World Wide
                                             [Graphic omitted]    Communications
                                                                  (Holdings) Ltd
                                

Mr. Paul Goodman-Simpson
70D Shooters Hill Road
Blackheath
London SE3 7BG

1st September 1998

RE: OFFER OF EMPLOYMENT
-----------------------

Dear Paul

We have  pleasure in  offering  you a contract  of  employment,  with World Wide
Communications  "Holdings)  Limited,  hereafter  known  as  (WWCH).  You will be
employed as Managing Director for WWCH, located at Brecon House,  Meridian Gate,
207 Marsh Wall,  London,  E14 9YT. This will be effective  from 1st October 1998
and subject to the following terms:

1a)  Your Contract of Employment commences on 1st October,  1998 and will be for
     a fixed term of 3 Years and will end on September 30th 2001.

1b)  There will be no probationary period.

1c)  Your  salary  will  be  paid  at  the  rate  of   [British   pound   symbol
     omitted]65,000 per annum.  Salaries are paid monthly in arrears,  by credit
     transfer directly into your Bank/Building Society account.


2.   If the Contract of  Employment  is  terminated by either party before the 3
     year period,  the full salary and benefits  until the end of the fixed term
     contract will be payable.


3.   You will be eligible for a  performance-related  bonus; the exact amount of
     bonus  payable   annually  will  depend  on  both  Individual  and  Company
     performance.  As an  approximate  guide to your first  years  earnings,  if
     profitability and performance objectives are met, your on-target bonus will
     be  approximately  50% of your  annual  salary in a full year.  You will be
     provided with full details of your bonus plan by the Company.  (Please note
     however, that any bonus payment is made entirely at the discretion of board
     of directors  and will not be paid in whole or part,  if for any reason you
     are no  longer  employed  by the  Company  at the time  that  the  bonus is
     declared.


4.   The Company will provide you with free private health insurance through the
     Company's Private Health Insurance Scheme.


5.   You will be provided with a Company Car/or Car Allowance as governed by the
     rules  of the  Company  Car  Scheme.  For  your  information,  the  current
     applicable  Car  Allowance  is  (pound)7,500.  This  includes  the  cost of
     maintenance, insurance and road fund licence.


<PAGE>




6.   Your basic  holiday  entitlement  in a full year is 25 days per  annum.  In
     addition,  in each full  calendar  year you will be eligible for 8 declared
     holidays (public  holidays).  All holiday dates should be agreed in advance
     with the board of directors.


7.   The Company holiday year operates from 1st January to 31st December in each
     year.  If you join the Company  after 1st  January,  you will be  allocated
     holiday entitlement on a pro-rata basis.


8.   You are  eligible  to join the WWCH  Pension  Scheme  on the 1st day of the
     calendar month After your date of joining.  Details of the scheme, which is
     contributory,  are  available  from The  Administration  Dept.  The  normal
     retirement age for all staff is 65 years.


9.   The payments and  arrangements  which apply during absence through sickness
     (and which  apply also  during  absence  due to  accident).  If at any time
     during  which you are in receipt  of salary  payable  by the  Company,  you
     become  entitled to State Sickness or Injury  Benefits,  all money to which
     you may become entitled in respect of these benefits, will automatically be
     deducted from your salary,  in such a manner as may be found convenient to,
     or otherwise as decided by the company.


10.  As a term of employment you may be required to carry out your duties at any
     of the Companies  current or future  offices in the Greater London Area, as
     may  reasonably  be  required of you  commensurate  with  Company  business
     requirements.


11.  You must not during the period of your employment or at any time thereafter
     whether on your own behalf or as an employee, partner or agent of any other
     person  or firm  use or  disclose  or  allow  to be  disclosed  or used any
     information  concerning  the business  dealings,  affairs or conduct of the
     Company or any of its clients or any other  similar  matters which may come
     to your knowledge in the course of your employment.


12.  You will keep the secrets of the Company,  its subsidiary  companies or any
     company,  firm or person  with whom the  Company  or any of its  subsidiary
     companies may at any time during the  continuance of your  employment be in
     commercial or technical co-operation or association. Such undertaking binds
     you expressly, both during the period of your employment by the Company and
     also at all times after its termination, not to divulge any such secrets to
     any unauthorized person or to utilize any secret or confidential  knowledge
     acquired in consequence of your  employment by the Company to the detriment
     or prejudice of any of them.


