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        DATED                      3 APRIL                           1997
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                                  COUNTDOWN PLC




                                      -AND-




                              C.E.C. RADBONE, ESQ.


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

                                SERVICE AGREEMENT

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



                                  LEWIS SILKIN
                                  WINDSOR HOUSE
                               50 VICTORIA STREET
                                 LONDON SW1H ONW
                               TEL: 0171 227 8000
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THIS DEED OF AGREEMENT is made the 3rd day of April 1997

BETWEEN:

(1)      Countdown Plc whose registered office is at 42 Doughty Street, London
         WC1N 9IY ("the Company"); and

(2)      Christopher E.C. Radbone of 19 Calonne Road, London, SW19 5HH ("the
         Executive")

NOW IT IS HEREBY AGREED as follows:

1.  DEFINITIONS

Defined terms and phrases for the purposes of this Agreement are set out in
Schedule 1.

2.  JOB TITLE

         2.1      The Company shall employ the Executive and the Executive shall
                  serve the Company as the Managing Director.

3.  JOB DESCRIPTION, DUTIES AND RESPONSIBILITIES

         3.1      The Executive shall carry out such duties, exercise such
                  powers and responsibilities as the Company may require from
                  time to time provided that such duties, powers and
                  responsibilities are consistent with the Executive's position.

         3.2      During the period of his employment with the Company, the
                  Executive shall:-

                  3.2.1    report to the Board and/or such other person(s) as
                           the Company shall determine from time to time;

                  3.2.2    comply with such lawful directions as the Company or
                           any Associated Company to which he shall be seconded
                           shall give from time to time and with such rules and
                           regulations concerning his employment as shall apply
                           from time to time;

                  3.2.3    carry out his duties and exercise his powers and
                           responsibilities faithfully, efficiently and
                           diligently and use his utmost endeavours to maintain,
                           extend, develop and promote the interests and
                           reputation of the Company and the Associated
                           Companies;

                  3.2.4    keep the Company fully informed of his activities and
                           promptly provide such information and explanations as
                           may be requested from time to time by the Company
                           regarding such activities;

                  3.2.5    unless incapacitated by illness or injury, devote the
                           whole of his working time, attention and ability to
                           his duties under this Deed of Agreement;
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                                      - 2 -


                  3.2.6    undertake such travel both outside and inside the
                           United Kingdom in such manner, on such occasions and
                           for such periods as the Company may reasonably
                           require for the proper performance of his duties.

         3.3      Subject to any written regulations issued by the Company, the
                  Executive shall not without the prior consent of the Company
                  directly or indirectly receive or obtain any fee, gratuity,
                  commission, rebate, discount or other payment or benefit
                  whether in kind or otherwise from any Person as a consequence
                  of business transacted by the Company or any Associated
                  Company or otherwise as a result of his employment with the
                  Company.

         3.4      The Executive shall not without the written prior approval of
                  the Board properly recorded by way of a Board minute:-

                  3.4.1    incur expenditure of an exceptional level or in
                           excess of such sums as may be authorised from time to
                           time;

                  3.4.2    dismiss any Key Person;

                  3.4.3    engage or employ a Key Person in circumstances where
                           such employee will receive a total annual
                           remuneration in excess of (pound)30,000 or such other
                           sum as the Board shall determine from time to time or
                           whose notice entitlement exceeds one month;

                  3.4.4    enter into on behalf of the Company or any Associated
                           Company any commitment, contract or arrangement
                           outside the scope of his normal duties or of an
                           unusual or onerous or long term nature or otherwise
                           than in the normal course of business.

4.  TERM AND NOTICE

         4.1      The Executive's employment with the Company under this Deed of
                  Agreement will commence on the date hereof.

         4.2      The Executive's period of continuous employment with the
                  Company commenced in December 1970.

         4.3      Subject to the provisions for earlier termination contained in
                  this Deed of Agreement, the Executive's employment shall
                  continue for an initial term of three years from the date
                  hereof and thereafter until terminated by either party giving
                  to the other not less than 3 months' written notice.

         4.4      The Company reserves the right, at its discretion, to pay
                  basic salary in lieu of notice and to pay to the Executive a
                  sum in lieu of any of the benefits which the Executive is
                  contractually entitled to receive by virtue of his employment
                  under this Deed of Agreement during his notice period, such
                  sum to be equivalent to the value of providing such benefits
                  whether notice is given by the Company or by the Executive.
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5.  REMUNERATION

         5.1      During his employment with the Company, the Company shall pay
                  to the Executive:-

                  5.1.1    a basic salary at the rate of (pound)103,054 per
                           annum which shall accrue from day to day and be
                           payable by equal monthly instalments on or around the
                           last working day of each month or on such other day
                           in accordance with the Company's accounting practices
                           from time to time. Payment is made on that day in
                           respect of the whole calendar month.

