<PAGE>

                                                                    Exhibit 10.2

DATED                                                      AUGUST 12, 2005

(1)   Elcom Systems Limited

(2)   IMPAQ Business Solutions Limited

(3)   PA Consulting Services Limited

(4)   @UK plc

(5)   PA Shared Services Limited

                            REVENUE SHARING AGREEMENT

                                     - 1 -
<PAGE>

                                                                    Exhibit 10.2

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                     PAGE
<S>                                                                        <C>
1.  INTERPRETATION.......................................................    4
2.  COMMENCEMENT AND TERM................................................    8
3.  OBLIGATION OF PASSL..................................................    9
4.  OBLIGATIONS OF THE CONSORTIUM MEMBERS................................    9
5.  THE STEERING COMMITTEE AND AUTHORISED REPRSENTATIVES.................   10
6.  COSTS RECOVERABLE THROUGH AGREED MECHANISM...........................   11
7.  PSB SET UP COSTS.....................................................   12
8.  VALUE ADDED SERVICES.................................................   12
9.  SET OFF..............................................................   13
10. INTEREST ON LATE PAYMENT.............................................   13
11. NO PARTNERSHIP AGENCY OR EMPLOYMENT..................................   13
12. BANK ACCOUNT.........................................................   14
13. ACCOUNTS AND FINAL RECONCILIATION....................................   14
14. LIABILITY OF THE PARTIES.............................................   16
15. EXPELLED PARTIES.....................................................   18
16. CONFIDENTIALITY......................................................   19
17. TAXATION.............................................................   19
18. DISPUTES.............................................................   20
19. GENERAL..............................................................   20
20. NOTICES..............................................................   21
21. AMENDMENTS...........................................................   23
22. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999.........................   24
23. GOVERNING LAW AND JURISDICTION.......................................   24
</TABLE>

                                     - 2 -
<PAGE>

                                                                    Exhibit 10.2

THIS AGREEMENT is made the 12th day of August 2005

BETWEEN:

      1     Elcom Systems Limited (registered number 2838561) whose registered
            office is at Forest House , 3-5 Horndean Road, Bracknell,RG12 0XQ;
            ("ELCOM")

      2     IMPAQ Business Solutions Limited (registered number 03800294) whose
            registered office is at Lantern House, Walnut Tree Close, Guildford,
            Surrey, GU1 4TX; ("IMPAQ")

      3     PA Consulting Services Limited (registered number 00414220) whose
            registered office is at 123 Buckingham Palace Road, London SW1W 9SR;
            ("PACS") also the ("GUARANTOr").

      4     @UK plc (registered number 03732253) Unit 5 Jupiter House Calleva
            Park Aldermaston Reading RG7 8NN;("@UKPLC")

      5     PA Shared Services Limited (registered number 05234104) whose
            registered office is at 123 Buckingham Palace Road, London SW1W
            9SR;("PASSL")

BACKGROUND:

(A)   PASSL has signed or is due to sign a Framework Agreement with OGC which
      obliges PASSL to provide and maintain an e-procurement system called the
      Zanzibar System;

(B)   PASSL has requested the assistance of various sub-contractors (the other
      parties to this Agreement) to assist in the provision of the Zanzibar
      System and to ensure compliance with their respective duties and
      obligations under the Framework Agreement and other associated agreements;

(C)   In consideration of PASSL signing the Framework Agreement and the
      Consortium agreeing to provide certain services to PASSL, PASSL agrees,
      subject to the terms of the Agreement, to reimburse each Consortium Member
      certain defined set up costs and value added costs as incurred, and to
      share Annual Subscriptions in agreed proportions; and

(D)   The Guarantor has agreed to provide a performance guarantee in favour of
      OGC and PSB's for PASSL's obligations under the Framework Agreement and
      its associated agreements.

                                     - 3 -
<PAGE>

OPERATIVE PROVISIONS

1.    INTERPRETATION

1.1   In this Agreement the following expressions shall have the following
      meanings unless inconsistent with the context:

      "ACCOUNTING PERIOD"                 Means the most recent quarter within a
                                          financial year at any given time. For
                                          the avoidance of doubt, the relevant
                                          quarter end dates are the last Friday
                                          in March, June, September and on the
                                          31st December and the first Accounting
                                          Period shall run from the Effective
                                          Date to the first quarter end date to
                                          occur following the Effective Date;

      "ADDITIONAL RISK PREMIUM"           Has the meaning set out in Schedule
                                          ERROR! REFERENCE SOURCE NOT FOUND.;

      "AFFILIATE"                         Means in relation to a company, any
                                          holding company, subsidiary,
                                          subsidiary undertaking or fellow
                                          subsidiary or subsidiary undertaking
                                          or any other subsidiaries or
                                          subsidiary undertakings of any such
                                          holding company. For the purposes of
                                          this definition the words "subsidiary"
                                          and "holding company" shall have the
                                          same meaning as in the Companies Act
                                          1985;

      "AGREED MECHANISM"                  Has the meaning set out in Schedule
                                          ERROR! REFERENCE SOURCE NOT FOUND.;

      "AGREED PROPORTION"                 Has the meaning set out in Schedule
                                          ERROR! REFERENCE SOURCE NOT FOUND.;

      "BUSINESS DAY"                      Means any day other than a Saturday or
                                          Sunday or a public or bank holiday in
                                          England;