13.  It is the nature of the  business of the Company that it  frequently  deals
     with confidential or sensitive information in addition to the trade secrets
     inherent in its own products.  For this reason you must not use  materials,
     equipment or information which is the property of the Company or any client
     of the Company or is entrusted to you by or on behalf of the Company in the
     course of your employment  otherwise than for the purpose authorized by the
     Company.


<PAGE>

14.  All computer  software or other materials  written by you or discoveries or
     inventions made by you as part of your employment,  together with copyright
     in such software, written materials inventions or discoveries, shall be the
     property of the Company and you shall have no intellectual  property rights
     in such software, written materials inventions or discoveries.


15.  It is the policy of the Company to respect the intellectual property rights
     of suppliers of computer software, which is in use on the Companies systems
     and you are expected to do the same.


16.  In this clause:

     i)   "Termination Date" means the date on which your employment terminates;

     ii)  "person" includes any company, firm, organization or other entity.



17a) You covenant with the Company that if your  employment  terminates  for any
     reason,  you will not,  until  the date on which  the  fixed  term of your
     contract  would have  expired,  be employed by,  provide  services to or be
     concerned  in any  business  which is carried on in the United  Kingdom and
     which is competitive or likely to be competitive  with any business carried
     on at the  termination  date by the  Company  with which you were  actively
     involved  during  the course of your  employment  during the course of your
     employment during the twelve months ending on the termination date.

17b) You covenant  with the Company that you will not directly or  indirectly on
     your own  account or on behalf of or in  conjunction  with any person for a
     period of six months  after the  termination  date (except on behalf of the
     Company) canvas or solicit  business or custom for goods of similar type to
     those being  manufactured  or dealt in or  services  similar to those being
     provided by the Company at the  termination  date,  and with which you were
     actively involved in the course of your employment during the twelve months
     ending on the  termination  date,  from any person who has been at any time
     during the twelve  months  ending on the  termination  date a client of the
     Company  and  whom  you  were  actively  involved  in the  course  of  your
     employment during that twelve months.

17c) You covenant  with the Company that you will not directly or  indirectly on
     your own  account or on behalf of or in  conjunction  with any person for a
     period of six months after the termination date induce or attempt to induce
     any  employees  of the  Company  who is  employed  by  the  Company  at the
     termination  date,  and with whom you,  during the twelve months ending on
     the  termination  date,  had  material  dealings  in  the  course  of  your
     employment,  to leave the  employment  of the Company  (whether or not this
     would be a breach of contract by the employee).

17d) You  covenant  with the Company that you will not on your own account or on
     behalf of or in conjunction with any person for a period of six months from
     the Termination  Date develop any computer  product which would or would be
     likely to compete  with any goods or products  under  development  or being
     sold or marketed by the Company at the termination  date and with which you
     were actively  involved in the course of your employment  during the twelve
     months ending on the termination date.


<PAGE>

17e) Following  the  termination  of your  employment  you  will  not  represent
     yourself as being employed by or associated with the company.

17f) Each of the  restrictions  in each  paragraph or sub-clause  above shall be
     enforceable independently of each of the other's and its validity shall not
     be affected if any of the others is invalid.  If any of those  restrictions
     is void but would be valid if some part of the  restriction  were  deleted,
     the  restriction in question shall apply with such  modification  as may be
     necessary to make it valid.

17g) you  acknowledge  that the  provisions of the clause are no more  extensive
     than is reasonable to protect the Company.


18.  In many cases  isolated  minor  breaches of discipline are dealt with on an
     informal  basis.  More serious  breaches of discipline  are dealt with in a
     more formal way using the Company  Disciplinary  Procedure,  which has been
     devised to ensure that a consistent  and fair policy is applied  throughout
     the Company.

     If you are dissatisfied  with the  disciplinary  decision that effects you,
     you may appeal to the Board of Directors.


19.  Any  individual  member of staff  wishing to raise a question on any matter
     affecting his/her own employment should, in the first instance,  discuss it
     with the person to whom he/she is immediately responsible. If not satisfied
     with the  outcome of this  discussion,  he/she  may raise the  matter  with
     higher levels of Management.


20.  Additional  details  of  terms of  employment,  will  from  time to time be
     updated, either by individual  communication or by information published on
     Notice Boards.