                  5.1.2    the Executive's basic salary shall be reviewed by the
                           Company on or around 1 August each year and may be
                           increased by the Company with effect from that date
                           or such other date as the Company shall determine by
                           such amount (if any) as the Company shall determine
                           at its absolute discretion (without obligation).

         5.2      The Company shall be entitled to deduct from the Executive's
                  salary and such other monies as may be payable or reimbursable
                  to the Executive all sums from time to time owing or otherwise
                  payable from the Executive to the Company or any Associated
                  Company.

         5.3      Any benefits provided by the Company or any Associated Company
                  to the Executive which are not expressly referred to in this
                  Deed of Agreement shall be regarded as ex gratia and made at
                  the absolute discretion of the Company and shall not confer
                  any contractual entitlement upon the Executive or any third
                  party.

6.  HOURS OF WORK

         6.1      The Executive shall normally work 40 hours per week (Monday to
                  Friday inclusive) together with such additional hours outside
                  these hours, including hours at weekends or during holidays,
                  as are reasonably necessary for the proper performance of the
                  Executive's duties. The Executive shall not be entitled to
                  additional remuneration for work performed outside normal
                  working hours.

7.  PLACE OF WORK

         7.1      The Executive's place of work shall initially be the Company's
                  premises in London but the Company may require the Executive
                  to work either temporarily or permanently at such location in
                  the United Kingdom as the Company shall require from time to
                  time.

8.  BENEFITS AND EXPENSES

         8.1      Company Car

                  8.1.1    The Company shall provide the Executive with a Jaguar
                           motor car, or another motor car of an equivalent make
                           and
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                           model commensurate with the Executive's position, for
                           the Executive's business and personal use. The
                           company car may be used by members of the Executive's
                           immediate family at the Company's absolute discretion
                           from time to time.

                  8.1.2    The Company shall be responsible for the costs of
                           maintaining, servicing, taxing and insuring the
                           company car.

                  8.1.3    The Executive shall take good care of the company car
                           and comply with all regulations laid down by the
                           Company from time to time regarding its company cars
                           and shall forthwith notify the Company of any
                           accidents involving the company car and of any
                           charges brought against him or other users of the
                           company car arising from driving offences and on the
                           termination of his employment the Executive shall
                           forthwith return the company car to the Company at
                           its head office or such other location as the Company
                           shall direct together with all keys and other
                           documents relating to the company car.

                  8.1.4    Subject to 8.1.1, the company car may be replaced
                           from time to time at the Company's sole discretion
                           with a car of equivalent value.

                  8.1.5    The Company may withdraw the provision of the company
                           car if the Executive is disqualified from driving or
                           otherwise fails to maintain a valid current driving
                           licence entitling him to drive in the United Kingdom
                           but in such circumstances and provided that the
                           company car is not subject to lease, lease purchase
                           or hire purchase, the Executive shall be entitled to
                           additional salary in lieu thereof.

         8.2      Pension

                  8.2.1    The Company shall, subject to statutory limits,
                           continue to pay the sum equivalent of (pound)20,000
                           per annum into the Countdown Self Administered
                           Pension Scheme on behalf of the Executive.

                  8.2.2    There is a contracting out certificate in force in
                           relation to the Executive's employment under this
                           Deed of Agreement.

         8.3      Benefits Schemes

                  8.3.1    Subject always to their terms and conditions and
                           rules the Executive shall be entitled to participate
                           at the Company's expense in the following insurance
                           schemes from time to time:
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                  8.3.1.1  the Company's private medical insurance scheme;

                  8.3.1.2  the Company's permanent health insurance scheme;

                  8.3.1.3  an annual travel insurance scheme.

                  8.3.1.4  a Scottish equitable life insurance policy in favour
                           of Countdown plc (2) Executive Retirement and Death
                           Benefit Scheme.

         8.3.2    The Company reserves the right to amend, substitute or replace
                  the above schemes.

         8.4      Expenses

                  8.4.1    The Executive shall be reimbursed all reasonable
                           expenses properly, wholly and exclusively incurred by
                           him in the proper performance of his duties under
                           this Deed of Agreement subject to the approval of the
                           Company on the production of valid receipts or such
                           other supporting documentary evidence as the Company
                           may require and compliance with the Company's then
                           current regulations relating to expenses.

                  8.4.2    Where the Company issues a company credit or charge
                           card to the Executive, he shall use such card only
                           for expenses reimbursable by the Company and shall
                           return and cancel the card forthwith upon the
                           termination of his employment.

9.  HOLIDAY

         9.1      The Company's holiday year shall run from 1 January to 31
                  December.

         9.2      In addition to Bank and other public holidays but subject to
                  the provisions of this Clause the Executive shall be entitled
                  to 30 working days' holiday in each holiday year at such
                  time(s) as may be convenient to the Company and which right
                  shall accrue from day to day. Any accrued entitlement to a
                  part day's holiday shall be rounded down.

