|5.                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                 
|6.                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                 
|Article8- Special Benefits                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                 
|The Company will also pay the following:                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                 
|–                                                                                                                                                                                                                                                                                                
|–                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                 
|These special benefits will be fixed and guaranteed for a 3 year period.
After said period, they will be the subject to re-negotiation.                                                                                                                                                          



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|Article 9 - Restricted Stock grant                                
|------------------------------------------------------------------
|                                                                  
|1.                                                                
|                                                                  
|2.                                                                
|                                                                  
|3.                                                                
|                                                                  
|- Termination of the agreement during the first year = 25%vesting 
|- Termination of the agreement during the second year= 50% vesting
|- Termination of the agreement during the third
year= 100% vesting
|                                                                  
|Article 10 - Options Program                                      
|                                                                  
|1.                                                                
|                                                                  
|2.                                                                
|                                                                  
|Article 11 - Deferred Bonus Plan                                  
|                                                                  
|1.                                                                
|                                                                  
|2.                                                                



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|                                               | in respect of your performance in the previous financial year and based on actual annual bonus achievement".                                                                                                                                                                                                                                                                                                                                 
|---------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                              
|Article 12 - Expenses                         
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.                                             | The Company will pay a fixed monthly representation allowance to Mr. Barrault, equal to 310 EURO. This amount covers the following expenses: out-of-pocket expenses and expenses related to the office at home.                                                                                                                                                                                                                              
|                                              
|2.                                             | The Company will reimburse all costs related to line rental in Mr. Barrault's home offices for
business purposes through monthly expenses. The Company will also pay Mr. Barrault a free call allowance of 100 € per month.                                                                                                                                                                                                                  
|                                              
|3.                                             | The Company will reimburse Mr. Barrault, on a monthly basis, for all the costs that he may incur in the normal execution of the present agreement, which are not covered by the fixed monthly representation
allowance, upon remittance of the appropriate documents.                                                                                                                                                                        
|Article13 - Special tax status for expatriates
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.                                             | The Company will file a request on behalf of Mr. Barrault in order to obtain the special tax status for expatriates.                                                                                                                                                                                                                                                                                                                         
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.                                             | Mr. Barrault will not undertake any action that could jeopardize the approval or continued application of the special tax status for expatriates or reduce the benefits for
the Company.                                                                                                                                                                                                                                                     
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.                                             | Mr. Barrault shall keep all documents related to his professional travel outside Belgium, such as boarding passes, train tickets, visa stubs, etc., and forward these upon
simple request of the Company or designated tax advisors to the latter.                                                                                                                                                                                           
|                                              
|Article 14 - Termination - Disruption         
|                                              
|1.                                             | The present agreement is concluded for an indefinite period of time and commences
on April 26, 2004.                                                                                                                                                                                                                                                                                                                                         
|                                              
|                                               | In the event, Mr. Barrault wishes to resign or terminate the present agreement, he will inform promptly
the Company and any other relevant party within the BT group of his intention.Itis explicitly agreed, that Mr. Barrault will have to perform in any event, except otherwise agreed in writing between parties, a notice period of 6 month in order to ensure the continuity of the Company's activities and the transfer of know-how.
|                                              
|                                               | The Company may terminate the present agreement at any moment, either by notifying a notice period of 12 months or with immediate effect by paying Mr. Barrault an indemnity equal to 12 months of Management Fee as on the date of
termination,                                                                                                                                                                                             
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | to be increased with the annual value of the on-target bonus and the benefit provided in article 6, 7 and 8 of the present agreement. Said annual value will be determined on the average of the three years prior to the termination.                                                                                                                                                                                                                                                                                                                                                                  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | It is understood that the notification will take effect as of the first day of the week
following the week in the course of which the letter has been notified.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Notwithstanding article 14.1. of the
present agreement, the Company may in the event of illness of Mr. Barrault for a period or periods totalling not less than 9 months in any twelve month period terminate the present agreement with immediate effect by paying Mr. Barrault an indemnity equal to 9 months of Management Fee as on the date of
termination, to be increased with the annual value of the on-target bonus and the benefits provided in article 6, 7 and 8 of the
present agreement. Said annual value will be determined on the average of the three years prior to the termination.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Notwithstanding articles 14.1. and 14.2 of
the present agreement, the Company may terminate this agreement with immediate effect without paying any indemnity, in the event (i) Mr. Barrault violates any provisions of the present agreement, or (ii) in the
event of serious misconduct, gross negligence, gross or deliberate fault or deceit committed by Mr. Barrault (iii) Mr. Barrault becomes prohibited from holding office as director/rnanaging director.                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Upon revocation or resignation, Mr. Barrault will promptly resign in any other company
of which BT is a shareholder wherein he holds a mandate.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Article 15 - Illness                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|If unable to perform the day-to-day management through illness, Mr. Barrault will be entitled to
receive his Management Fee (inclusive of any statutory sick pay and/or intervention of the insurance company to which he may be entitled) for up to maximum of 6consecutive months of illness. This will be subject to the production of medical certificates and to such other requirement as the Company, as
well as the insurance company may reasonably impose.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Article 16 -Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | All information, data, written materials, discs, files, software and/or any other document and/or material prepared for the benefit of or received by Mr. Barrault in
execution of or received by him during the present agreement connected to the business of the Company, its clients and/or its personnel is qualified as confidential information (hereinafter "Confidential Information") and will remain exclusively the
property of the Company.                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | At the moment of termination of the present agreement, for whatever reason, or at the sole request of the Company during the agreement, Mr. Barrault will immediately transfer all Confidential Information to the Company.                                                                                                                                                                                                                                                                                                                                                                             