21.  Subsequent to termination of employment,  you shall  immediately give up to
     the Company all documents,  papers,  materials and other property belonging
     to the  Company,  and  its  subsidiary  or  associate  companies,  in  your
     possession or under your control.


22.  If you are  willing to accept the  conditions  set out in this  letter,  we
     shall be glad if you will  indicate your  agreement  thereto by signing the
     statement at the foot of the enclosed  copy of this letter and returning it
     to this office.

<PAGE>

23.  Details of the  conditional  Offer supersede any statement made during your
     interview. In the event of any discrepancy of information between the terms
     of this  contract and  information  provided to you orally or in writing at
     interview,  the terms of this contract shall prevail.  No variations to the
     terms will be valid unless authorized in writing.


24.  This  offer is  conditional  upon  the  receipt  of a  signed  copy of this
     contract.


Yours sincerely


/s/ Paul Goodman-Simpson                  /s/ Keith A. Goodyer      
    --------------------                      ----------------
    Paul Goodman-Simpson                      Keith A. Goodyer               
    Managing Director                         Director                       
                                             
I wish to  accept  the  terms  and  conditions  of  employment  and  have  read,
understand  and agree to the terms and  conditions  contained and referred to in
this letter.

Signed  /s/ Aaron Goodman-Simpson
        -------------------------
            Aaron Goodman-Simpson

Date    1/7/98
        --------------------







<PAGE>

                                                                     World Wide
                                                [Graphic omitted] Communications
                                                                  (Holdings) Ltd




Mr. Aaron Goodman-Simpson
84 Tamwood Park
Eltham
London
SE9 5PD

1st September 1998

RE:  OFFER OF EMPLOYMENT
------------------------

Dear Aaron

We have  pleasure in  offering  you a contract  of  employment,  with World Wide
Communications  (Holdings)  Limited,  hereafter  known  as  (WWCH).  You will be
employed as Technical  Director for WWCH, with  responsibility for the company's
products and services  located at Brecon House,  Meridian  Gate, 207 Marsh Wall,
London,  E14 9YT. this will be effective  from 1st October,  1998 and subject to
the following terms:

1a)  Your Contract of Employment commences on1st October, 1998 and will be for a
     fixed term of 3 years and will end on September 30th 2001.

1b)  There will be no probationary period.

1c)  Your  salary  will  be  paid  at  the  rate  of   [British   pound   symbol
     omitted]65,000 per annum.  Salaries are paid monthly in arrears,  by credit
     transfer directly into your Bank/Building Society account.


2.   If the Contract of Employment is terminated by either party before the 3
     year period, the full salary and benefits until the end of the fixed term
     contract will be payable.


3.   You will be eligible for a  performance-related  bonus; the exact amount of
     bonus  payable   annually  will  depend  on  both  individual  and  Company
     performance.  As an  approximate  guide to your first year's  earnings,  if
     profitability and performance objectives are met, your on-target bonus will
     be  approximately  50% or your  annual  salary in a full year.  You will be
     provided with full details of your bonus plan by the Company.  (Please note
     however, that any bonus payment is made entirely at the discretion of board
     of directors  and will not be paid in whole or part,  if for any reason you
     are no  longer  employed  by the  Company  at the time  that  the  bonus is
     declared.


4.   The Company will provide you with free private health insurance through the
     Company's Private Health Insurance Scheme.


5.   You will be provided with a Company Car/or Car Allowance as governed by the
     rules  of the  Company  Car  Scheme.  For  your  information,  the  current
     applicable  Car  Allowance  is  (pound)7,500.  This  includes  the  cost of
     maintenance, insurance and road fund licence.


<PAGE>




6.   Your basic  holiday  entitlement  in a full year is 25 days per  annum.  In
     addition,  in each full  calendar  year you will be eligible for 8 declared
     holidays (public  holidays).  All holiday dates should be agreed in advance
     with the board of directors.


7.   The Company holiday year operates from 1st January to 31st December in each
     year.  If you join the Company  after 1st  January,  you will be  allocated
     holiday entitlement on a pro-rata basis.


8.   You are  eligible  to join the WWCH  Pension  Scheme  on the 1st day of the
     calendar month After your date of joining.  Details of the scheme, which is
     contributory,  are  available  from The  Administration  Dept.  The  normal
     retirement age for all staff is 65 years.