         9.3      Save with the prior written consent of the Company, the
                  Executive shall not be entitled to carry forward any accrued
                  holiday entitlement from one year to another.

         9.4      Any holiday taken shall be in accordance with the Company's
                  rules and regulations governing holidays from time to time.

         9.5      On the termination of the Executive's employment he shall be
                  entitled to be paid in lieu of accrued untaken holiday on a
                  pro rata basis and at the rate of 1/240 of his basic annual
                  salary for each untaken day's
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                                      - 6 -


                  accrued holiday entitlement. If on the termination of his
                  employment the Executive has exceeded his approved pro rata
                  holiday entitlement for that holiday year, the excess will be
                  deducted at such rate from any sums due to the Executive and
                  to the extent that such deduction is insufficient such excess
                  will become repayable by the Executive at such rate.

         9.6      The Company may require the Executive to take outstanding
                  holiday entitlement during any period of notice.

         9.7      Holiday entitlement shall only accrue during any absence due
                  to illness or injury at the absolute discretion (without
                  obligation) of the Company.

10.  INCAPACITY

         10.1     If the Executive shall at any time be absent from work due to
                  illness or injury he shall as soon as reasonably practicable
                  inform the Company of the reason for his absence and its
                  anticipated duration and shall keep the Company informed of
                  such matters at such intervals as the Company may reasonably
                  require.

         10.2     If the Executive is absent from work due to illness or injury
                  for more than seven days (including non-working days), he
                  shall as soon as is reasonably practicable thereafter send to
                  the Company a statement of his incapacity signed by a
                  registered medical practitioner and shall send such further
                  statements at such intervals as the Company may reasonably
                  require (which shall not be more than once weekly) to cover
                  the full period of absence. On each occasion that a medical
                  practitioner's certificate expires and the Executive does not
                  anticipate returning to work, he must notify the Company as
                  soon as practicable.

         10.3     For Statutory Sick Pay purposes, the Executive's qualifying
                  days shall be his normal working days, which shall be Monday
                  to Friday.

         10.4     The Company may at its expense at any time, if the Executive
                  is then incapacitated, require the Executive to undergo such
                  medical examinations and/or tests by such doctor(s) (and other
                  suitable medically qualified person(s)) as shall be nominated
                  by the Company and the Executive authorises such doctor(s) or
                  other person(s) to disclose to and discuss with the Company
                  and/or its medical adviser(s) the results of such examinations
                  and/or tests provided such disclosure is restricted to matters
                  which could affect the Executive's employment with the
                  Company.

         10.5     If the Executive is absent due to illness or injury, providing
                  that he shall have complied with the terms of this Deed of
                  Agreement and the Company's then current regulations relating
                  to incapacity he shall be paid Company Sick Pay equivalent to
                  his basic salary for up to 13 weeks absence in aggregate in
                  any period of twelve months after which sick
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                  pay will be paid for such period as the Company in its
                  absolute discretion (without obligation) considers reasonable
                  in the circumstances.

         10.6     Company Sick Pay payable to the Executive shall be reduced by
                  any Statutory Sick Pay received by the Executive and any State
                  or other benefits recoverable by the Executive (whether or not
                  recovered).

11.  ASSOCIATED COMPANIES

         11.1     The Company shall be entitled for such period(s) as the
                  Company may require from time to time to require the Executive
                  to hold such offices as the Company shall direct with any
                  Associated Company subject to the Executive's consent such
                  consent not to be unreasonably withheld or delayed.

12.  DISCIPLINARY SICKNESS AND POOR PERFORMANCE PROCEDURE AND GRIEVANCE
PROCEDURES

         12.1     There is no specific disciplinary procedure applicable to the
                  Executive's employment nor any specific provisions for dealing
                  with grievances. In the case of any grievance, the Executive
                  should apply to the Chairman.

         12.2     In order to investigate any allegation of misconduct the
                  Company is entitled to suspend the Executive on full pay and
                  benefits for such period as the Company shall, at its absolute
                  discretion, determine appropriate in order to carry out a
                  proper investigation. During such investigation, the Executive
                  shall co-operate with the Company in its investigation into
                  the alleged misconduct.

