DATED JULY 21, 2000

                           PHILLIPS & CHAMBERS LIMITED

                                      -AND-

                                  SHAWN O'ROUKE

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

                                SERVICE AGREEMENT

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




                                     emw law

                                  SECKLOE HOUSE

                              101 NORTH 13TH STREET

                              CENTRAL MILTON KEYNES

                                     MK9 3NU


<PAGE>


THIS AGREEMENT is dated the 21st day of July 2000

BETWEEN:

(1)            PHILLIPS & CHAMBERS  LIMITED  (registered  number  2658545  whose
               registered  office is at Kennet  House,  80 Kings  Road,  Reading
               ("the Company"); and

(2)            SHAWN O'ROUKE of 30 Brown Candover, Arlesford Hampshire, S024 9TR
               ("the Executive")


1.             DEFINITIONS
--------------------------

1.1            In this  Agreement the  following  words and phrases shall unless
               otherwise  expressly  stated,   have  the  following   respective
               meanings:

               "APPOINTMENT"  means the  employment of the  Executive  under the
               terms of this Agreement and the Schedule

               "BOARD"  means the Board of Directors of the Company from time to
               time or its duly authorised representative;

               "BOARD  APPROVAL" means a consent or approval which the Board has
               resolved to give (and which may at the discretion of the Board be
               subject to conditions) and of which notice in writing signed by a
               director  or the  secretary  of the Company has been given to the
               Executive;

               "BUSINESS"  means the business of the provision of human resource
               and training  consultancy services including (but not limited to)
               the  provision  of  training  courses and the  development  of or
               assisting  with the  development  of systems  to  control  and/or
               enhance the provision of training.

               "DATE CONTINUOUS EMPLOYMENT BEGAN" means 1st February 1998;

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               "ERA" means the Employment Rights Act 1996, as amended;

               "GROUP"  means  together the Company,  and every company which is
               for the time  being  the  holding  company  of the  Company  or a
               subsidiary of the Company or such holding company;

               "GROUP  COMPANY"  means a company  for the  relevant  time  being
               comprised within the Group;

               "INCAPACITY"  means  sickness,  accident or injury  rendering the
               Executive incapable of performing services in accordance with the
               provisions of this Agreement.;

               "INTELLECTUAL  PROPERTY  RIGHTS"  means  any right  conferred  by
               English Law in respect of any patent,  registered design,  design
               right,  copyright,  trademark  and  semi-conductor  product right
               together  with any  analogous  right  conferred by the law of any
               country other than England;

               "SUBSIDIARY" means The McMillan  Partnership  Limited (registered
               number 2659327)

1.2            The expressions  "subsidiary company" and "holding company" shall
               have  the  meanings  ascribed  to  them  by  Section  736  of the
               Companies Act 1985 or any statutory  modification or re-enactment
               thereof.

1.3            Reference to any legislation  shall be construed as references to
               legislation  are  from  time  to  time  amended,   re-enacted  or
               construed.

1.4            Reference in this Agreement to the singular  includes a reference
               to the  plural  and vice  versa and  reference  to the  masculine
               includes a reference to the feminine and neuter and  reference to
               a person shall  include a reference to any company as well as any
               legal or natural person.

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1.5            The  construction  of this Agreement is not to be affected by any
               heading.

1.6            References  in  this  Agreement  to  clauses,   sub-clauses   and
               schedules are, unless otherwise  specified,  reference to clauses
               and sub-clauses of and schedules to this Agreement.

1.7            References to this  Agreement  include a reference to each of the
               Schedules.

2.             APPOINTMENT
--------------------------

2.1            The Company shall employ the Executive and the Executive shall be
               employed by the Company in the  capacity  of  Associate  Director
               and/or in such other positions or capacity with such job title as
               the Board may from time to time reasonably  decide and subject to
               the terms and conditions set out in this Agreement.

2.2            No  employment  prior to the  Date  Continuous  Employment  Began
               counts as part of the Executive's continuous period of employment
               with the Company.

3.             TERM

3.1            The Appointment  shall commence on the date of this Agreement and
               unless  previously  terminated in accordance  with clause 10.5 or
               14.1 shall  continue  for a period of three years and  thereafter
               unless and until  terminated  by either party giving to the other
               at least 3  months'  written  notice  to expire at or at any time
               after the expiry of such three year period.

3.2            The Appointment will terminate  automatically  upon the Executive
               reaching his 60th birthday.