9.   The payments and  arrangements  which apply during absence through sickness
     (and which  apply also  during  absence  due to  accident).  If at any time
     during  which you are in receipt  of salary  payable  by the  Company,  you
     become  entitled to State Sickness or Injury  Benefits,  all money to which
     you may become entitled in respect of these benefits, will automatically be
     deducted from your salary,  in such a manner as may be found convenient to,
     or otherwise as decided by the company.


10.  As a term of employment you may be required to carry out your duties at any
     of the Companies  current or future  offices in the Greater London Area, as
     may  reasonably  be  required of you  commensurate  with  Company  business
     requirements.


11.  You must not during the period of your employment or at any time thereafter
     whether on your own behalf or as an employee, partner or agent of any other
     person  or firm  use or  disclose  or  allow  to be  disclosed  or used any
     information  concerning  the business  dealings,  affairs or conduct of the
     Company or any of its clients or any other  similar  matters which may come
     to your knowledge in the course of your employment.


12.  You will keep the secrets of the Company,  its subsidiary  companies or any
     company,  firm or person  with whom the  Company  or any of its  subsidiary
     companies may at any time during the  continuance of your  employment be in
     commercial or technical co-operation or association. Such undertaking binds
     you expressly, both during the period of your employment by the Company and
     also at all times after its termination, not to divulge any such secrets to
     any unauthorized person or to utilize any secret or confidential  knowledge
     acquired in consequence of your  employment by the Company to the detriment
     or prejudice of any of them.


13.  It is the nature of the  business of the Company that it  frequently  deals
     with confidential or sensitive information in addition to the trade secrets
     inherent in its own products.  For this reason you must not use  materials,
     equipment or information which is the property of the Company or any client
     of the Company or is entrusted to you by or on behalf of the Company in the
     course of your employment  otherwise than for the purpose authorized by the
     Company.


<PAGE>

14.  All computer  software or other materials  written by you or discoveries or
     inventions made by you as part of your employment,  together with copyright
     in such software, written materials inventions or discoveries, shall be the
     property of the Company and you shall have no intellectual  property rights
     in such software, written materials inventions or discoveries.


15.  It is the policy of the Company to respect the intellectual property rights
     of suppliers of computer software, which is in use on the Companies systems
     and you are expected to do the same.


16.  In this clause:

     i)   "Termination Date" means the date on which your employment terminates;

     ii)  "person" includes any company, firm, organization or other entity.



17a) You covenant with the Company that if your  employment  terminates  for any
     reason,  you will not,  until  the date on which  the  fixed  term of your
     contract  would have  expired,  be employed by,  provide  services to or be
     concerned  in any  business  which is carried on in the United  Kingdom and
     which is competitive or likely to be competitive  with any business carried
     on at the  termination  date by the  Company  with which you were  actively
     involved  during  the course of your  employment  during the course of your
     employment during the twelve months ending on the termination date.

17b) You covenant  with the Company that you will not directly or  indirectly on
     your own  account or on behalf of or in  conjunction  with any person for a
     period of six months  after the  termination  date (except on behalf of the
     Company) canvas or solicit  business or custom for goods of similar type to
     those being  manufactured  or dealt in or  services  similar to those being
     provided by the Company at the  termination  date,  and with which you were
     actively involved in the course of your employment during the twelve months
     ending on the  termination  date,  from any person who has been at any time
     during the twelve  months  ending on the  termination  date a client of the
     Company  and  whom  you  were  actively  involved  in the  course  of  your
     employment during that twelve months.

17c) You covenant  with the Company that you will not directly or  indirectly on
     your own  account or on behalf of or in  conjunction  with any person for a
     period of six months after the termination date induce or attempt to induce
     any  employees  of the  Company  who is  employed  by  the  Company  at the
     termination  date,  and with whom you,  during the twelve months ending on
     the  termination  date,  had  material  dealings  in  the  course  of  your
     employment,  to leave the  employment  of the Company  (whether or not this
     would be a breach of contract by the employee).

17d) You  covenant  with the Company that you will not on your own account or on
     behalf of or in conjunction with any person for a period of six months from
     the Termination  Date develop any computer  product which would or would be
     likely to compete  with any goods or products  under  development  or being
     sold or marketed by the Company at the termination  date and with which you
     were actively  involved in the course of your employment  during the twelve
     months ending on the termination date.