      "CENTRAL MANAGEMENT COSTS"          Has the meaning set out in Schedule
      OR "CMC"                            ERROR! REFERENCE SOURCE NOT FOUND.;

      "COLLECTION ACCOUNT"                Means the current or deposit accounts
                                          to be

                                  Page 4 of 25
<PAGE>

                                          opened by PASSL pursuant to
                                          clause 12.1;

      "CONSORTIUM MEMBER(s)"              Means the individual parties that make
                                          up the Consortium and such Consortium
                                          Members are PACS, @UKplc, ELCOM and
                                          IMPAQ;

      "CONSORTIUM"                        Means those parties that on or around
                                          the date of this Agreement have
                                          entered into Sub-Framework Agreements
                                          of even date for the purpose of
                                          supplying and delivering the Zanzibar
                                          System and associated services via
                                          PASSL;

      "CORE SET-UP COSTS" OR "CSUC"       Has the meaning set out in Schedule
                                          ERROR! REFERENCE SOURCE NOT FOUND.;

      "COSTS"                             Means the Core Set Up Costs, PSB
                                          Hosting Costs, and Central Management
                                          Costs;

      "DEVELOPMENT POOL"                  Means the development pool specified
                                          in section 5 of Schedule 4 of the
                                          Framework Agreement;

      "DIRECT COSTS" OR "DC"              Means the direct costs as set out in
                                          Schedule ERROR! REFERENCE SOURCE NOT
                                          FOUND.;

      "DISPUTE RESOLUTION PROCEDURE"      Means the procedure contained in
                                          Schedule ERROR! REFERENCE SOURCE NOT
                                          FOUND.;

      "EFFECTIVE DATE"                    Means the date of the last signature
                                          to this Agreement;

      "FRAMEWORK AGREEMENT"               Means the Framework Agreement entered
                                          into between PASSL and OGC of even
                                          date;

      "INTEREST INCOME"                   Means interest received or credited to
                                          the Collection Account;

      "LOAN"                              Means an intra-group loan facility
                                          made by PACS to PASSL;

      "OGC CHARGE"                        2.5% of any amount invoiced by PASSL
                                          to a PSB under any Service Provision
                                          Agreements in any given Accounting
                                          Period;

                                  Page 5 of 25
<PAGE>

      "OGC"                               Means the counterparty to the
                                          Framework Agreement, namely the Lords
                                          Commissioners of Her Majesty's
                                          Treasury as represented by
                                          OGCbuying.solutions and includes its
                                          successors or assigns;

      "OTHER INCOME" OR "OE"              Has the meaning set out in Schedule
                                          ERROR! REFERENCE SOURCE NOT FOUND.;

      "PERFORMANCE GUARANTEE"             Means the performance guarantee to be
                                          provided by PACS in favour of OGC
                                          guaranteeing the obligations of PASSL
                                          under the Framework Agreement and
                                          Service Provisions Agreements;

      "PERFORMANCE INCENTIVES"            Means the amounts payable to PSB's in
                                          respect of service level breaches
                                          pursuant to the Service Provision
                                          Agreements;

      "PSB HOSTING COSTS" OR "PSBHC"      Has the meaning set out in Schedule
                                          ERROR! REFERENCE SOURCE NOT FOUND.;

      "PSB SET-UP COSTS"                  Means the fees chargeable by a
                                          Consortium Member for the set - up and
                                          initial configuration of the Zanzibar
                                          System for a PSB;

      "PSB"                               Means any public sector body, buying
                                          organisation or other body that has a
                                          right to use the Zanzibar System with
                                          whom PASSL enters into a Service
                                          Provision Agreement;

      "RELEVANT FUNDS"                    Has the meaning set out in Clause 7.2;

      "RISK PREMIUM"                      Has the meaning set out in Schedule
                                          ERROR! REFERENCE SOURCE NOT FOUND.;

      "SERVICE PROVISION AGREEMENT"       Has the same meaning as is defined in
                                          the Framework Agreement;

      "SERVICES"                          Means the services to be provided to
                                          OGC or a

                                  Page 6 of 25
<PAGE>

                                          PSB or supplier under the Framework
                                          Agreement, Service Provision Agreement
                                          or Supplier Agreement as the case may
                                          be;

      "STEERING COMMITTEE"                Means the committee formed pursuant to
                                          Clause 5;

      "SUB-FRAMEWORK AGREEMENT"           Means the framework agreements entered
                                          into individually between each member
                                          of the Consortium and PASSL of even
                                          date which enable PASSL to provide the
                                          Services;

      "SUBSCRIPTION REVENUE" OR "SR"      Means the revenue received by PASSL
                                          from a PSB for use of the Zanzibar
                                          System derived from the Annual
                                          Subscription Charges as defined in the
                                          Framework Agreement;

      "SUPPLIERS"                         Has the same meaning as it is defined
                                          in the Framework Agreement;

      "SUPPLIER AGREEMENT"                Has the same meaning as it is defined
                                          in the Framework Agreement;

      "VALUE ADDED RELEVANT FUNDS"        Has the meaning set out in Clause 8.2;

      "VALUE ADDED SERVICE"               Has the meaning specified in Schedule
                                          4 of the Framework Agreement;

      "VOLUME DISCOUNT"                   Has the meaning specified in Schedule
                                          4 of the Framework Agreement;

      "WARRANTY RETENTION"                Means a percentage of the revenue from
                                          the Services that is received by PASSL
                                          which is retained to cover potential
                                          warranty or indemnity claims more
                                          particularly described in Schedule
                                          ERROR! REFERENCE SOURCE NOT FOUND.;
                                          and

      "ZANZIBAR SYSTEM"                   Has the same meaning as it is defined
                                          in the

                                  Page 7 of 25
<PAGE>

                                          Framework Agreement.