3.3            Once notice to  terminate  the  Executive's  employment  has been
               given by the Company or the Executive pursuant to clause 3.1, the
               Company:

3.3.1          shall  be  under  no  obligation  to  vest  in or  assign  to the
               Executive  any  powers or duties or to  provide  any work for the
               Executive; and

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3.3.2          may  exclude the  Executive  from any  premises  of the  Company;
               provided  always  that  the  Executive's  salary  and  any  other
               contractual benefits shall not cease to be payable or provided by
               reason only of the Company  exercising its rights pursuant to sub
               clauses 3.3.1 or 3.3.2.  This clause shall not affect the general
               right of the Company to suspend  for good  cause,  nor affect the
               rights and  obligations  of the  parties  prior to the service of
               such notice.

3.4            The Company  may,  once it or the  Executive  has given notice to
               terminate the  Appointment,  pay to the Executive  such sum as he
               would have earned during the remaining  notice period rather than
               require him to work during that  period,  and in this event,  the
               termination  date shall be the Executive's  last day of work with
               the Company. For the avoidance of doubt, if the Executive is paid
               such a  payment,  he  shall  not be  entitled  to any  additional
               payment in respect of holiday which would  otherwise have accrued
               during such notice period or the balance thereof.

3.5            Clause  3.4  shall not  release  the  Executive  from any duty to
               mitigate   any  loss  arising   from  the   termination   of  the
               Appointment.

4.             DUTIES
---------------------

4.1            During the Appointment the Executive shall:

4.1.1          be responsible directly to the Board;

4.1.2          perform such duties and exercise such powers and functions as may
               from time to time be  reasonably  assigned to or vested in him by
               the Board whether relating to the Company or any Group Company;

4.1.3          unless  prevented by ill health  devote the whole of his time and
               attention  endeavours and abilities to promoting the interests of
               the Company and shall not engage in any activity  which may be or
               may  become  harmful  to or  contrary  to  the  interests  of the
               Company;

4.1.4          observe  and  comply  with all lawful  and  reasonable  requests,
               instructions,  resolutions  and regulations of the Board and give
               to the Board such explanations  information and assistance as the
               Board may reasonably require;

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4.1.5          carry out his duties in a proper  loyal and  efficient  manner to
               the best of his  ability  and use all  reasonable  endeavours  to
               maintain and extend the business of the Company;

4.1.6          be based at the  Company's  premises in Wokingham or at any other
               place  within a 25 mile  radius of  Reading as the Board may from
               time to time  require,  although  the  nature of the  Executive's
               position  is  such  that  he/she  might  be  required  to  travel
               extensively within the United Kingdom and abroad;

4.1.7          accept  (if  offered)  appointment  as a  director  of any  Group
               Company and resign any such appointment if requested by the Board
               without any claim for damages or compensation.

4.2            During  the  Appointment  the  Executive  shall not  without  the
               written consent of the Board (such consent not to be unreasonably
               withheld):

4.2.1          be engaged  directly  in any  capacity  in any trade  business or
               occupation  whatsoever  other than the business of the Company or
               any  Group  Company  provided  that the  Executive  shall  not be
               prohibited from holding  whether  directly or indirectly up to 3%
               of the  shares or stock of any class of any  company  listed on a
               recognised stock exchange or the Alternative  Investment  Market;
               or

4.2.2          pledge the credit of the Company or any Group  Company other than
               in the day to day  running  of the  business  or  enter  into any
               contracts  or  obligations  involving  the  Company  or any Group
               Company in major or substantial commitments;

4.3            During the Appointment  the Executive shall promptly  disclose to
               the Board any interest he has in any trade business or occupation
               whether or not it directly  competes with the business carried on
               by the Company and/or by the Subsidiary.

5.             REMUNERATION AND EXPENSES
----------------------------------------

5.1            During the Appointment:

5.1.1          the  Company  shall pay to the  Executive a salary at the rate of
               (pound)60,000  pounds per annum or at such other rate as may from
               time to time be agreed between the Company and the Executive;

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5.1.2          the salary shall be deemed to accrue  evenly from day to day over
               365 days in each year and shall be  payable  in  arrears by equal
               monthly  instalments on the last working day of each month into a
               bank  nominated  by him and shall be inclusive of any fees and/or
               remuneration  to which the Executive may be entitled by reason of
               his holding of any office in any Group Company;

5.1.3          the  salary  shall be  reviewed  by the  Board at its  discretion
               annually with effect from 1st July each year having regard to the
               individual performance of the Executive and the contribution made
               by the Company to the profitability of the Group

5.1.4          the Executive  shall be entitled to a profit related bonus in the
               manner set out in Part I of Schedule 1; 5.1.5 the Executive shall
               be entitled to an introductory commission bonus in the manner set
               out at Part II of Schedule 1.