<PAGE>

17e) Following  the  termination  of your  employment  you  will  not  represent
     yourself as being employed by or associated with the company.

17f) Each of the  restrictions  in each  paragraph or sub-clause  above shall be
     enforceable independently of each of the other's and its validity shall not
     be affected if any of the others is invalid.  If any of those  restrictions
     is void but would be valid if some part of the  restriction  were  deleted,
     the  restriction in question shall apply with such  modification  as may be
     necessary to make it valid.

17g) you  acknowledge  that the  provisions of the clause are no more  extensive
     than is reasonable to protect the Company.


18.  In many cases  isolated  minor  breaches of discipline are dealt with on an
     informal  basis.  More serious  breaches of discipline  are dealt with in a
     more formal way using the Company  Disciplinary  Procedure,  which has been
     devised to ensure that a consistent  and fair policy is applied  throughout
     the Company.

     If you are dissatisfied  with the  disciplinary  decision that effects you,
     you may appeal to the Board of Directors.


19.  Any  individual  member of staff  wishing to raise a question on any matter
     affecting his/her own employment should, in the first instance,  discuss it
     with the person to whom he/she is immediately responsible. If not satisfied
     with the  outcome of this  discussion,  he/she  may raise the  matter  with
     higher levels of Management.


20.  Additional  details  of  terms of  employment,  will  from  time to time be
     updated, either by individual  communication or by information published on
     Notice Boards.


21.  Subsequent to termination of employment,  you shall  immediately give up to
     the Company all documents,  papers,  materials and other property belonging
     to the  Company,  and  its  subsidiary  or  associate  companies,  in  your
     possession or under your control.


22.  If you are  willing to accept the  conditions  set out in this  letter,  we
     shall be glad if you will  indicate your  agreement  thereto by signing the
     statement at the foot of the enclosed  copy of this letter and returning it
     to this office.

<PAGE>


23.  Details of the  conditional  Offer supersede any statement made during your
     interview. In the event of any discrepancy of information between the terms
     of this  contract and  information  provided to you orally or in writing at
     interview,  the terms of this contract shall prevail.  No variations to the
     terms will be valid unless authorized in writing.


24.  This  offer is  conditional  upon  the  receipt  of a  signed  copy of this
     contract.


Yours sincerely


/s/ Keith A. Goodyer                        /s/ Aaron Goodman-Simpson
----------------------------                -------------------------
Keith A. Goodyer                            Aaron Goodman-Simpson
Director                                    Director

I wish to  accept  the  terms  and  conditions  of  employment  and  have  read,
understand  and agree to the terms and  conditions  contained and referred to in
this letter.

Signed  /s/ Paul Goodman-Simpson
        ------------------------
            Paul Goodman-Simpson

Date    1/7/98
        --------------------




<PAGE>


                                                                      World Wide
                                                [Graphic omitted] Communications
                                                                  (Holdings) Ltd




Mr. Keith Goodyer
69 Tunbridge Grove
Kents Hill
Milton Keynes
MK7 6JD

1st September 1998

RE:  OFFER OF EMPLOYMENT
------------------------

Dear Keith

We have  pleasure in  offering  you a contract  of  employment,  with World Wide
Communications  (Holdings)  Limited,  hereafter  known  as  (WWCH).  You will be
employed as Technical  Director for WWCH, with  responsibility for the company's
products and services  located at Brecon House,  Meridian  Gate, 207 Marsh Wall,
London,  E14 9YT. this will be effective  from 1st October,  1998 and subject to
the following terms:

1a)  Your Contract of Employment commences on1st October, 1998 and will be for a
     fixed term of 3 years and will end on September 30th 2001.

1b)  There will be no probationary period.

1c)  Your  salary  will  be  paid  at  the  rate  of   [British   pound   symbol
     omitted]65,000 per annum.  Salaries are paid monthly in arrears,  by credit
     transfer directly into your Bank/Building Society account.


2.   If the Contract of Employment is terminated by either party before the 3
     year period, the full salary and benefits until the end of the fixed term
     contract will be payable.