1.2   Any reference to a statute or statutory provision shall be construed as a
      reference to the same as from time to time amended, modified, extended,
      re-enacted, consolidated, or replaced.

1.3   The headings to the clauses and Schedules of this Agreement are for
      convenience only and shall not affect its construction or interpretation.

1.4   In this Agreement the masculine includes the feminine and the neuter, and
      the singular includes the plural and vice versa as the context shall admit
      or require.

1.5   References to "parties" are references to the parties to this Agreement as
      may be varied from time to time, and the expression "person" means any
      individual, firm, body corporate, unincorporated association, partnership,
      government, state or agency of a state or joint venture.

1.6   Any obligations on a party not to do or omit to do anything includes an
      obligation not to allow that thing to be done or omitted.

1.7   References to "consent" or words to similar effect mean a consent given in
      advance in writing signed by or on behalf of the party whose consent is to
      be given.

1.8   References to "goods" include any plant, tools or equipment.

2.    COMMENCEMENT AND TERM

2.1   This Agreement shall commence on the Effective Date and shall expire when
      the Framework Agreement and Service Provision Agreements terminate, expire
      or are novated to OGC (or any third party other than an Affiliate of
      PASSL) whichever is the later and when all Subscription Revenue, Risk
      Premium and Additional Risk Premium and any interest thereon have been
      distributed that arise from the Framework Agreement and its associated
      documents.

2.2   The provisions of Clauses 11, 13, 14, 14.9, 16, 18 19, 20, 21, 22 and 23
      shall continue to bind the parties following expiration of this Agreement
      or expulsion of any party pursuant to Clause 14.9 or otherwise and all
      other clauses in this Agreement which expressly or impliedly have effect
      after termination shall continue to be enforceable notwithstanding
      termination.

                                  Page 8 of 25
<PAGE>

3.    OBLIGATION OF PASSL

3.1   PASSL shall at all times comply with the Framework Agreement, the
      Sub-Framework Agreements and the Service Provision Agreements.

3.2   PASSL has agreed to be the counterparty to all agreements with the OGC,
      PSB's and Suppliers in reliance upon the commitments of Consortium Members
      set out in the Sub-Framework Agreements.

3.3   In consideration of the Consortium Members providing the Services in
      accordance with the Sub-Framework Agreements, PASSL shall:

      3.3.1 Pay each of the Consortium Members the PSB Set Up Costs and costs
            for the Value Added Services subject to the terms of this Agreement;
            and

      3.3.2 Share a proportion (if any is applicable under the Agreed Mechanism)
            of the Subscription Revenue, Risk Premium and Additional Risk
            Premium and any Other Income in accordance with the terms of this
            Agreement.

3.4   In consideration of PACS providing the Performance Guarantee, PASSL shall
      indemnify and hold harmless PACS against all claims under the Performance
      Guarantee.

4.    OBLIGATIONS OF THE CONSORTIUM MEMBERS

4.1   The Consortium Members shall at all times comply with their Sub-Framework
      Agreement, and shall co-operate with PASSL, under the terms of the
      Sub-Framework Agreement, to enable PASSL to comply with its obligations
      under Clause 3.1 above.

4.2   PACS agrees to provide a Loan, on demand of PASSL, to PASSL. PACS will
      charge PASSL interest on the Loan calculated monthly and at an interest
      rate set monthly. Interest shall accrue until it is repayable under
      Clauses 4.4 and 4.5. The Loan will be provided on similar terms to other
      loans provided within the PA Group of companies or such other rate as the
      Inland Revenue determine should properly be chargeable under schedule 28AA
      Taxes Act 1988. At the date of this Agreement those terms provide for
      interest to be charged at the LIBOR rate rounded up to the nearest 0.25%
      plus 1%. At the start of each calendar month PACS will advise PASSL of the
      interest rate for that

                                  Page 9 of 25
<PAGE>

      month. Advances made within the month will accrue interest at the market
      rate applicable for the remaining part of that month

4.3   PASSL agrees that the aggregate of all advances made by PACS under the
      Loan shall not exceed (pound)300,000 (three hundred thousand pounds)
      (excluding interest) except in the absolute discretion of PACS.

4.4   Subject to clause 4.5, each advance of the Loan will be repayable and all
      interest accrued but unpaid will be payable on the 31st of December in the
      year that the advance was made.

4.5   Advances made during and up to the end of the first calendar year of this
      Agreement will be repayable on the 31st of December in the following year.
      The interest accrued on advances made up to 31st of December in the first
      calendar year of this Agreement will be payable by PASSL on the 31st
      December 2005.

4.6   PASSL shall use Subscription Revenue to pay the accrued interest and repay
      the Loan advances when due.

4.7   If PASSL has insufficient Subscription Revenue from which to pay the
      accrued interest and/or Loan advances when due, then each Consortium
      Member agrees to meet the Loan obligations of PASSL to the extent of their
      Agreed Proportion as at the date the Loan advances and any accrued
      interest are due. In order to ensure that all Consortium Members pay the
      costs of the loan in their cumulative Agreed Proportion over the life of
      the Agreement, any amounts repaid in prior years will be recalculated at
      the end of each subsequent year based on the latest Agreed Proportion for
      each Consortium Member and any changes will be reflected in the following
      settlement to that Consortium Member from Subscription Revenue. In this
      event, PASSL will render an invoice to each Consortium Member which will
      be payable on within 10 Business Days of receipt of the invoice.