13.  TERMINATION

         13.1     The Company shall be entitled to terminate the Executive's
                  employment summarily by notice if the Executive:-

                  13.1.1   is guilty of gross misconduct;

                  13.1.2   has committed a serious breach of a material term of
                           this Deed of Agreement other than a breach which
                           (being capable of being remedied) is fully remedied
                           by the Executive to the satisfaction of the Company
                           within a reasonable period of his being called upon
                           to do so;

                  13.1.3   has wilfully neglected or refused to discharge his
                           duties hereunder;

                  13.1.4   is grossly incompetent in the performance of his
                           duties;

                  13.1.5   acts or omits to act in such a way as likely to
                           prejudice the interests or reputation of the Company
                           or any Associated Company;

                  13.1.6   is convicted of any indictable offence excluding
                           offenses which do not affect the Executive's position
                           and excluding minor road traffic offenses not
                           resulting in imprisonment;
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                  13.1.7   becomes prohibited by law or disqualified from being
                           a director of a company;

                  13.1.8   becomes of unsound mind or a patient for the purpose
                           of any statute relating to mental heath;

                  13.1.9   commits an offence relating to insider dealing or is
                           in breach of the Model Code for Securities
                           Transactions by Directors of Listed Companies or any
                           other rules or regulations relating to any Recognised
                           Investment Exchange;

                  13.1.10  becomes bankrupt or makes any arrangement or
                           composition with or for the benefit of his creditors;


                  13.1.11  commits any act of dishonesty relating to and
                           adversely affecting the reputation or business of the
                           Company, any Associated Company.

         13.2     The Executive will have no claim against the Company for
                  breach of contract if his employment is terminated with
                  immediate effect by reason of the liquidation of the Company
                  for purposes of amalgamation or reconstruction provided that
                  he is offered employment with the reconstructed or amalgamated
                  company on terms no less favourable than the terms of this
                  Agreement.

         13.3     During any period of notice, and provided that the Company
                  continues to pay the Executive his salary and to provide all
                  benefits or to pay a sum in lieu of cost to the Company of
                  such benefits to him to which he is contractually entitled
                  until the termination of his employment, then the Company
                  shall be entitled at its discretion:-

                  13.3.1   to require the Executive not to carry out his duties
                           or to exercise his powers or responsibilities under
                           this Deed of Agreement during the remaining period of
                           his employment (or any part of such period);

                  13.3.2   to require the Executive to resign immediately from
                           any offices he may hold in the Company or in any
                           Associated Company;

                  13.3.3   to require the Executive not to attend his place of
                           work or any other premises of the Company or any
                           Associated Company during the remaining period of his
                           employment (or any part of such period);

                  13.3.4   to require the Executive to return to the Company all
                           documents, computer disks and other property
                           (including summaries, extracts or copies) belonging
                           to the Company or any Associated Company or to their
                           clients or customers containing confidential
                           information;

                  13.3.5   to appoint one or more persons to undertake the
                           Executive's duties and/or responsibilities and/or to
                           assume the Executive's position.
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         13.4     Retirement

                  This Deed of Agreement shall terminate automatically on the
                  Executive reaching his normal retirement age (which is 65).

         13.5     Obligations on Termination

                  On the termination of this Deed of Agreement for whatever
                  reason the Executive shall:

                  13.5.1   immediately return to the Company's offices or such
                           other location as the Company shall direct all
                           equipment, documents, credit or charge cards,
                           computer disks, computer software and hardware,
                           portable telephones, notes, specifications, Board
                           minutes and papers, plans, prototypes, keys, customer
                           or client lists, technical information and data,
                           reports and any other property (including copies,
                           summaries and excerpts) belonging to or relating to
                           the business of the Company or any Associated
                           Company, or created by the Executive in the course of
                           his employment by the Company, which are in the
                           Executive's possession or under his control;


                  13.5.2   at the Company's request resign as a director of and
                           from any other office held in the Company or any
                           Associated Company and the Executive having failed to
                           do so within twenty-one days of such request the
                           Company is hereby irrevocably authorised to appoint
                           some person to act as the Executive's attorney and in
                           his name and on his behalf to sign and execute any
                           documents and do such other acts to give effect to
                           this clause and the Executive agrees to ratify and
                           confirm all such acts done pursuant to any such power
                           of attorney.

         13.6     The Executive will both during and at any time after the
                  termination of his employment under this Deed of Agreement
                  provide the Company or any Associated Company with such
                  assistance as it may require in the conduct of such
                  proceedings in any Court, Tribunal or other body of competent
                  jurisdiction as may arise in respect of which the Company any
                  Associated Company or its or their legal advisers believe the
                  Executive may be able to provide assistance provided that the
                  Company shall pay his reasonable out-of-pocket expenses
                  properly incurred in providing such assistance as they are
                  incurred.

14.   RESTRICTIONS DURING EMPLOYMENT

         14.1     The Executive shall not during his employment with the
                  Company, without the prior consent of the Company, be
                  Materially Interested in any other Person where this may
                  interfere, conflict or compete with the
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                  interests of the Company or any Associated Company or the
                  efficient performance of his duties.

         14.2     The Executive shall not during his employment with the
                  Company, Directly or Indirectly, entice away or attempt to
                  entice away from the Company or any Associated Company or
                  otherwise discourage from being employed by the Company or any
                  Associated Company any employee of the Company or of any
                  Associated Company.