3.   You will be eligible for a  performance-related  bonus; the exact amount of
     bonus  payable   annually  will  depend  on  both  individual  and  Company
     performance.  As an  approximate  guide to your first year's  earnings,  if
     profitability and performance objectives are met, your on-target bonus will
     be  approximately  50% or your  annual  salary in a full year.  You will be
     provided with full details of your bonus plan by the Company.  (Please note
     however, that any bonus payment is made entirely at the discretion of board
     of directors  and will not be paid in whole or part,  if for any reason you
     are no  longer  employed  by the  Company  at the time  that  the  bonus is
     declared.


4.   The Company will provide you with free private health insurance through the
     Company's Private Health Insurance Scheme.


5.   You will be provided with a Company Car/or Car Allowance as governed by the
     rules  of the  Company  Car  Scheme.  For  your  information,  the  current
     applicable  Car  Allowance  is  (pound)7,500.  This  includes  the  cost of
     maintenance, insurance and road fund licence.



<PAGE>


6.   Your basic  holiday  entitlement  in a full year is 25 days per  annum.  In
     addition,  in each full  calendar  year you will be eligible for 8 declared
     holidays (public  holidays).  All holiday dates should be agreed in advance
     with the board of directors.


7.   The Company holiday year operates from 1st January to 31st December in each
     year.  If you join the Company  after 1st  January,  you will be  allocated
     holiday entitlement on a pro-rata basis.


8.   You are  eligible  to join the WWCH  Pension  Scheme  on the 1st day of the
     calendar month After your date of joining.  Details of the scheme, which is
     contributory,  are  available  from The  Administration  Dept.  The  normal
     retirement age for all staff is 65 years.


9.   The payments and  arrangements  which apply during absence through sickness
     (and which  apply also  during  absence  due to  accident).  If at any time
     during  which you are in receipt  of salary  payable  by the  Company,  you
     become  entitled to State Sickness or Injury  Benefits,  all money to which
     you may become entitled in respect of these benefits, will automatically be
     deducted from your salary,  in such a manner as may be found convenient to,
     or otherwise as decided by the company.


10.  As a term of employment you may be required to carry out your duties at any
     of the Companies  current or future  offices in the Greater London Area, as
     may  reasonably  be  required of you  commensurate  with  Company  business
     requirements.


11.  You must not during the period of your employment or at any time thereafter
     whether on your own behalf or as an employee, partner or agent of any other
     person  or firm  use or  disclose  or  allow  to be  disclosed  or used any
     information  concerning  the business  dealings,  affairs or conduct of the
     Company or any of its clients or any other  similar  matters which may come
     to your knowledge in the course of your employment.


12.  You will keep the secrets of the Company,  its subsidiary  companies or any
     company,  firm or person  with whom the  Company  or any of its  subsidiary
     companies may at any time during the  continuance of your  employment be in
     commercial or technical co-operation or association. Such undertaking binds
     you expressly, both during the period of your employment by the Company and
     also at all times after its termination, not to divulge any such secrets to
     any unauthorized person or to utilize any secret or confidential  knowledge
     acquired in consequence of your  employment by the Company to the detriment
     or prejudice of any of them.


13.  It is the nature of the  business of the Company that it  frequently  deals
     with confidential or sensitive information in addition to the trade secrets
     inherent in its own products.  For this reason you must not use  materials,
     equipment or information which is the property of the Company or any client
     of the Company or is entrusted to you by or on behalf of the Company in the
     course of your employment  otherwise than for the purpose authorized by the
     Company.


<PAGE>

14.  All computer  software or other materials  written by you or discoveries or
     inventions made by you as part of your employment,  together with copyright
     in such software, written materials inventions or discoveries, shall be the
     property of the Company and you shall have no intellectual  property rights
     in such software, written materials inventions or discoveries.


15.  It is the policy of the Company to respect the intellectual property rights
     of suppliers of computer software, which is in use on the Companies systems
     and you are expected to do the same.


16.  In this clause:

     i)   "Termination Date" means the date on which your employment terminates;

     ii)  "person" includes any company, firm, organization or other entity.



17a) You covenant with the Company that if your  employment  terminates  for any
     reason,  you will not,  until  the date on which  the  fixed  term of your
     contract  would have  expired,  be employed by,  provide  services to or be
     concerned  in any  business  which is carried on in the United  Kingdom and
     which is competitive or likely to be competitive  with any business carried
     on at the  termination  date by the  Company  with which you were  actively
     involved  during  the course of your  employment  during the course of your
     employment during the twelve months ending on the termination date.