4.8   PASSL shall inform the Steering Committee of the amount of the Loan
      outstanding on a monthly basis.

5.    THE STEERING COMMITTEE AND AUTHORISED REPRSENTATIVES

5.1   The parties shall form a Steering Committee for the purpose of
      co-ordinating delivery of the Services. Each party shall appoint one
      representative to the Steering Committee.

                                 Page 10 of 25
<PAGE>

5.2   Individuals who are members of the Steering Committee may be replaced at
      the discretion of the party appointing them.

5.3   The parties shall forward details of any request for Services to the
      Steering Committee who shall make a decision as to which Consortium Member
      should undertake or offer to undertake the service in question. In the
      absence of agreement the matter shall be decided by PASSL taking into
      account any representations made by the Steering Committee.

5.4   Each Consortium Member shall appoint an authorised representative who may
      approve any aggregation discounts as set out in Schedule 4 of the
      Framework Agreement. A Consortium Member may change the authorised
      representative on written notice to all parties to this Agreement.

5.5   Where any matter is stated in this Agreement to be decided by the Steering
      Committee then the Steering Committee's decision must be a unanimous
      decision unless expressly stated otherwise.

6.    COSTS RECOVERABLE THROUGH AGREED MECHANISM

6.1   Each member of the Consortium will bear its own Core Set Up Costs, PSB
      Hosting Costs and Central Management Costs and will not invoice PASSL for
      any of these costs.

6.2   At the date of signature of this Agreement each Consortium Member will
      provide accurate details of all Costs incurred to the date of signature
      and each month thereafter will provide accurate details of all Costs
      incurred in the previous calendar month not less than 10 days after the
      end of a calendar Month.

6.3   Each Consortium Member can only recover their Costs through the Agreed
      Mechanism.

6.4   If a component has been substituted in the Zanzibar System because it was
      supplied by a Consortium Member other than in accordance with the
      Sub-Framework Agreement and the overriding requirements set out in the
      Framework Agreement then the Costs of that Consortium Member will be
      reduced pro rata by the Steering Committee and in the absence of unanimous
      agreement as to the reduction, by the directors of PASSL considering any
      representations of the Steering Committee. The pro rata reduction will

                                 Page 11 of 25
<PAGE>

      be calculated by taking the cost of the component substituted, dividing it
      by the expected length that that component was expected to support the
      Zanzibar System (not greater than five years) and multiplying it by the
      number of years in which that cost for the component has been included in
      the calculation for the Agreed Proportion for that Consortium Member to
      the date of substituted.

6.5   If the members of the Steering Committee unanimously agree then a
      Consortium Member may adjust its Core Set-Up Costs and/or Central
      Management Costs to include other costs, such agreement of the Steering
      Committee shall be recorded in writing and state expressly the amounts and
      periods to which such agreement relates.

7.    PSB SET UP COSTS

7.1   PASSL will invoice the PSB's for the PSB Set Up Costs as soon as
      practicable in accordance with the relevant Service Provision Agreement
      provided it has all relevant information from the relevant Consortium
      Member.

7.2   PSB Set Up Costs incurred by a member of the Consortium can be invoiced to
      PASSL at anytime after the invoice to the relevant PSB has been raised
      however these invoices will only be paid by PASSL when payment for the PSB
      Set Up Costs is received by PASSL from the relevant PSB ("Relevant
      Funds"). If PASSL is required to gross up any payments in accordance with
      Clause 17.3 the fees chargeable by a member of the Consortium may only be
      invoiced to the extent that Relevant Funds are available. Payment in
      respect of PSB Set Up Costs will be paid by PASSL within 5 Business Days
      after receipt of the Relevant Funds or the invoice whichever is the later.
      PASSL shall notify the affected Consortium Member(s) if it has notice that
      payment in respect of an invoice referred to in this clause is being
      withheld by the relevant PSB.

8.    VALUE ADDED SERVICES

8.1   PASSL will invoice the PSB's or Suppliers for any Value Added Services as
      soon as practicable in accordance with the underlying contract provided it
      has all relevant information from the relevant Consortium Member.

8.2   The fees chargeable by a member of the Consortium for providing Value
      Added Services can be invoiced to PASSL at any time after the invoice to
      the relevant PSB has been raised however these invoices will only be paid
      by PASSL when the payment for

                                 Page 12 of 25
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      the Value Added Services specified in Clause 8.1 is received by PASSL
      ("Value Added Relevant Funds"). If PASSL is required to gross up any
      payments in accordance with Clause 17.3 the fees chargeable by a member of
      the Consortium may only be invoiced to the extent that Value Added
      Relevant Funds are available. Payment of any invoice from the Consortium
      Member in respect of the fees chargeable for Value Added Services (less
      any deductions for Warranty Retention) will be paid by PASSL within 5
      Business Days after receipt of the Value Added Relevant Funds or the
      invoice whichever is the later. PASSL shall notify the affected Consortium
      Member(s) if it has notice that payment in respect of an invoice referred
      to in this clause is being withheld by the relevant PSB.

8.3   PASSL may decide that the revenue from the Value Added Services may be
      subject to a Warranty Retention determined in accordance with the
      procedure set out in Schedule ERROR! REFERENCE SOURCE NOT FOUND.