5.2            The Company shall  reimburse the Executive for all reasonable and
               authorised out of pocket expenses (including hotel and travelling
               expenses)  wholly  necessarily  and  exclusively  incurred by the
               Executive  in  the  discharge  of  his  duties   subject  to  the
               production  of  appropriate  receipts  or  vouchers or such other
               evidence as the Company may  reasonably  require as proof of such
               expenses.

6.             COMPANY CAR
--------------------------

6.1            The  Company  shall  provide  the  Executive  with  a  motor  car
               equivalent to a BMW 523i.  The Executive  shall also be permitted
               to use  the  motor  car for  private  purposes  including  use by
               members of his family and any  employees  of the  Company who are
               authorised  in writing by the Company  and are  licensed to drive
               for that purpose.

6.2            The  Company  shall pay all  taxation  premiums  maintenance  and
               repair expenses and all petrol oil and other running expenses.

6.3            The Executive shall at all times:

6.3.1          take good care of the motor car and procure  that the  provisions
               of any insurance policy relating to it are observed;

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6.3.2          ensure  that the motor car is not taken out of the member  states
               of the European  Union for private use without the prior  written
               consent of the Company.

6.4            The Company  reserves  the right to withdraw  this benefit if the
               Executive is convicted of a serious motoring  offence  (including
               without  limitation  any offence  relating to the  consumption of
               alcohol or drugs).

6.5            The Company may from time to time,  at its  complete  discretion,
               replace  the  make  or  type  of  car  with  one  of an at  least
               equivalent value provided that the Company must replace the motor
               car with a previously  unregistered  motor car not less than once
               in every  three  years  commencing  on the date of  expiry of the
               lease of the Executive's current motor car.

7.             PENSION
----------------------

7.1            The  Company  shall  contribute  to an  Inland  Revenue  approved
               Personal  Pension Scheme of the  Executive's to the sum of 10% of
               the Executive's salary per annum such contributions to be made in
               equal monthly instalments in arrears.

7.2            A  contracting  out  certificate  issued  under  Section 7 of the
               Pension Schemes Act 1993 as amended is not in force in respect of
               the Appointment.

8.             PRIVATE MEDICAL INSURANCE

8.1            The Company  shall  provide the  Executive  with private  medical
               expenses  insurance  for himself  and his wife and his  dependent
               children in accordance with arrangements made between the Company
               with such reputable  insurer as the Board may decide from time to
               time and subject to the terms and  conditions  applicable  to any
               such insurance.

9.             HOLIDAYS AND HOLIDAY PAY

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9.1            In addition to the normal bank and public  holidays the Executive
               shall be entitled to 23 working days' holiday  during each period
               of 12 months  commencing  1st January (the "holiday  year") to be
               taken at such time as the Board may from time to time approve.

9.2            The Executive may not,  without the prior written  consent of the
               Board carry forward any unused holiday entitlement in any holiday
               year to any  following  holiday  year  and such  holiday  will be
               forfeited without any right to payment in lieu.

9.3            In  the  holiday  year  in  which  the  Executive's   Appointment
               commences or terminates  the Executive  shall be entitled to 1.92
               days holiday for each completed month of service.

9.4            Upon  termination of the  Appointment the Executive shall subject
               to clauses 3.4 and 14.2 below if  appropriate  either be entitled
               to salary in lieu of an  outstanding  holiday  entitlement  or be
               required to repay to the  Company any salary  received in respect
               of  holiday  taken  in  excess  of  his   proportionate   holiday
               entitlement  and any sums  repayable  by the  Executive  shall be
               deducted from any outstanding salary or other payments due to the
               Executive.

9.5            The Board reserves the right to require the Executive to take any
               accrued  but  unused  holiday  entitlement  during  any period of
               notice given to terminate the Appointment.

9.6            The provisions of this clause 9 will replace Regulations 15(1) to
               15(4) inclusive of the Working Time Regulations 1998.

10.            SICKNESS AND ABSENCE

10.1           If  the   Executive   is  prevented   by   Incapacity   or  other
               circumstances  beyond his control from  properly  fulfilling  his
               duties  under this  Agreement  he shall  immediately  notify a co
               director and inform him of the reason for his absence.

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<PAGE>

10.2           The  Executive  shall,  subject to complying  with the  Company's
               rules governing notification and evidence of absence by reason of
               Incapacity for the time being in force, be entitled to be paid:

10.2.1         his  salary  for up to 6  months'  absence  in  aggregate  in any
               calendar year;

10.2.2         thereafter  such  remuneration as the Board shall in its absolute
               discretion allow.