15.  CONFIDENTIALITY

         15.1     Without prejudice to the generality of the Executive's duty of
                  good faith, during the term of his employment under this Deed
                  of Agreement the Executive shall not, other than in the proper
                  course of his employment, use, publish or otherwise disclose
                  to any other Person any information relating to the Company,
                  any Associated Company its or their clients, affairs, finances
                  or business which:-

                  15.1.1   the Company or any Associated Company regards or may
                           regard as confidential; or

                  15.1.2   which has been made known to the Company or any
                           Associated Company or its or their officers,
                           employees or agents in circumstances in which an
                           obligation of confidentiality arose.

         15.2     Without prejudice to any obligations of confidence owed by the
                  Executive to the Company (whether by virtue of an implied
                  contractual duty, an equitable duty of confidence or
                  otherwise) the Executive shall not at any time after the
                  termination of the Executive's employment under this Deed of
                  Agreement either use, publish or otherwise disclose to any
                  Person any trade secrets or confidential information capable
                  of such protection relating to the Company or any Associated
                  Company its or their clients, affairs, finances or business
                  and which, for the avoidance of doubt, shall include, without
                  limitation:-

                  15.2.1   lists or details of the Company's or any Associated
                           Company's actual or potential clients;

                  15.2.2   details of relationships or arrangements with or
                           knowledge of the needs or requirements of the
                           Company's or any Associated Company's actual or
                           potential clients;

                  15.2.3   information supplied in confidence by clients or any
                           third party to which the Company or any Associated
                           Company owes an obligation of confidentiality;

                  15.2.4   lists of and details of contracts with the Company's
                           or any Associated Company's Discounters;

                  15.2.5   information of a personal or otherwise of a
                           confidential nature relating to fellow employees
                           and/or Directors of the Company;

                  15.2.6   details of the Company's or any Associated Company's
                           business methods, finances, prices or pricing
                           strategy,
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                           marketing or development plans, product development
                           plans or strategies;

                  15.2.7   the Company's or any Associated Company's know-how;

                  15.2.8   confidential computer software.

                  This list is not exhaustive.

         15.3     This clause shall not apply to information which might come
                  into the public domain other than in consequence of the
                  Executive's default.

         15.4     The Executive shall not without the Company's prior consent
                  communicate with the press, broadcasting or other media
                  regarding the Company, any Associated Company or any of its or
                  their respective clients, officers or employees.

16.  INTELLECTUAL PROPERTY

         16.1     The Executive agrees and acknowledges that because of the
                  nature of his duties and responsibilities arising from his
                  employment, he is under a special obligation to further the
                  interests of the business of the Company and of any Associated
                  Company. Consequently, any invention made by the Executive in
                  the course of his employment shall belong to the Company.

         16.2     The Executive assigns to the Company (by way of assignment of
                  all present and future Intellectual Property Rights) all
                  Intellectual Property Rights that vest in the Executive in all
                  or any Relevant Intellectual Property and the Executive agrees
                  to disclose promptly to the Company any such Relevant
                  Intellectual Property.

         16.3     The Executive agrees to waive any moral rights including any
                  rights conferred by Sections 77-83 of the Copyright Designs
                  and Patents Act 1988 he has or may have in any Relevant
                  Intellectual Property against the Company, any Associated
                  Company, its or their employees, officers or agents.

         16.4     The Executive agrees, at the Company's request, to exercise
                  during his employment by the Company or at any time after the
                  Termination Date any moral rights he has or may have pursuant
                  to Sections 77-83 of the Copyright Designs and Patents Act
                  1988 or otherwise in any Relevant Intellectual Property
                  against such third party as the Company shall request and in
                  accordance with the Company's directions and the Executive
                  agrees not to exercise such moral rights other than in
                  accordance with this Clause.

         16.5     The Executive agrees that he will execute such deeds and
                  documents and do such other acts and things as may be
                  necessary or desirable in the opinion of the Company to
                  substantiate, protect and/or maintain the Intellectual
                  Property Rights of the Company. The Executive
<PAGE>   13
                                     - 12 -


                  acknowledges that, save as provided for by law, no further
                  remuneration or compensation other than that provided for in
                  this Deed of Agreement is or may become due to the Executive
                  in respect of the performance of his obligations under this
                  Clause. The assignment contained in this Clause shall not be
                  affected by reason of the termination of this Deed of
                  Agreement.

         16.6     Decisions as to the substantiation, protection and/or
                  maintenance of any Intellectual Property Rights in any
                  Intellectual Property originated by the Executive shall be at
                  the sole discretion, without obligation, of the Company and
                  the Executive agrees that he shall have no claim or other
                  right of action against the Company should it decide not to
                  substantiate, protect or maintain any Intellectual Property
                  Rights originated wholly or partly by the Executive.