8.4   Any monies retained for Warranty Retention will be paid in accordance with
      Schedule ERROR! REFERENCE SOURCE NOT FOUND. to the relevant Consortium
      Member.

9.    SET OFF

9.1   PASSL will be entitled to set off any monies owing from a Consortium
      Member from monies that may be payable from time to time to that
      Consortium Member under this Agreement or the relevant Sub-Framework
      Agreement.

10.   INTEREST ON LATE PAYMENT

10.1  A party (the "DEBTOR") shall at the request of the other party pay
      interest at the rate set out in Clause 4.2 on all money due to that other
      party under this Agreement and unpaid, calculated on the amount
      outstanding from the due date up to (and including) the date of full
      payment, provided that the party to whom the money is due has given the
      Debtor notice in writing of the late payment and the Debtor has failed to
      make payment within 15 days of the date of receipt by the Debtor of such
      notice.

11.   NO PARTNERSHIP AGENCY OR EMPLOYMENT

11.1  Nothing contained in this Agreement, and no action taken by the parties
      pursuant to this Agreement, shall be deemed to constitute a relationship
      between the parties of partnership, agency or employer and employee.

                                 Page 13 of 25
<PAGE>

12.   BANK ACCOUNT

12.1  PASSL shall open accounts which shall be called the Collection Accounts,
      and the following provisions shall apply:

      12.1.1      All payments received by PASSL in relation to the Framework
                  Agreement or associated agreements shall be paid into the
                  Collection Accounts.

      12.1.2      PASSL may decide to which Collection Account any payments
                  received should be made and may transfer sums from one type of
                  Collection Account to another subject to the provisions of
                  this Clause 12.

      12.1.3      During the term of this Agreement withdrawals from the
                  Collection Accounts and all instructions to the bank shall be
                  handled by PASSL in accordance with the terms of this
                  Agreement.

      12.1.4      Save for any deposit required to open or maintain the
                  Collection Accounts no sums other than sums received pursuant
                  to the Framework Agreement, the Sub-Framework Agreement, any
                  Service Provision Agreements and any interest on deposits
                  shall be paid into the Collection Accounts.

      12.1.5      All monies for the Warranty Retention shall be held within the
                  Collection Accounts.

The Collection Accounts shall be kept open until the final payment under the
Framework Agreement, the Sub-Framework Agreement and any Service Provision
Agreement has been received and withdrawn or the end of the period determined
for the Warranty Retention.

13.   ACCOUNTS AND FINAL RECONCILIATION

13.1  PASSL shall maintain accounts showing:

      13.1.1 Direct Costs;

      13.1.2 Core Set Up Costs;

      13.1.3 PSB Hosting Costs;

      13.1.4 Central Management Costs;

      13.1.5 PSB Set Up Costs;

                                 Page 14 of 25
<PAGE>

      13.1.6 Fees chargeable for the provision of Value Added Services;

      13.1.7 the amount of the OGC Charge;

      13.1.8 the amount of any Warranty Retention identifying the relevant
             Services and Consortium Member for which it is held;

      13.1.9 Subscription Revenue;

      13.1.10 any Performance Incentives payable;

      13.1.11 the amount of the Development Pool;

      13.1.12 details of aggregation discounts;

      13.1.13 interest paid or received ;

      13.1.14 any other additional items or revenue or liability that are
              identified in the Framework Agreement by PASSL; and

      13.1.15 amounts payable to each Consortium Member under the Agreed
              Mechanism or otherwise.

13.2  PASSL shall no later than 30 days following each Accounting Period provide
      to each Consortium Member a statement in respect of the information under
      Clause 13.1(above) for the relevant Accounting Period showing all of the
      information for such 3 month period.

13.3  PASSL shall perform a reconciliation three months after termination and a
      final reconciliation on expiry of the Agreement when all outstanding
      revenue has been received.

13.4  PASSL shall keep proper books of account and records detailing the
      information set out in Clause 13.1 to enable each Consortium Member to
      check the accuracy of the income received by it and any payments made.
      PASSL shall permit each Consortium Member and its authorised
      representatives such access on not more than 2 visits per annum to its
      premises during normal business hours to inspect such records as may be
      necessary for the purpose of verifying the statements given by PASSL. The
      costs of such representatives and all associated costs of the inspection
      shall be borne by the inspecting Consortium Member.

                                 Page 15 of 25
<PAGE>

14.   LIABILITY OF THE PARTIES

14.1  In the event of:

      14.1.1      a claim being brought against any or all of the parties by OGC
                  for breach of the Framework Agreement, PSB's under Service
                  Provision Agreements, Suppliers for breach of the Supplier
                  Agreements, or by OGC, PSB's or Suppliers or any employee or
                  sub-contractor of OGC. PSB's or Suppliers or of any party,
                  arising in respect of negligence, breach of statutory duty, or
                  any other tort or in respect of any other legal right or
                  remedy, howsoever arising out of the performance of the works
                  under the Framework Agreement, Sub-Framework Agreements, or
                  any Service Provision Agreements;

      14.1.2      any occurrence affecting the Services supplied pursuant to the
                  Framework Agreement or Sub-Framework Agreements resulting from
                  a material breach thereof by any party; or

      14.1.3      a successful prosecution against any party or its directors or
                  employees in respect of any failure to comply with any legal
                  requirement to be complied with during the course of the works
                  under the Framework Agreement;

      then as between the parties all liabilities, costs, claims, demands,
      expenses, fines and other penalties (including legal fees and expenses)
      arising therefrom or in any way relating thereto shall be borne by each
      party to the extent of its responsibility as determined by the Steering
      Committee or in default of agreement in accordance with the Dispute
      Resolution Procedure.