10.3           The Executive agrees that at any time during the Appointment that
               he has been  absent  for a period  in  aggregate  in  excess of 1
               calendar  month in any one  year he will  consent  if  reasonably
               required by the Company,  to a medical  examination  by a medical
               practitioner  appointed  by the  Company at its expense and shall
               authorise  such medical  practitioner  to disclose to and discuss
               with one or more  members  of the Board the  results  of any such
               medical examination.

10.4           If the Executive shall be absent by reason of Incapacity for more
               than an aggregate of 6 calendar months in any period of one year,
               the Company may at any time  thereafter by not less than 3 months
               notice in writing to the Executive  terminate the Appointment and
               the  Executive  shall  have no claim  for  damages  or  otherwise
               against the Company in respect of such termination.

10.5           If  the  Executive  is  prevented  by  Incapacity  from  properly
               performing  his duties  under this  Agreement  for a  consecutive
               period of 10 working days the Company may  (without  prejudice to
               the provisions of clause 4.6.2) appoint another person or persons
               to perform  those duties until such time as the Executive is able
               to resume  fully the  performance  of his duties,  upon which the
               Executive  shall  forthwith  be  entitled to return to all duties
               pursuant to the Appointment.

10.6           If the  Incapacity has been caused by the action of a third party
               in  respect  of  which  damages  are or may  be  recoverable  the
               Executive shall immediately  notify the Company Secretary of that
               fact and shall receive the payments referred to Clause 10.3 above
               as loans by the Company to the Executive (notwithstanding that as
               an  interim  measure  income  tax has  been  deducted  from  such
               payments  as if they were

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<PAGE>

               emoluments of employment)  and shall repay such loans when and to
               the extent that the Executive  recovers  compensation for loss of
               earnings from that third party by action or otherwise.

11.            CONFIDENTIAL INFORMATION

11.1           The Executive shall not at any time during the Appointment nor at
               any time  after  its  termination  except  for a  purpose  of the
               Company or the Group directly or indirectly use or disclose trade
               secrets or  confidential  information  relating to the Company or
               any Group Company or the Company's or any Group Company's agents,
               customers, prospective customers or suppliers.

11.2           For the purposes of clause 11.1  confidential  information  shall
               include  any  information  relating  to the  Business  and/or the
               financial affairs of the Company or the Group or the Company's or
               any Group Company's agents,  customers,  prospective customers or
               suppliers and in particular shall include:

11.2.1         the business methods and information of the Company and any Group
               Company  (including  fees  charged,  discounts  given to clients,
               marketing  and   advertising   programmes,   costings,   budgets,
               turnover, sales targets or other financial information);

11.2.2         lists and  particulars  of the Company's and any Group  Company's
               clients and  prospective  clients and the individual  contacts at
               such clients and prospective clients;

11.2.3         details  and  terms  of the  Company's  and any  Group  Company's
               Agreements with clients;

11.2.4         confidential   details  as  to  the  training   and   recruitment
               strategies and policies of clients and prospective clients:

               whether  or  not  in the  case  of  documents  or  other  written
               materials they are or were marked as confidential whether or not,
               in the case of other information,  such information is identified
               or  treated  by  the  Company  or  any  Group  Company  as  being
               confidential.

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<PAGE>

11.3           The  Executive  shall  not  be  restrained  from  disclosing  any
               confidential  information  which;  11.3.1  he  is  authorised  to
               disclose by the Board;  or 11.3.2 had  entered the public  domain
               unless it enters the public domain as a result of an unauthorised
               disclosure by the Executive; or

11.3.3         is an authorised  disclosure for an  unauthorised  purpose by the
               Executive  or anyone  else  employed or engaged by the Company or
               any Group Company; or

11.3.4         is  disclosed  pursuant  to any order of any  court of  competent
               jurisdiction.


12.            RESTRICTIVE COVENANTS

12.1           The  Executive  understands  and  acknowledges  that he has  been
               appointed  to a senior  position and he has or will in the course
               of the Appointment acquired or acquire confidential  information,
               trade  secrets  and  knowledge  about the  business,  operations,
               clients  and  trade  connections  of the  Company  and any  Group
               Company and agrees to enter into the  restrictions in this clause
               for the purpose of protecting those  interests,  the goodwill and
               the  stable  trained  workforce  of the  Company  and  any  Group
               Company.