         16.7     The Executive appoints the Company to be his attorney in his
                  name and on his behalf to execute, sign and do all such deeds,
                  instruments or things and generally to use the Executive's
                  name for the purposes of giving to the Company or its nominee
                  the full benefit of rights conferred under this Clause.

         16.8     The Executive agrees to offer to the Company on arm's length
                  terms to be agreed with the Company, and to give the Company a
                  reasonable opportunity to acquire, any Intellectual Property
                  Rights in any Relevant Intellectual Property which do not vest
                  in the Company immediately such Intellectual Property Rights
                  shall come into effect and in the absence of agreement such
                  terms shall be determined by an arbitrator appointed by
                  agreement between the Company and the Executive (or in the
                  absence of agreement by the auditors of the Company) whose
                  costs shall be borne equally by the Company and the Executive.

17.  RESTRICTIVE COVENANTS

         17.1     The Executive agrees with and undertakes to the Company for
                  itself and as agent for every Associated Company that he will
                  not Directly or Indirectly following the Termination Date:-

                  17.1.1   for the period of 12 months be Materially Interested
                           in any Person providing Restricted Goods and/or
                           Services within the Restricted Area in competition
                           with the Company or any Relevant Associated Company;

                  17.1.2   for the period of 12 months entice away or endeavour
                           or attempt to entice away from the Company or any
                           Relevant Associated Company the Restricted Business;

                  17.1.3   for the period of 12 months solicit or attempt or
                           endeavour to solicit the custom of any Customer in
                           competition with the Company or any Relevant
                           Associated Company in order to supply Restricted
                           Goods and/or Services within the Restricted Area;
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                                     - 13 -


                  17.1.4   for the period of 12 months supply Restricted Goods
                           and/or Services to any Customer in competition with
                           the Company or any Relevant Associated Company;

                  17.1.5   for the period of 12 months solicit or entice away
                           from the Company or any Relevant Associated Company
                           any Key Person;

                  17.1.6   for the period of 12 months offer employment to or
                           employ or enter into partnership or association with
                           (or offer so to do) or retain the services (or offer
                           to do so) whether as agent, consultant or otherwise
                           of any Key Person; or

                  17.1.7   for the period of 12 months solicit or attempt to
                           solicit or accept of place orders for or in any way
                           interfere with the supply or goods or services from
                           any Discounter where as a consequence such Discounter
                           may or is likely to cease supplying, reduce its
                           supply to or vary detrimentally the terms on which it
                           supplies such goods or services to the Company or any
                           Relevant Associated Company or any Joint Venture
                           Partner or any Licencee or any of their Customers; or

                  17.1.8   for the period of 12 months enter into contract with
                           or otherwise deal with any Joint Venture Partner or
                           any Licensee in competition with the Company or any
                           relevant Associated Company.

         17.2     Each of the restrictions set out in this Clause shall be
                  considered separate from one another and it is acknowledged
                  that each sub-clause may contain more than one restriction.
                  For the avoidance of doubt each restriction insofar as it
                  applies to Associated Companies shall be separate from the
                  equivalent restriction as it applies to the Company.

         17.3     While the restrictions set out in this Clause and the
                  definitions of "Customer", "Key Person", "Restricted Area",
                  "Restricted Business", "Restricted Goods and/or Services",
                  "Joint Venture Partner", "Licencee" and "Discounter" as set
                  out herein are considered by the parties to be reasonable in
                  all the circumstances it is agreed that if any one or more of
                  such restrictions or definitions shall either taken by itself
                  or themselves together be adjudged to go beyond what is
                  reasonable in all the circumstances for the protection of the
                  legitimate interests of the Company or any Associated Company
                  but would be adjudged reasonable if any particular restriction
                  or definition were deleted or if any part of the wording of
                  such restriction or definition were deleted then the parties
                  further agree that the said restrictions and definitions shall
                  apply with such deletions.

         17.4     The restrictions set out in this Clause shall not prevent the
                  Executive from being a holder directly or indirectly by way of
                  bona fide investment only and subject to prior disclosure to
                  the Company of up to 3% of securities of any company which are
                  listed or dealt in on any Recognised Investment Exchange.
<PAGE>   15
                                     - 14 -



18.  GENERAL

         18.1     This Deed of Agreement shall take effect in substitution for
                  all previous agreements or arrangements whether written, oral
                  or implied between the Executive and the Company relating to
                  the services or employment of the Executive and the Executive
                  warrants to the Company that he is not entering into this Deed
                  of Agreement in reliance on any representation not expressly
                  set out in this Deed of Agreement.

         18.2     The Executive shall not make at any time, either during his
                  employment or at any time after its termination, any statement
                  or permit or authorise any statement to be made which is
                  calculated or reasonably likely to damage the reputation or
                  cause other damage to the Company, any Associated Company or
                  its or their employees or officers.

         18.3     The Executive shall not at any time after the termination of
                  his employment with the Company wrongfully represent himself
                  as being employed by or otherwise connected in any way with
                  the Company or any Associated Company.