14.2  In the event of a claim, all liabilities, costs, claims, demands,
      expenses, fines and other penalties (including legal fees and expenses)
      arising from that claim or in any way relating thereto shall be met in the
      first instance from any applicable Warranty Retention and then under the
      terms of the Agreed Mechanism.

14.3  Without prejudice to any other rights PASSL may have under this Agreement,
      the Sub-Framework Agreements or at law, PASSL will claim from the
      responsible Consortium Member either by offsetting the value of the claim
      from any monies payable to that Consortium Member under the Agreed
      Mechanism or claiming under the terms of the relevant Sub-Framework as the
      case may be.

                                 Page 16 of 25
<PAGE>

14.4  Where a claim of the type contemplated by clause 14.1 is brought by OGC or
      a third party and either the summary dismissal or withdrawal of such claim
      has not been achieved or the parties have not agreed an alternative course
      of action within 20 Business Days, then, without prejudice to PASSL's
      other rights and remedies, no further payment under the Agreed Mechanism
      shall be paid to a Consortium Member (and if not made already, payments
      for Value Added Services or PSB Set Up Costs if the relevant breach was
      caused in the provisions of those Services shall also be withheld) until
      that claim has been settled or otherwise resolved and/or monies up to a
      maximum of the value of the relevant claim plus anticipated costs and
      liability in costs have been withheld in accordance with this Clause 14.4.
      On settlement or resolution of such claim any accrued payments (if any)
      shall, subject to the other provisions of this Agreement, become payable
      forthwith. The Steering Committee, by majority vote, may determine that
      any claim may be a nuisance claim or otherwise not bona fide and may make
      representations to the directors of PASSL that the claim should either be
      ignored or dealt with in an alternative way. PASSL shall procure that its
      directors give all due consideration to any such representations and,
      where practicable, having regard to the need to ensure that sufficient
      monies are available to meet or settle claims which prove to be bona fide
      on a timely basis without further advances on the Loan and without PACS
      incurring liability under the Performance Guarantee, use reasonable
      endeavours to agree an alternative course of action, which may include the
      withholding of some but not all of the payments which would otherwise be
      due to the Consortium Members.

14.5  If the responsibility for the claim cannot be allocated in accordance with
      Clause 14.1 to a particular Consortium Member all Consortium Members who
      may be implicated in the claim shall not be entitled to receive any
      payment from PASSL until the matter is resolved.

14.6  If the quantum of any claim is greater than or equal to the Subscription
      Revenue in any month PASSL shall be entitled to suspend all payments under
      the Agreed Mechanism until Subscription Revenue is greater than the
      quantum of the claim.

14.7  Each party's liability shall be limited as set out in Clause 10 of the
      Sub-Framework Agreement and the limitations of liability and exclusions
      contained therein apply equally to this Agreement for each party, for the
      avoidance of doubt PASSL's aggregate liability to each Consortium Member
      under this Agreement, whether arising in contract, tort (including
      negligence), misrepresentation (other than fraudulent misrepresentation),
      breach of statutory duty or otherwise pursuant to this Agreement, shall be
      limited to the amount

                                 Page 17 of 25
<PAGE>

      of Subscription Revenue, Risk Premium or Additional Risk Premium paid to a
      Consortium Member over the 12 months preceding the default giving rise to
      the liability or (pound)100,000 (whichever is the greater).

14.8  If a claim of the type contemplated by clause 14.1 is brought then:

      14.8.1      PASSL shall notify the Consortium Members of such claim as
                  soon as reasonably practicable;

      14.8.2      PASSL shall take action with regard to the claim within a
                  reasonable time having regard to the size and complexity of
                  the claim and to timescales set by the relevant court;

      14.8.3      if a claim does not appear to have a real prospect of success
                  then PASSL shall seek summary judgment to dismiss the claim as
                  soon as reasonably practicable if its legal advisers consider
                  that making such an application is reasonable and has a
                  reasonable prospect of succeeding.

      In the event that PASSL's legal advisers do not consider that making an
      application for summary judgment is reasonable and has a reasonable
      prospect of succeeding and a Consortium Member disagrees then, with the
      unanimous agreement of the Steering Committee, PASSL shall nevertheless
      make such an application (or at its discretion and subject to the consent
      of the court) allow the relevant Consortium Member to make such an
      application but at the expense of the relevant Consortium Member.

14.9  For the avoidance of doubt, a Consortium Member may only have conduct of
      any third party claim pursuant to its Sub-Framework Agreement where (i)
      the criteria for conduct of claims included in the relevant Sub-Framework
      Agreement are met; and (ii) the Sub-Provider is allocated the entire
      responsibility for such claim pursuant to Clause 14.1. Where a Consortium
      Member does have conduct of a claim then any obligations relating to the
      conduct of claims in this Clause 14 (including without limitation those in
      Clause 14.8 other than 14.1) shall be obligations of the Consortium Member
      and not obligations of PASSL (as currently contemplated by such Clauses).