---









|3.                                    | Mr. Barrault will not be entitled to take or keep any transcript or copy of the
Confidential Information, under whatever form, after the termination of the present agreement. All possible titles and/or intellectual rights that may be connected directly or indirectly with the Confidential Information belong to the Company and
remain the sole property of the latter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.                                    | Furthermore, Mr. Barrault will not reveal any
Confidential information to third parties and/or use this information on his own behalf or jointly with or on
behalf of any person, firm or company after the termination of the present agreement for whatever reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5.                                    | The present section does not apply to information pertaining to the public domain.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                     
|Article17-Intellectualproperty rights
|                                     
|1.                                    | Mr. Barrault hereby agrees
to waive, in favour of the Company, all financial and other rights, commitments or other interests in or referring to any inventions (and all rights of ownership linked to these) and, in general, all intellectual property rights linked to the
invention, design, development or use of any items (including such items as software, data, presentations etc.: this list shall not be considered exhaustive) and the services linked thereto whether or not these are capable of being patented or
registered under the provisions of national and international legislation with regard to drawings and models thereinafter jointly referred to as the "Inventions") or other legislation, which have been drawn, manufactured, designed or developed by
Mr. Barrault, either alone or in collaboration with others, in the performance of or as a result of the services provided by Mr. Barrault. Mr. Barrault hereby accepts that all
intellectual property rights shall be held exclusively by the Company.
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.                                    | Mr. Barrault hereby further agrees to support the Company in every possible manner in order to acquire and
protect patents, licenses, copyrights or any other rights over the Inventions in all countries of the world. To this end Mr. Barrault shall compile, check and supply all documents required and undertake any other action (including appearing
as a witness) which The Company may reasonably require from him in order to acquire, retain or enforce compliance with such patents, copyrights and other rights over these Inventions. Mr. Barrault
shall be required to continue to comply with the duty to acquire or enforce patents, copyrights or any other rights linked
to the Inventions in any country in the world even after the termination of this agreement.                                                                                                                                                                                                                                                        
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.                                    | Mr. Barrault hereby agrees and accepts that the Management Fee includes adequate payment for the transfer of the
aforementioned rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