         18.4     The failure or delay by either party in exercising any rights
                  under this Deed of Agreement shall not operate as a waiver of
                  such rights and also any single or partial exercise by either
                  party of any right shall not preclude any further exercise of
                  such rights or any other rights.

         18.5     The Executive warrants that he is not subject to any
                  agreement, arrangement or understanding or subject to any
                  other restriction which in any way directly or indirectly
                  restricts or prohibits him from entering into this Deed of
                  Agreement or from fully performing his duties and
                  responsibilities set out in this Deed of Agreement.

         18.6     The various clauses, sub-clauses, paragraphs, sub-paragraphs,
                  phrases and sentences in this Deed of Agreement are severable
                  and if any clause, sub-clause, paragraph or sub-paragraph or
                  any identifiable part is held to be invalid, void or
                  unenforceable by any Court, Tribunal or other body or person
                  of competent jurisdiction, this shall not affect the validity
                  or enforceability of the remaining provisions or identifiable
                  parts.

         18.7     The construction, validity and performance of this Deed of
                  Agreement shall be governed by the laws of England and Wales
                  and the parties submit to the non-exclusive jurisdiction of
                  the Courts of England and Wales as regards any claim or matter
                  arising in respect of this Deed of Agreement.

         18.8     No variation or amendment to this Deed of Agreement shall be
                  legally binding unless and until such variation or amendment
                  is confirmed in writing and signed by the Executive and a duly
                  authorised representative of the Company.
<PAGE>   16
                                     - 15 -


         18.9     References in this Deed of Agreement to statutes or other
                  legislation shall include any statute or legislation
                  modifying, re-enacting or made pursuant to such statute or
                  legislation.

         18.10    Headings are for ease of reference and shall not be taken into
                  account in the construction of this Deed of Agreement.

         18.11    The Schedule annexed to this Deed of Agreement forms an
                  integral part of this Deed of Agreement and any reference to
                  this Deed of Agreement shall be deemed to include a reference
                  to the Schedule.

         18.12    There are no collective agreements which affect the
                  Executive's employment.

19.  NOTICE

         19.1     Any notice required to be given pursuant to this Agreement
                  shall be in writing and shall be deemed to have been duly
                  served if hand delivered or sent by facsimile or first class
                  post addressed to the relevant party's address as specified in
                  this Agreement or such other address as such party may
                  designate from time to time and in the case of the Company,
                  marked for the attention of the Company Secretary.

         19.2     Any notice shall be deemed to have been served:-

                  19.2.1   if hand delivered, at the time of delivery (excluding
                           weekends and public holidays);

                  19.2.2   if sent by facsimile, at the time of transmission
                           (excluding weekends and public holidays);

                  19.2.3   if sent by post in the United Kingdom, 48 hours after
                           posting (excluding weekends and public holidays),

provided that delivery or transmission outside business hours shall be deemed to
have been served on the next business day.

THIS DEED OF AGREEMENT is executed as a Deed and is delivered on the date set
out at the commencement of this Deed of Agreement.
<PAGE>   17
                                     - 16 -


                                   SCHEDULE 1

DEFINITIONS

In this Agreement the following words or phrases shall, unless the context
requires otherwise, have the following meanings:

"ASSOCIATED COMPANY"

means a subsidiary of the Company, or a holding company of the Company, or
another subsidiary of a holding company of the Company or which is an
"associated undertaking" of the Company within the meaning of Paragraph 20(1) of
Schedule 4A of the Companies Act 1985 where "subsidiary" and "holding company"
have the meanings given by Section 736 of the Companies Act 1985 and any other
company designated by the Company as an Associated Company;

"THE BOARD"

means the Board of Directors of the Company (or any director or committee of
directors authorised by the Board of Directors of the Company);

"CUSTOMER"

means any Person who or which at any time during the period of 12 months
immediately prior to the Termination Date was the holder of a discount or other
card issued by the Company or any Relevant Associated Company or who otherwise
was entitled to receive the benefit of their schemes for members;

"DIRECTLY OR INDIRECTLY"

means (without prejudice to the generality of the expression) whether as
principal or agent; whether alone, jointly, in partnership with another or for
or on behalf of another; whether as a shareholder, director (including a shadow
director), agent, principal, partner, consultant, employee or otherwise; or by
virtue of providing financial assistance;

"DISCOUNTER"

means any Person who or which at any time during the period of 12 months prior
to the Termination Date has agreed to provide or provided goods and/or services
and/or concessions (by way of discount or otherwise) to Customers and/or to the
Company and/or to any Relevant Associated Company and/or to any Licencee and/or
to any Joint Venture Partner whether on favourable terms or otherwise;

