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                                                                    EXHIBIT 10.1

                                COPY DATA LIMITED
                               CONTRACT AGREEMENT

DATE:                    ___________________________, 2001

EMPLOYER:                COPY DATA LIMITED The Arena, Raleigh Court,
                         Priestley Way, Crawley, Wst Sussex, RH10 2PD

EMPLOYEE:                __________________________________________

                         __________________________________________

JOB TITLE:               __________________________________________

NOTICE:                  The employment is terminable by 1 months notice on
                         either side

PLACE(S) OF WORK:        The Employee will be based at Crawley but may be
                         required to work from any of the Employees places of
                         business as may exist from time to time

AREA IN WHICH MAY BE     United Kingdom
RELOCATED:

SALARY:                  L________ per annum payable on the 7th of each month

COMMISSION:              % of Gross Profit (GP) payable subject to target.
                         Target set at L________ GP.

NORMAL HOURS:            8:30 a.m. - 5:30 p.m. Monday - Friday

PAID HOLIDAYS:           3 weeks per annum.

                         Holiday year commences 1 January

SICKNESS:                Statutory sick benefits

STATUTORY [AND           "Qualifying days" in respect of which sick pay may be
EMPLOYER'S] SICK PAY     paid are Monday - Friday.
SCHEME[S]:
                         Notification of incapacity required by telephone on
                         first qualifying day and weekly in writing thereafter

                         Evidence of incapacity required is self-certification
                         for the first seven days incapacity with a doctors sick
                         note after seven qualifying days and weekly thereafter
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                         NOTE that failure to notify and/or evidence incapacity
                         may affect right to payment

                         Details of the control system and further particulars
                         relating to the sick pay schemes are available from the
                         Employer

GRIEVANCE AND            The special rules applicable are set out in the
DISCIPLINARY copies      Employers disciplinary and grievance procedure of which
PROCEDURES:              are available from the Employer

EMPLOYMENT WITH          __________________________________________
COMPANY COMMENCED:

CONTINUOUS EMPLOYMENT    __________________________________________
COMMENCED:

COLLECTIVE AGREEMENTS:   There are no collective agreements directly affecting
                         the terms and conditions of employment

This table ("the table") and the attached schedule of ________ pages together
form a binding agreement made by us on the above date.

SIGNED [for and on       __________________________________________[director]
behalf of the Employer]

SIGNED by the Employee   __________________________________________


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                                  THE SCHEDULE

1.       THE APPOINTMENT

         1.1.     The Employer appoints the Employee and the Employee agrees to
                  act in the capacity specified in the table (or in such other
                  office or position as may from time to time be agreed) with
                  effect from the date specified in the table

         1.2.     Unless so stated in the table, the appointment is a permanent
                  and not a temporary one. The appointment will continue unless
                  and until either party gives to the other notice in writing as
                  specified in the table so as to expire either as there set out
                  or (if not specified) at any time

         1.3.     The Employee's place(s) of work are as set out in the table.
                  The Employee may be relocated within the area specified in the
                  table but will not be obliged (except for occasional visits in
                  the ordinary course of his duties) to go or to reside outside
                  that area

2.       DUTIES OF THE EMPLOYEE

         2.1.     The Employee will act with the utmost good faith and fidelity
                  to the Employer and will use his best endeavours to promote
                  the interests and welfare of the Employer and will devote the
                  whole of his time attention and skill to the business of the
                  Employer and will obey his reasonable and lawful directions.
                  The Employee is subject to the disciplinary rules specified in
                  the table.

         2.2.     The Employee must at all times comply with the Employees
                  directions relating to appearance and dress

         2.3.     The Employee is not entitled to receive or obtain directly or
                  indirectly any discount rebate commission or other profit in
                  respect of any such contract or any sale or purchase of goods
                  effected or other business contracted (whether or not by him)
                  by or on behalf of the Employer and shall account to the
                  Employer for any he does receive or obtain

         2.4.     The Employee must not (except with the consent in writing of
                  the Employer or as an investor in securities listed on a
                  recognised stock exchange) be directly or indirectly engaged
                  or concerned or interested in any other business whatsoever
                  and will be accountable to the Employer for any profits fees
                  or other sums derived from any interest which he has in breach
                  of this provision
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3.       REMUNERATION

         3.1.     The Employee will be entitled to salary or wages as specified
                  in the table (or any increased rates notified to him). Such
                  salary or wages shall unless otherwise stated in the table be
                  inclusive of any other fees or remuneration

         3.2.     There will be paid or refunded to the Employee all out of
                  pocket expenses properly incurred by him in the performance of
                  his duties. Any particular allowances benefits or expenses
                  specified in the table will be given in addition

         3.3.     The Employee's hours of work are as specified in the table but
                  he must work such hours as from time to time are reasonably
                  required of him and unless otherwise specified in the table he
                  will not be entitled to receive any additional remuneration
                  for work outside his normal hours

         3.4.     The Employee will be entitled to the amount of paid holiday
                  specified in the table in addition to the usual public
                  holidays also with pay. For each such public holiday which
                  falls on a Sunday or (if he does not normally work on a
                  Saturday) on a Saturday or during his permitted holiday as
                  aforesaid he will be entitled to one day's holiday in lieu.
                  Holidays may be taken only at such time or times as may be
                  approved by the Employer and holidays not taken during the
                  period of 12 months from the commencement date of the holiday
                  year may not be carried forward. On termination of this
                  agreement otherwise than as provided in clause 4.1.2 or than
                  by notice given by the Employee the Employee will be entitled
                  to accrued holiday pay in direct proportion to the length of
                  his service during the holiday year in which the termination
                  takes place due allowance being made for any holiday already
                  taken. No holiday may be taken during a period of notice
                  except with the consent of the Employer