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|Article
      18 - Enforceability                                                                                                                                                                                                                                                                                  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                   
|Every
      provision of the present agreement or part thereof, that would be declared
      null and void, will be considered separated from this agreement, which,
      for the remainder, will remain applicable.                                                                                              
|                                                                                                                                                                                                                                                                                                                   
|Article
      19 - Jurisdiction                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                   
|The
      courts of Brussels have exclusive authority in relation to every dispute
      connected to the interpretation, the execution and/or the termination of
      the present agreement.                                                                                                                     
|                                                                                                                                                                                                                                                                                                                   
|Article
      20 - Entire agreement                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                   
|The
      present agreement constitutes all agreements existing between parties with
      respect to the subject matter thereof. It replaces every other agreement
      and/or arrangement between parties to the extent that its provisions are
      incompatible with the provisions of the present agreement.
|Drafted in two originals
        in Brussels on April 26, 2004. Both parties acknowledge receipt of an
        original copy duly signed by both parties.                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                   
|Mr. Barrault
      ("read and approved")                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                   



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|SCHEDULE TO THE MANAGEMENT AGREEMENT CONCLUDED BETWEEN ALCORIA
BENELUX SA AND MR BARRAULT
|-----------------------------------------------------------------------------------------
|                                                                                         
|1.                                                                                       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|2.                                                                                       
|                                                                                         
|                                                                                         



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|   |                                                                                                                                                                                                                                                                                                                                               | interested in any business, or take steps to set up, promote or facilitate the establishment of any business which competes or is about to compete with the
Business, within:                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                               | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                               | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                               | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                               | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (ii)                                                                                                                                                                                                                                                                                                                                          | For 12 months immediately following the effective date of termination Mr. Barrault will not in any capacity for the purposes of any business which competes or
is about to compete with the Business canvass, solicit, deal with or accept business or custom from any person, firm or company:                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                               | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                               | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (iii)                                                                                                                                                                                                                                                                                                                                         | For 12 months immediately following the effective date of termination Mr. Barrault will not seek to entice away or offer engagement or employment to any
designated BT employee or to work for any business which competes or is about to compete with the Business. A designated BT employee is a director or senior employee with whom Mr. Barrault has had personal dealings during the 12 months immediately
preceding the effective date of termination and who has knowledge of trade secrets or Confidential Information or knowledge of and connections with or influence over customers of BT.
|   |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (iv)                                                                                                                                                                                                                                                                                                                                          | Any reference to "engagement or employment" in this clause means engagement or employment whether under a contract or otherwise and if under a contract includes
a contract of employment, or a contract for services or any other form of contract and the terms "engage" and "employ" and their derivatives shall be construed in accordance with this definition.                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                              
|3. | Clause 2 above shall apply mutatis mutandis in relation to Subsidiaries as if the provisions in sub-clauses (i)-(iii) and the definitions were repeated with the
substitution of the words "any of BT's Subsidiaries" for "BT" and BT contracts with Mr. Barrault in this Clause on its own behalf and on behalf of each of its subsidiaries.
|   |                                                                                                                                                                                                                                                                                                                                              
|4. | Mr. Barrault acknowledges that the restraints contained in this Schedule and each of them are necessary to protect the legitimate interests of the                                                                                                                                                                                           