17b) You covenant  with the Company that you will not directly or  indirectly on
     your own  account or on behalf of or in  conjunction  with any person for a
     period of six months  after the  termination  date (except on behalf of the
     Company) canvas or solicit  business or custom for goods of similar type to
     those being  manufactured  or dealt in or  services  similar to those being
     provided by the Company at the  termination  date,  and with which you were
     actively involved in the course of your employment during the twelve months
     ending on the  termination  date,  from any person who has been at any time
     during the twelve  months  ending on the  termination  date a client of the
     Company  and  whom  you  were  actively  involved  in the  course  of  your
     employment during that twelve months.

17c) You covenant  with the Company that you will not directly or  indirectly on
     your own  account or on behalf of or in  conjunction  with any person for a
     period of six months after the termination date induce or attempt to induce
     any  employees  of the  Company  who is  employed  by  the  Company  at the
     termination  date,  and with whom you,  during the twelve months ending on
     the  termination  date,  had  material  dealings  in  the  course  of  your
     employment,  to leave the  employment  of the Company  (whether or not this
     would be a breach of contract by the employee).

17d) You  covenant  with the Company that you will not on your own account or on
     behalf of or in conjunction with any person for a period of six months from
     the Termination  Date develop any computer  product which would or would be
     likely to compete  with any goods or products  under  development  or being
     sold or marketed by the Company at the termination  date and with which you
     were actively  involved in the course of your employment  during the twelve
     months ending on the termination date.


<PAGE>

17e) Following  the  termination  of your  employment  you  will  not  represent
     yourself as being employed by or associated with the company.

17f) Each of the  restrictions  in each  paragraph or sub-clause  above shall be
     enforceable independently of each of the other's and its validity shall not
     be affected if any of the others is invalid.  If any of those  restrictions
     is void but would be valid if some part of the  restriction  were  deleted,
     the  restriction in question shall apply with such  modification  as may be
     necessary to make it valid.

17g) you  acknowledge  that the  provisions of the clause are no more  extensive
     than is reasonable to protect the Company.


18.  In many cases  isolated  minor  breaches of discipline are dealt with on an
     informal  basis.  More serious  breaches of discipline  are dealt with in a
     more formal way using the Company  Disciplinary  Procedure,  which has been
     devised to ensure that a consistent  and fair policy is applied  throughout
     the Company.

     If you are dissatisfied  with the  disciplinary  decision that effects you,
     you may appeal to the Board of Directors.


19.  Any  individual  member of staff  wishing to raise a question on any matter
     affecting his/her own employment should, in the first instance,  discuss it
     with the person to whom he/she is immediately responsible. If not satisfied
     with the  outcome of this  discussion,  he/she  may raise the  matter  with
     higher levels of Management.


20.  Additional  details  of  terms of  employment,  will  from  time to time be
     updated, either by individual  communication or by information published on
     Notice Boards.


21.  Subsequent to termination of employment,  you shall  immediately give up to
     the Company all documents,  papers,  materials and other property belonging
     to the  Company,  and  its  subsidiary  or  associate  companies,  in  your
     possession or under your control.


22.  If you are  willing to accept the  conditions  set out in this  letter,  we
     shall be glad if you will  indicate your  agreement  thereto by signing the
     statement at the foot of the enclosed  copy of this letter and returning it
     to this office.

<PAGE>

23.  Details of the  conditional  Offer supersede any statement made during your
     interview. In the event of any discrepancy of information between the terms
     of this  contract and  information  provided to you orally or in writing at
     interview,  the terms of this contract shall prevail.  No variations to the
     terms will be valid unless authorized in writing.
    

24.  This  offer is  conditional  upon  the  receipt  of a  signed  copy of this
     contract.


Yours sincerely


/s/ Keith A. Goodyer                        /s/ Aaron Goodman-Simpson
----------------------------                -------------------------
    Keith A. Goodyer                            Aaron Goodman-Simpson
    Director                                    Director

I wish to  accept  the  terms  and  conditions  of  employment  and  have  read,
understand  and agree to the terms and  conditions  contained and referred to in
this letter.

Signed  /s/ Paul Goodman-Simpson
        ------------------------
            Paul Goodman-Simpson

Date    1/7/98
        ------------------------