         3.5.     In respect of any absence from work due to sickness or
                  accident (subject to any deduction as provided below):-

                  3.5.1.   The Employee will be entitled to receive remuneration
                           in accordance with the statutory sick pay scheme
                           together with such amount (if any) by which such
                           proportion of his remuneration for such period as is
                           specified in the table exceeds his entitlement under
                           such scheme (or entitlement forfeited for failure to
                           duly notify or evidence incapacity). For the purpose
                           of computing any period of absence any period of less
                           than 2 working weeks during which the employee
                           returns to work may be ignored

                  3.5.2.   in respect of the statutory sick pay scheme
                           "qualifying days" bear the meaning in the table. The
                           rules as to notification and evidence are set out in
                           the table. The rules as to control systems are set
                           out in the table. Unless otherwise shown in the table
                           the same rules apply for the Employees own sick pay
                           payments


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                  3.5.3.   in the event of any absence from work due to sickness
                           or accident there may be deducted from the
                           remuneration of the Employee an amount equal to the
                           income benefit which he is entitled to claim in
                           consequence of such sickness or accident under the
                           nabonal insurance scheme for the time being in force
                           and/or any scheme for the time being in force of
                           which by virtue of his employment he is a
                           non-contdbutory member and the amount of any
                           compensation or damages received or receivable by him
                           in respect of any accident by way of compensation for
                           loss of earnings. The responsibility for making any
                           necessary claim shall be that of the Employee

         3.6.     The Employee will be entitled to the provision for pension
                  and/or life assurance rights (if any) specified in the table

4.       TERMINATION OF THE APPOINTMENT

         The appointment is subject to termination by the Employer forthwith by
         notice in writing if the Employee commits any serious or repeated
         breach or after due warning fails to discontinue any material breach of
         his obligations hereunder or is guilty of conduct tending to bring
         himself or the Employer into disrepute or becomes of unsound mind or
         has a bankruptcy or administration order made against him or enters
         into any arrangement with his creditors

5.       SUPPLEMENTARY TERMS APPLICABLE ON TERMINATION

         5.1.     The Employee has or will obtain in the course of his
                  appointment knowledge of the trade connection and secrets and
                  other confidential information belonging to the group and
                  accordingly agrees to be bound by the following restrictions:-

         5.2.     he will not after the termination of his appointment howsoever
                  occurring (subject to proviso B below) for 12 months on his
                  own account or for any other person firm or company solicit
                  interfere with or endeavour to entice away from the Employer
                  any person firm or company who or which at the determination
                  of his employment was or shall be an employee or regular
                  customer of or supplier to or otherwise in the habit of
                  dealing with the Employer (or who shall have approached or
                  shall have been approached by the Employer with a view to
                  dealing either as such customer or as such supplier such
                  approach not having been rejected by the other party) in the
                  course of the business in which the Employee shall have been
                  employed during his appointment

         5.3.     he will not after the termination of his appointment howsoever
                  occurring (subject to proviso B below) for 12 months directly
                  or indirectly engage or offer any employment to any person who
                  at any time during his appointment shall have


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                  been an officer or employee or agent of the Employer with
                  access to confidential information relating to any of its
                  suppliers products or customers

         5.4.     he will not at any time divulge to any person (other than
                  those of the officials of the Employer whose province it is to
                  know the same or upon the order of a court of competent
                  jurisdiction or with the approval of the board of directors)

                  5.4.1.   any trade secret; or

                  5.4.2.   any other confidential information (including without
                           prejudice to the foregoing names of customers or
                           suppliers or potential customers or suppliers);
                           belonging to the Employer which he may have received
                           during his appointment (unless the same has come into
                           the public domain)

         5.5.     he will not make copies of or memorise any confidential
                  documents records recordings programmes printouts or lists
                  belonging to the Employer and will on leaving service hand
                  over all such matters belonging to the Employer or relating to
                  its business or affairs (and all copies thereo) including all
                  notes lists printouts and diaries and will retain no copies
                  thereof or notes relating thereto

         PROVIDED THAT

         A.       Each of the obligations and restrictions contained in clause
                  5.1 or any part thereof shall be a separate distinct and
                  severable obligation

         B.       The obligations and restrictions contained in sub-clauses 5.2
                  and 5.3 of this clause 5.1 shall not apply where the Employer
                  wrongfully or unfairly terminates the Employee's appointment
                  or if the Employee terminates the employment in circumstances
                  where the Employer has repudiated the contract or where the
                  termination amounts to constructive dismissal

         C.       It is agreed that the said obligations or restrictions are
                  only such as are reasonably necessary for the protection of
                  the Employees business but should any of the same be held void
                  voidable illegal or otherwise unenforceable the same shall be
                  deemed to be re-written with such minimum amendment as is
                  compatible with the same being fully enforceable

6.       COMPANY VEHICLES

         The Employee may be provided with a company vehicle. The maintenance
         and cleanliness of the vehicle shall be the Employee's responsibility.
         The vehicle must not be driven by anyone other than the Employee. The
         Employer reserves the right to charge the Employee in respect of any
         mechanical problems caused by a failure by the Employee


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         to take reasonable care of the vehicle and in respect of any expense
         incurred by the Employer in valeting the vehicle. Any charges in this
         respect may be deducted from the Employee's salary. The Employee is
         required to refund to the Employer any outstanding balance on the
         Employee's fuel float. The Employer is entitled to deduct the same from
         the Employee's salary

7.       PREVIOUS AGREEMENTS

         This agreement is in substitution for all and any previous contracts of
         service or arrangements between the Employer and the Employee which
         will be deemed to have been terminated by mutual consent without
         liability on either party but without prejudice to accrued to RIGHTS
         AND LIABILITIES


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