15.   EXPELLED PARTIES

15.1  Where a Sub-Framework Agreement with a Consortium Member is terminated for
      whatever reason except by expiry, then that party shall no longer have all
      the rights as if they were named in this Agreement as a Consortium Member
      but shall remain subject to

                                 Page 18 of 25
<PAGE>

      any outstanding obligations as at the date on which such termination
      occurred and that party shall be known as an "Expelled Party."

15.2  The Expelled Party shall have no entitlement to any Subscription Revenue,
      Risk Premium or Additional Risk Premium (or interest) in any future
      Accounting Period other than the Accounting Period prior to the one in
      which the Sub-Framework was terminated.

16.   CONFIDENTIALITY

16.1  The provisions in relation to confidentiality contained within each
      Sub-Framework Agreement shall apply to this Agreement making the necessary
      changes where required. The parties acknowledge that this Agreement may
      have to be disclosed to the US Securities and Exchange Commission and
      hereby consent to such disclosure.

17.   TAXATION

17.1  Each party shall bear its own liability for any taxation or duty
      chargeable in the United Kingdom in respect of its participation in the
      venture and each undertakes to indemnify the other in respect of any such
      taxation assessed on and paid by the other in respect of which the former
      is primarily liable.

17.2  Any supply made by one party to the other pursuant to this Agreement shall
      be exclusive of any VAT chargeable on it, which shall (where required by
      law) be paid by the party to whom the supply is made in addition to the
      payment for the supply, subject to the provision to it of a valid VAT
      invoice.

17.3  All payments to be made by one party to the other under this Agreement
      shall be made in full without deduction of or withholding for or on
      account of any present or future taxes, levies, duties, charges, fees,
      deductions or withholdings of any nature unless the party making the
      payment is required by law to make any such deduction or withholding. If
      such withholding or deduction is so required by law, then the party making
      the payment shall increase the amount of the payment so that the other
      party receives the same amount as it would have received in the absence of
      the requirement to make the withholding or deduction, and the party making
      the payment shall give to the other party an appropriate certificate as
      may be required by law showing the amount.

                                 Page 19 of 25
<PAGE>

      If the party receiving the payment subsequently obtains relief or credit
      in respect of the withholding or deduction, then it shall promptly repay
      to the party which made the payment an amount equal to the credit or
      relief obtained up to a maximum of the amount by which the payment was
      increased to take account of the withholding or deduction. The parties
      shall co-operate with a view to allowing each other to obtain any
      available relief or credit in respect of any such withholding or deduction
      in respect of taxation, and in particular but without prejudice to the
      foregoing generality shall give any information reasonably required by the
      other party in connection with the making of a claim for relief under an
      applicable double taxation treaty.

18.   DISPUTES

18.1  All Disputes between the Parties will be resolved in accordance with
      Schedule ERROR! REFERENCE SOURCE NOT FOUND.

19.   GENERAL

19.1  This Agreement is binding upon the parties and their respective successors
      and permitted assigns. Except as stated below in Clause 19.2 in respect of
      PASSL, no party may assign the benefit (including any present, future or
      contingent interest or right to any sums or damages payable by any party
      under or in connection with this Agreement) or delegate the burden of this
      Agreement or otherwise sub-contract, mortgage, charge or otherwise
      transfer any or all of its rights and obligations under this Agreement
      without the prior written consent of the other parties which they may in
      their absolute discretion refuse. If a party sub-contracts any of its
      obligations under the Framework or other associated agreements to a third
      party such sub-contracting shall not affect any of the provisions of this
      Agreement or the obligations of that party, who shall remain liable for
      the acts or omissions of the subcontractor.

19.2  PASSL may assign transfer or novate the benefit subject to the burden of
      this Agreement to its holding company and any subsidiaries of that Holding
      Company and any other company controlled by PA Holdings Limited. "Holding
      Company" and "subsidiary" shall have the meanings attributed to them in
      section 736 and 736A of the Companies Act 1985.

19.3  No failure or delay by any party to exercise any right, power or remedy
      will operate as a waiver of it nor will any partial exercise preclude any
      further exercise of the same, or of some other right, power or remedy.

                                 Page 20 of 25
<PAGE>

19.4  Save where provided otherwise in this Agreement, each of the Consortium
      Members shall pay their own costs incurred in connection with the
      preparation, execution, completion and implementation of this Agreement.

19.5  No announcement, circular, advertisement or other publicity in connection
      with the subject matter of this Agreement or any ancillary matter shall be
      made or issued by or on behalf of the parties to this Agreement (save as
      required by law) without the prior consent of the Steering Committee.

19.6  Without prejudice to the Sub-Framework Agreements this Agreement contains
      all the terms which the parties have agreed in relation to the opportunity
      to share revenue and other associated rights and obligations between the
      parties and it, supersedes any prior written or oral agreements,
      representations or understandings between the parties relating to such
      subject matter. No party has been induced to enter into this Agreement or
      any of those documents by a statement or promise which they do not
      contain, save that this clause shall not exclude any liability which one
      party would otherwise have to the other in respect of any statements made
      fraudulently by that party.

19.7  If any clause or part of this Agreement is found by any court, tribunal,
      administrative body or authority of competent jurisdiction to be illegal,
      invalid or unenforceable then that provision shall, to the extent
      required, be severed from this Agreement and shall be ineffective without,
      as far as is possible, modifying any other clause or part of this
      Agreement and this shall not affect any other provisions of this Agreement
      which shall remain in full force and effect.

19.8  Each party agrees to do all things and execute all deeds, instruments,
      transfers or other documents as may be necessary or desirable to give full
      effect to the provisions of this Agreement and the transactions
      contemplated by it.