"INTELLECTUAL PROPERTY"

includes (without prejudice to the generality of the expression) inventions,
designs, processes, notations, improvements, know-how, goodwill, reputation,
get-up, trade names, trade marks, logos, devices, plans, computer software,
models and literary, dramatic, musical and artistic works as defined by the
Copyright Designs and Patents Act 1988;

"INTELLECTUAL PROPERTY RIGHTS"

means the following rights for the full period such rights subsist and all
extensions and renewals of such rights in any part of the world:

         (a)      copyright;

         (b)      design rights (whether or not registered);
<PAGE>   18
                                     - 17 -


         (c)      all accrued goodwill in any trade or service name (whether or
                  not registered), trading style or get-up;

         (d)      any patents or patent applications;

         (e)      any trade or service marks (whether or not registered)
                  including applications for such marks;

         (f)      all other industrial or intellectual property rights;

         (g)      rights under any licence or other agreement granted by or to
                  any other Person in respect of the use of any of the rights
                  listed above;

"JOINT VENTURE PARTNER"

means any Person

         (a)      with whom the Company or any Relevant Associated Company has
                  entered into a joint venture agreement for:-

                  (i)      the development and/or exploitation of a business or
                           businesses the same as or similar to the Restricted
                           Business and/or;

                  (ii)     the use and/or exploitation of the Intellectual
                           Property Rights owned or used by the Company or any
                           Relevant Associated Company; and

         (b)      with whom the Executive shall have had dealings in the course
                  of his employment under this Agreement;

"KEY PERSON"

means a person who was at any time during the period of 12 months immediately
prior to the Termination Date engaged or employed as an employee in a senior
position in receipt of remuneration of over (pound)25,000 per annum, director,
consultant (other than a professional adviser) or agent of the Company or any
Associated Company and who was a person with whom the Executive personally dealt
during his employment by the Company;

"LICENCEE"

means any Person:-

         (a)      with or whom the Company or any Relevant Associated Company
                  has entered into a licence agreement for:-

                  (i)      the development and/or exploitation of a business or
                           businesses the same or similar to the Restricted
                           Business and/or;

                  (ii)     the use and/or exploitation of the Intellectual
                           Property Rights owned by or used by the Company or
                           any Relevant Associated Company; and

         (b)      with whom the Executive shall have had dealings in the course
                  of his employment under this Agreement;

"MATERIALLY INTERESTED"

means employed or engaged by or concerned or interested in (whether directly or
indirectly) other than as a shareholder holding directly or indirectly by way of
bona fide investment only and subject to prior disclosure to the Company up to
3% in nominal value of the issue shares or other securities of any class of any
company listed or dealt in on any Recognised Investment Exchange;
<PAGE>   19
                                     - 18 -


"ORIGINATE"

means (without prejudice to the generality of the word) originate, compose,
write, invent, create, generate, discover, design, develop or manufacture;

"PERSON"

means person, firm, company, association, corporation or other organisation or
entity;

"RECOGNISED INVESTMENT EXCHANGE"

means a body which is a recognised investment exchange for the purposes of the
Financial Services Act 1986;

"RELEVANT ASSOCIATED COMPANY"

means any Associated Company to which the Executive has rendered services both
in the period of 12 months immediately prior to the Termination Date and in the
course of his employment by the Company;

"RELEVANT INTELLECTUAL PROPERTY"

means Intellectual Property Originated by the Executive during the term of his
employment by the Company (whether in the course of his employment or otherwise
and whether alone or in conjunction with another Person or other Persons) but
excluding any Intellectual Property Originated by the Executive during the term
of his employment but outside the course of his employment where such work
either:-

         (a)      does not directly or indirectly relate to the business of the
                  Company or any Associated Company; or

         (b)      could not be used by or from which no benefit could be
                  acquired by the Company or any Associated Company in the
                  course of its or their business.

"RESTRICTED AREA"

means the United Kingdom and any other geographical area in which the Company or
any Relevant Associated Company provides goods and/or services and in the supply
of which the Executive has had material involvement;

"RESTRICTED BUSINESS"

means the business of the Company or any Relevant Associated Company within a
period of 12 months prior to the Termination Date;

"RESTRICTED GOODS AND/OR SERVICES"

means goods and/or services of a type or which compete with those:-

         (a)      provided by the Company or any Relevant Associated Company in
                  the ordinary course of its or their business during the period
                  of 12 months immediately prior to the Termination Date; and

         (b)      in the provision of which the Executive was concerned or
                  engaged during his employment by the Company;

"TERMINATION DATE"

means the date of the termination of the Executive's employment with the
Company.
<PAGE>   20
                                     - 19 -



EXECUTED and DELIVERED as a Deed by the Company in the presence of:

P Harrison                                        Director

                                                  Director/Secretary






SIGNED and DELIVERED as a Deed by the Executive in the presence of:

Simon Witney
222 Gray's Inn Road
London  WC1
Solicitor