12.2           The Executive  shall not without the prior written consent of the
               Board  during the period of 1 year after the  termination  of the
               Appointment,  directly or  indirectly,  on his own behalf,  or on
               behalf of any  person  firm or  company  in  connection  with any
               business which is or intended to be directly competitive with any
               of  the  businesses  carried  on by  the  Company  and/or  by the
               Subsidiary at the date of termination of the Appointment in which
               the Executive had management responsibilities during the 6 months
               immediately preceding the termination of the Appointment:

12.2.1         solicit the  services or canvass the custom of any person firm or
               company who during the 12 months prior to the  termination of the
               Appointment  was a client  or  prospective  client  with whom the
               Company and/or the Subsidiary  had on-going  discussions  and (in
               the case of a client)  from whom he had  obtained  business or to
               whom he had provided services on behalf of the Company and/or any
               Group

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<PAGE>

               Company or (in the case of a potential  client)  with whom he had
               dealt with a view to obtaining business;

12.2.2         entice  away,  or attempt to entice  away,  any  employee  of the
               Company or the  Subsidiary who was employed by the Company or the
               Subsidiary  at the  time of the  termination  of the  Appointment
               provided that this  restriction  shall only apply to persons whom
               the  Executive has managed or with whom he has worked at any time
               during the 6 months immediately  preceding the termination of the
               Appointment  and who are  engaged in a  management  or  executive
               role.

12.3           The Executive  shall not without the prior written consent of the
               Board (such consent not to be unreasonably withheld) for a period
               of 6 months after the termination of the Appointment, directly or
               indirectly,  on his own behalf, or on behalf of any person,  firm
               or company:

12.3.1         within the  United  Kingdom  set up,  carry on, be  employed  in,
               provide  services  to, be engaged or  interested  in,  whether as
               director,  employee,  principal,  agent  or  otherwise  save as a
               shareholder  of not  more  than 3% of any  public  company  whose
               shares  are  quoted  on  any  recognised  Stock  Exchange  or the
               Alternative  Investment  Market,  any  business  which  is  or is
               intended to be directly competitive with the Business

12.3.2         endeavour  to  impair  in any way the  relationship  between  any
               supplier  to or  client  of  the  Company  or any  Group  Company
               provided that references to clients or suppliers shall only refer
               to  those  persons  with  whom  the  Executive  has had  personal
               dealings   or   for   whom   the   Executive    had    management
               responsibilities.

12.4           The  restrictions  contained in this clause are considered by the
               parties to be  reasonable in the  circumstances.  Each sub clause
               constitutes an entirely separate and independent  restriction and
               the duration,  extent and application of each of the restrictions
               are no  greater  than  is  necessary  for the  protection  of the
               interests of the Company and any Group Company.

12.5           The period of the  restrictions  in Clause 12.2 and 12.3 shall be
               reduced by any period immediately prior to the termination of the
               Executive's   Appointment  during

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<PAGE>

               which the  Executive  is not  required  to attend  the  Company's
               premises in accordance with Clause 3.3.2.

13.            INTELLECTUAL PROPERTY

13.1           All designs,  inventions,  programs  discoveries or  improvements
               conceived  or made  by the  Executive  during  the  course  of or
               arising out of the  Appointment  (whether  alone or together with
               any other person or persons) and which concern or are  applicable
               to  services  provided by the  Company  and/or any Group  Company
               ("Designs and Inventions") shall be the exclusive property of the
               Company.

13.2           Any  Designs and  Inventions  shall be  disclosed  to the Company
               whether conceived  apprehended or learned by the Executive during
               the course of or after the termination of the Appointment.

13.3           When  instructing  any person,  firm or company to carry out work
               (including  the supply of goods and/or  services) for the Company
               or any Group Company or in connection with the Company's business
               or the business of any Group Company, the Executive shall use all
               reasonable endeavours to ensure that such person, firm or company
               first  assigns  to the  Company or any Group  Company  all future
               Intellectual  Property  Rights in any property which they create,
               devise, produce,  discover or formulate in the course of carrying
               out the work which they are instructed to perform.

13.4           The Company shall indemnify the Executive against all liabilities
               to third parties in connection with or arising out of all and any
               application  and  all  and  any  resulting   patents  and  design
               registrations  which may be granted if and to the extent that any
               such liabilities arise from the act or default of the Company.

13.5           The Executive hereby  irrevocably  appoints the Company to be his
               attorney in his name and on his behalf to do and execute al acts,
               deeds, matters and things and generally to use for the purpose of
               giving to the Company (or its  nominee)  the full  benefit of the
               provisions  of this  clause  and in favour  of any third  party a
               certificate

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<PAGE>

               in writing  signed by any  director or  secretary  of the Company
               that any  instrument  or act falls  within the  authority  hereby
               conferred shall be conclusive evidence that such is the case.