19.9  This Agreement may be executed in any number of counterparts, each of
      which so executed shall be an original, but together shall constitute one
      and the same instrument.

20.   NOTICES

20.1  Any notice, demand or communication in connection with this Agreement
      shall be in writing and may be delivered by hand, pre-paid first class
      post or fax (if sent from overseas) addressed to the recipient at its
      registered office or its address or fax number as the case may be stated
      in Clause 20.3 (or such other address or fax number, as may

                                 Page 21 of 25
<PAGE>

      be notified in writing from time to time) and shall be marked for the
      attention of the contact name specified in Clause 20.3 below.

20.2  The notice, demand or communication shall be deemed to have been duly
      served:

      20.2.1      if delivered by hand, when left at the proper address for
                  service;

      20.2.2      if given or made by prepaid first class post 48 hours after
                  being posted;

      20.2.3      if given or made by fax, at the time of transmission, provided
                  that a confirming copy is sent by first class pre-paid post to
                  the other party within 24 hours after transmission;

      provided that, where in the case of delivery by hand or transmission by
      facsimile, such delivery or transmission occurs either after 4.00 p.m. on
      a Business Day, or on a day other than a Business Day, service shall be
      deemed to occur at 9.00 a.m. on the next following Business Day (such
      times being local time at the address of the recipient).

20.3  The addresses for the parties are as follows:

      ELCOM                               IMPAQ

      Mr Kevin Beare                      Michael Bennett
      Company Secretary

      Elcom Systems Ltd                   Lantern House, Walnut Tree Close,
      Forest House                        Guildford, Surrey, GU1 4TX;
      3-5 Horndean Road
      BRACKNELL                           Fax No. 01483 466901
      RG12 0XQ

      Tel: 01344 305244
      Fax: 01344 305245

      eMail: kevin.beare@kevinbeare.com

      and

      Mr. John Halnen
      COO
      Elcom International, Inc.
      10 Oceana Way
      Norwood, Ma 02062

                                 Page 22 of 25
<PAGE>

      Tel: 001-781-501-4010
      Fax: 001-781-551-0409
      jhalnen@elcom.com

      PACS                                @UKPLC

      The Company Secretary               Alice Leyland

      123 Buckingham Palace Road,         Unit 5 Jupiter House

      London,                             Calleva Park

      SW1W 9SR                            Aldermaston

                                          Reading

                                          RG7 8NN

      Fax No. +44 20 7312 4911            0118 963 7012

      PASSL

      The Company Secretary

      123 Buckingham Palace Road,
      London, SW1W 9SR

      Fax No. +44 20 7312 4911

21.   AMENDMENTS

21.1  This Agreement can be amended with the agreement of all the parties acting
      through the Steering Committee in order to give effect to rights and
      obligations to pay or receive monies under the Framework Agreement and
      associated agreements (as may be amended or supplemented from time to
      time).

                                 Page 23 of 25
<PAGE>

21.2  PASSL agrees to notify each Consortium Member as soon as possible if this
      Agreement needs to be changed in order to give effect to the rights and
      obligations to pay or receive monies under the Framework Agreement and
      associated agreements (as may be amended and supplemented from time to
      time) and will provide proposed wording with a description of the impact
      of the amendment on this Agreement. PASSL shall consider any
      representations made by the Steering Committee and issue new wording if
      necessary.

21.3  Agreement to the amendments proposed in Clause 21.2 shall not be
      unreasonably withheld or delayed by a Consortium Member and each
      Consortium Member agrees to co-operate with PASSL to ensure the amendments
      are correctly implemented in a timely manner.

21.4  In the absence of agreement of a party the amendment shall be made in
      accordance with the wording provided in Clause 21.2 and the parties who do
      not agree to the amendment may refer the matter for Dispute Resolution.

21.5  For the avoidance of doubt, the provisions of this clause 21 are subject
      to clause 8.4.2 of each Consortium Member's Sub-Framework Agreement.

22.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

      This Agreement does not create any rights for any other entities that are
      not party to this Agreement for the purposes of the Contracts (Rights of
      Third Parties) Act 1999 and no third party shall otherwise have any rights
      under this Agreement

23.   GOVERNING LAW AND JURISDICTION

23.1  The construction, validity and performance of this Agreement shall be
      governed by the laws of England and, subject to the provisions of the
      Dispute Resolution Procedure, each party submits to the exclusive
      jurisdiction of the English courts for the purposes of determining any
      dispute arising out of this Agreement or the transactions contemplated by
      it.

                                  Page 24 of 25
<PAGE>

SIGNED BY the duly authorised representatives of the parties on the date(s)
stated below

SIGNED by /s/ Robert J. Crowell
duly authorised to sign for and on
behalf of Elcom Systems Limited
Print Name

Job Title

Date August 12, 2005

SIGNED by
duly authorised to sign for and on
behalf of IMPAQ Business Solutions
Limited
Print Name

Job Title

Date

SIGNED by /s/ Simon Hirtzel
duly authorised to sign for and on
behalf of PA Consulting Services Limited
Print Name

Job Title

Date August 12, 2005

SIGNED by
duly authorised to sign for and on
behalf of @UK plc
Print Name

Job Title

Date

SIGNED by /s/ Veera Johnson
duly authorised to sign for and on
behalf of PA Shared Services Limited
Print Name

Job Title

Date August 12, 2005

                                 Page 25 of 25