---









|                                                                                                                                      | BT Group, and that the same are no wider than reasonably necessary for that purpose, and are reasonable as between the parties to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.                                                                                                                                    | If any of the restrictions contained in this Schedule shall be adjudged to be void or ineffective or unenforceable for whatever
reason but would be adjudged to be valid and effective if part of the wording were deleted or the periods reduced or the area reduced in scope, they shall apply with such modifications as may be necessary to make them valid and effective.                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.                                                                                                                                    | For the avoidance of doubt it is expressly agreed that each of the
sub-clauses (i)-(iii) in Clause 2 is intended to contain separate and severable restraints and if any one or more of such
sub-clauses are for any reason unenforceable in whole or in part, then the other sub-clauses shall nonetheless be and remain effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.                                                                                                                                    | Mr. Barrault agrees with BT on its own behalf and on behalf of each member of the BT Group that he will not (except as ordered by a court or regulatory body) communicate or divulge (or permit
communication or divulgence) to any person or company or in any way use for his/her own purposes or for any purpose other than that of the BT Group, any trade secrets or Confidential Information of whatsoever nature acquired by him during the
execution of the Management Agreement, whether relating to the business or affairs of any member of the BT Group or to
persons with whom any member of the BT Group has dealings. This restriction shall cease to apply to any information which is, or comes into, the public domain otherwise than by reason of any default by Mr. Barrault.
|                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.                                                                                                                                    | Mr. Barrault hereby agrees and accepts that the Management Fee includes adequate payment for compliance with the restraints contained in this Schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.                                                                                                                                    | In the event that Mr. Barrault should breach any of the restraints contained in this Schedule, he shall pay Alcoria Benelux SA agreed damages amounting to one times the Management Fee for
each breach, without prejudice to the right of Alcoria Benelux SA to claim additional damages where it can provide proof of actual loss suffered.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|I acknowledge that my Management Agreement with Alcoria Benelux SA includes the covenants set out above andundertake to observe them.



|Date   | April 26, 2004
|------ | --------------
|       |               
|Signed |               
|       |               
|       |               



---









|Francois
      Barrault
      81 Newgate Street
      London
      EC1A 7AJ | 23 April
      2007
|--------------------------------------------------------------------------- | -------------------





Amendment to Management Agreement

As has been previously discussed, it has
  been agreed to make changes to your Management Agreement dated April 26, 2004
  with Alcoria Benelux NV.

The following sentence will be added at the
  end of Article 1:

"Mr Barrault will perform such duties
  in any part of the world but not in the United Kingdom as may be specified in
  a letter signed by Mr Barrault and on behalf of the Company and which may be
  amended by mutual agreement."

In Article 3 the Management Fee will be 600,000
  EURO.

The second sentence of Article 4 will be amended
  as follows:

"The (prorated) on-target bonus will
  be equal to 60% of 750,000 EURO (or such higher sum as the Company may determine)
  and subject to a maximum of 110% for Stretch performance, or such higher on-target
  bonus percentage as the Company may determine."

The second paragraph of Article 7 will be
  amended as follows:

"The Company will pay Mr Barrault a cash
  pension allowance equal to 225,000 EURO (or such higher sum as the Company may
  determine) gross per year in lieu of an individual extra-legal pension insurance".

The third paragraph of Article 14 will be
  amended as follows:



|Larry StoneCompany Secretary
      BT Group
      BT Centre
      81 Newgate Street
      London EC1A 7AJ
      United Kingdom | tel faxmob email | +44 (0)20 7356 5237
      +44 (0)20 7356 6135
      +44 (0)7740 136290
      larry.stone@bt.com | BT Group plc
      Registered Office:
      81 Newgate Street, London EC1A 7AJ
      Registered in England and Wales no. 4190816www.bt.com
|------------------------------------------------------------------------------------------------------------------------------ | ---------------- | ----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------

---



"The Company may terminate the present
  agreement at any moment, either by notifying a notice period of 12 months or
  with immediate effect by paying Mr Barrault an indemnity equal to 12 months
  of Management Fee as on the date of termination, to be increased with the annual
  value of the on-target bonus and the benefits provided in article 6, 7 and 8
  of the present agreement. Said annual value will be determined on the average
  of the three years prior to the termination. The 12 months of Management Fee
  and the annual value of the benefits will be paid in equal monthly instalments,
  payable on the last business day of each month, until the earlier of twelve
  months from the date of termination or Mr Barrault obtaining full-time employment.

To acknowledge your acceptance of this variation
  of your Management Agreement will you please return the enclosed duplicate of
  this letter with the form of acceptance duly signed.



Yours sincerely



L W STONE

Accepted and Agreed

|Signature |  |                   | 
|--------- |  | ----------------- | 
|          |  |                   | 
|          |  | Francois Barrault | 
|          |  |                   | 
|Dated     |  | 23 April 2007     | 
|          |  |                   | 



---