13.6           The Executive hereby  irrevocably waives all moral rights arising
               under  the  Copyright,  Designs  and  Patents  Act  1988  in  any
               copyright  work  written  or  created by him in the course of the
               Employment  and all moral rights in all other  countries in which
               copyright  (including  future  copyright) in any work subsists or
               may  subsist  except  to the  extent  that  the  Executive  shall
               exercise such moral rights at the Company's request provided that
               the Company shall pay the Executive's expenses in so doing.

14.            TERMINATION

14.1           The Appointment  may be terminated  with immediate  effect by the
               Company by written notice if the Executive shall at any time:

14.1.1         commit any serious  breach or repeat  after  written  warning any
               breach or be guilty of a continuing breach of any of the terms of
               this Agreement; or

14.1.2         be guilty of any  serious  misconduct  or after  written  warning
               wilful  neglect  in  the  discharge  of  his  duties  under  this
               Agreement; or

14.1.3         be  adjudicated  bankrupt or make any  arrangement or composition
               with his creditors; or

14.1.4         be convicted of a criminal offence (except a road traffic offence
               not  involving  a  custodial  sentence)  which in the  reasonable
               opinion of the Board  materially  and/or  adversely  affects  his
               ability to  continue  in office as an  employee or officer of the
               Company   (including   bringing   himself  or  the  Company  into
               disrepute); or

14.1.5         refuse or fail to agree to accept  employment on the terms and in
               the circumstances specified in clause 15.1 of this Agreement; or

14.1.6         become  prohibited  by lay from being or acting as a director  of
               the Company; or

14.1.7         become a patient  within  the  meaning  of Part VII of the Mental
               Health  Act 1983 and where an order  shall be made in  respect of
               his  property  under  Section  95 of  that  Act or any  statutory
               modification or re-enactment thereof.

                                       14
<PAGE>

14.2           The  Company  may at any time,  by  written  notice  given by the
               Board, suspend the Executive for the purpose of investigating any
               misconduct or neglect  alleged against the Executive for a period
               not  exceeding one month and during any such period the Executive
               shall  not,  except  with the  consent  in  writing of the Board,
               attend at any  premises  of the  Company or any Group  Company or
               contact any  employee of the Company or any Group  Company or any
               client or supplier of the Company or any Group Company.

14.3           The  Executive  shall  not  receive  accrued  holiday  pay if the
               Appointment is summarily terminated under clause 14.1.

14.4           Upon termination of the Appointment:

14.4.1         the Executive  shall upon the request of the Company  resign from
               all (if any)  offices  held by him in the  Company  or any  Group
               company and all (if any)  trusteeships held by him of any pension
               scheme or any trust  established or subscribed  to/by the Company
               and any Group  Company  and in the event of his  failure to do so
               the  Company is hereby  irrevocably  authorised  to appoint  some
               person  in his name and on his  behalf  to sign and  execute  all
               documents  and do all things  necessary  to  constitute  and give
               effect to such resignation;

14.4.2         the  Executive  shall  immediately  return  to  the  Company  all
               correspondence, documents, papers, memoranda, notes, records such
               as may be contained in magnetic  media or other forms of computer
               storage,  videos  tapes  (whether or not  prepared or produced by
               him) and any copies thereof charge and credit cards and all other
               property  (including  any car) belonging to the Company which may
               be in the Executive's possession or under his control.

14.5           The Executive  shall not at any time after the termination of the
               Appointment  represent himself as being in any way connected with
               or  interested  in the  business  of  the  Company  or any  Group
               Company.

14.6           The  Company  may in its  absolute  discretion  at any time after
               notice  of  termination  shall  have been  given by either  party
               lawfully  terminate  this  Agreement  by notice in  writing  with
               immediate  effect by paying to the  Executive  an amount equal to
               his

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<PAGE>

               basic salary  entitlement for the then unexpired period of notice
               together  with such further  amount as is equal to the fair value
               of any other  benefits to which the  Executive  is  contractually
               entitled under the terms of this Agreement  during such unexpired
               period of notice  (subject in either case to  deduction at source
               of income tax and national insurance contributions.

14.7           The Executive  expressly agrees that the Company may, pursuant to
               Part II of the ERA,  make such  deductions  from  salary or other
               payments due on the  termination of or during the  Appointment as
               may be necessary to reimburse  the Company  against any liability
               of or incurred by the executive to the Company  including but not
               limited to loans, advances,  relocation expenses,  excess holiday
               payments and any  outstanding  payments  made to the Executive in
               relation to the Company car.

14.8           Upon  notice to  terminate  the  Appointment  being  given by the
               Company or the  Executive  then at any time after such  notice is
               given by the Company or the Executive if requested by the Company
               the Executive will:

14.8.1         immediately return to the Company all correspondence,  documents,
               specifications,  papers,  magnetic disks, tapes or other software
               storage media and property in his  possession  custody or control
               belonging to the Company or any Group Company;

14.8.2         immediately  return to the Company all  documentation or articles
               which contain records of confidential  information concerning the
               business of the Company or any Group Company;

14.8.3         not during the notice  period  without  the  consent of the Board
               contact or deal with  customers  suppliers  or  employees  of the
               Company or the Subsidiary.

14.9           For the  avoidance of doubt the  Executive  and the Company agree
               that:

14.9.1         subject  to  clause  14.8  the   Executive's   other  duties  and
               obligations  whether  contractual or otherwise  shall continue in
               force and effect during the notice period; and

14.9.2         the Executive shall not without the consent of the Board commence
               any  employment  or  engagement  with any third party during this
               period.

                                       16
<PAGE>

15.            AMALGAMATION, RECONSTRUCTION, TRANSFER AND CHANGE OF DIRECTOR

15.1           If the Company is wound up for the purposes of  reconstruction or
               amalgamation  the executive shall not as a result or by reason of
               any  termination of the  Appointment or the  redefinition  of his
               duties  within the Company or the Group  arising or  resulting or
               from any  reorganisation  of the group have any claim against the
               Company  for  damages  for  termination  of  the  Appointment  or
               otherwise  so long as he shall  be  offered  employment  with any
               concern or  undertaking  resulting  from such  reconstruction  or
               amalgamation  on terms and  conditions no less  favourable to the
               Executive than the terms contained in this Agreement.

16.            PRESCRIBED INFORMATION

16.1           The  following  information  is set  forth  for the  purposes  of
               section 3, ERA:

16.1.1         disciplinary  action  will  not  normally  be  taken  unless  the
               Executive has first had the opportunity of making representations
               to the person taking the relevant decision;

16.1.2         If  the  Executive  shall  have  a  grievance   relating  to  his
               employment  or is  dissatisfied  with any  disciplinary  decision
               relating  to him he may apply to the  Board  and his  application
               will be  dealt  with by the  Board  at a  meeting  at  which  the
               Executive shall be entitled to be present;

16.1.3         there are no disciplinary rules applicable to the Executive other
               than those set out in this Agreement.

17.            GOVERNING LAW AND JURISDICTION

17.1           This Deed shall be governed by English Law and for the benefit of
               the  Company,  the  Executive  hereby  submits  to the  exclusive
               jurisdiction of the English Courts.  The Executive  hereby agrees
               that service upon the Executive at his address  specified in this
               Agreement  or such other  address as he may notify to the Company
               in writing  of any  proceedings  relating  to this Deed or to any
               document  entered  into  pursuant  hereto shall  constitute  good
               service upon the Executive.

                                       17
<PAGE>

18.            NOTICES

18.1           Notices  may be given by  either  party by  letter  or  facsimile
               message  addressed  to the  other  party  at (in the  case of the
               Company)  its  registered  office  for the time being and (in the
               case of the Executive) his last known address and any such notice
               given by letter shall be deemed to have been given at the time at
               which the letter would be delivered by First Class post.

19.            GENERAL
----------------------

19.1           This Agreement is in substitution for and supersedes all previous
               contracts of service  and/or other  agreements,  arrangements  or
               understandings  between the Company and the Executive relating to
               his employment by the Company.

19.2           Insofar as the  benefit of the  provision  in this  Agreement  is
               expressed  to  extend  to the  Group or any  Group  Company,  the
               company  contracts  as trustee  for any other  Group  Company and
               (without  prejudice to the  Company's  rights to enforce any such
               provision  both for itself and any other Group  Company) any such
               other Group Company may enforce the same against the Executive.

19.3           Failure by the Company  (or any other Group  Company) to exercise
               any of its rights under this Agreement shall not constitute or be
               deemed to constitute a waiver or forfeiture of such rights.


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<PAGE>


                                   SCHEDULE 1
                                   ----------

                                     PART I
                                     ------

                        PROFIT RELATED BONUS ENTITLEMENT
                        --------------------------------

1.             Subject to the following  provisions the Executive's  entitlement
               to a bonus under clause 5.1.4 for each complete  financial period
               of the company during the currency of this  Agreement  commencing
               1st July  2000 is 5 per cent of the  amount  by which the PBT (as
               defined below) exceeds  (pound)310,000  ("Target  Profit") of the
               Company and the Subsidiary.

2.             If during the currency of this Agreement any financial  period of
               the  Company  shall have a  duration  other than 365 days (or 366
               days in the  case of a leap  year)  the  Target  Profit  shall be
               adjusted in the same proportion as the number of complete days of
               the financial period bears to 365.

3.             If the Executive's  employment is terminated during the course of
               a financial year for any reason other than voluntary  termination
               by the Executive or lawful  termination  of this Agreement by the
               Company pursuant to clause 14 then the Executive's entitlement to
               bonus under this schedule shall be calculated on a pro-rata basis
               by reference to PBT at the end of the relevant financial period.

4.             "PBT"  means the  cumulative  net  revenue  profits  shown in the
               audited   Profit  and  Loss  Accounts  of  the  Company  and  the
               Subsidiary  for the  relevant  financial  period  subject  to the
               following  adjustments  (if not already taken into account in the
               Profit and Loss Accounts):

4.1            After  adding  50% of any  revenue  of the Group  (excluding  the
               Company and the Subsidiary)  directly  attributable to a referral
               by the Company or the Subsidiary of a client or customer.

4.2            Before  deducting  (subject to 4.3 below)  taxation  shown by the
               audited Profit and Loss Account of the Company;

                                       19
<PAGE>

4.3            Before adding or deducting  profits or losses on the  revaluation
               of any assets or any adjustment  arising on the translation  into
               pounds sterling of assets and liabilities  denominated in foreign
               currencies;

4.4            Before adjustment for  extraordinary  items not deriving from the
               ordinary activities of the Company and its Subsidiary as required
               by the Statement of Standard Accounting Practice No 69SSAP6);

4.5            Excluding profits or losses of a capital nature.

4.6            Before  deducting  the  profit  related  bonuses  payable  to the
               Executive and Scott Chambers and Angela Phillips.

4.7            Before deducting any introductory  commission  bonuses payable to
               the Executive and Scott Chambers and Angela Phillips.

4.8            Bonus payable under this schedule  shall be payable at the end of
               the month next following the approval by the Board of the audited
               Profit and Loss  Accounts of the Company and the  Subsidiary  for
               the relevant financial period.

5.             The Company  (acting by  unanimous  decision of the Board) may in
               its  discretion  pay to the Executive  from time to time during a
               financial  period an interim  payment or  payments  on account of
               profit  related  bonus.  If the payments in any financial  period
               exceed the bonus  ultimately  payable for such financial  period,
               the  Executive  agrees that the Board shall have the right either
               to carry  forward the balance on account of any bonus due for the
               next  financial  period or to demand  immediate  repayment of any
               overpayment.


                                       20
<PAGE>

                                   SCHEDULE 1
                                   ----------

                                     PART II
                                     -------

                    INTRODUCTORY COMMISSION BONUS ENTITLEMENT
                    -----------------------------------------

1.             The  Executive  shall be entitled to an  introductory  commission
               bonus on the introduction by the Company or the Subsidiary to the
               Group  of  a   potential   seller  of  shares  or  assets   which
               introduction leads directly to the acquisition by a Group Company
               of such shares or assets.

2.             The bonus shall be:-

2.1            5/6 of one per cent of the  amount  paid by the Group  Company in
               money or  money's  worth to the  seller  in  connection  with the
               acquisition   (excluding  any  consideration   linked  to  future
               profitability);

2.2            satisfied  in the same manner as the  seller's  consideration  is
               satisfied or (at the discretion of the Board) satisfied by a cash
               payment equivalent to the consideration paid.

2.3            payable at the end of the month next  following the completion of
               the acquisition.


                                       21
<PAGE>



IN WITNESS  whereof the parties have executed and delivered  this Agreement as a
deed on the date of this Agreement

EXECUTED AND DELIVERED as a DEED                         )
by PHILLIPS & CHAMBERS LIMITED                           )
acting by two directors or one director and the          )
company secretary:


/s/ Angela Phillips
Director

 /s/ Scott Chambers
Director / Secretary

EXECUTED AND DELIVERED as a DEED by                       )
SHAWN O'ROUKE in the presence of:                         )
                                                          )

Signature:     /s/ Mary Winter
Name:          Mary Winter
Address:       1 London Street
               Reading
               R01 4QW
Occupation:  Solicitor

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