October
      23, 2008

     

    Jonathan
      Cresswell (a/k/a Jack Cresswell)

    AMV
      Holding Limited

    65
      High
      Street

    Marlow

    Buckinghamshire,
      United Kingdom

     

    Re:
      Employment Agreement

     

    Dear
      Mr.
      Cresswell,

     

    I
      am
      writing to set out the terms of your employment with AMV Holding Limited (the
      “Company”).

     

    IT
      IS AGREED
      as
      follows:

     

    
      	
              1.

            	
              JOB
                TITLE, DUTIES AND CONDUCT

            


    

     

    
      	
              1.1.

            	
              You
                are employed as a joint managing director of the Company and you
                shall
                serve the Company in this, or an equivalent position, and in such
                other
                position or positions with the Company and its subsidiaries and affiliates
                consistent with your position as a joint managing director of the
                Company
                and shall perform such duties as the Chief Executive Officer of Twistbox
                Entertainment, Inc. (the “CEO”) or the Board of Directors of Mandalay
                Media, Inc. shall reasonably assign you from time to time. You shall
                report directly to the CEO or such other person as the Company shall
                determine from time to time.

            


    

     

    
      	
              1.2.

            	
              You
                shall devote substantially all of your business time and attention
                to the
                services required of you hereunder, and shall perform such services
                in a
                manner consistent with the duties of your position, provided the
                foregoing
                shall not prevent you from (i) serving on the board of directors
                of
                non-profit organizations and, with the prior written approval of
                the
                Board, other companies, (ii) participating in charitable, civic,
                educational, professional, community or industry affairs and (iii)
                managing your and your family’s passive personal investments; provided
                such activities in the aggregate do not interfere or conflict with
                your
                duties hereunder or create a potential business conflict. You shall
                be
                subject to the terms and conditions of any applicable policy of the
                Company regarding service on behalf of any other
                organization.

            


    

     

    
      	
              1.3.

            	
              During
                the Employment, you shall not become associated with any entity,
                whether
                as a principal, partner, employee, director, consultant, joint venturer,
                lender, investor, individual proprietor, shareholder or otherwise
                (other
                than as a holder of not in excess of 2% of the outstanding voting
                shares
                of any publicly held company), that is actively engaged or preparing
                to be
                actively engaged in any geographic area in any business which is
                in
                competition with a business conducted by the Company or any of its
                subsidiaries or affiliates at the time of the alleged competition.
                During
                the Employment, you shall not engage in any activity or activities
                preparatory to competing with the
                Company.

            


    

     

    
      	
              2.

            	
              DATE
                OF COMMENCEMENT 

            


    

     

    
      	 	
              Your
                employment with the Company will commence as of the date hereof (the
                “Commencement Date”) and shall be subject to earlier termination in
                accordance with its terms. 

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      	 	
              No
                previous employment with a previous employer counts as part of your
                period
                of continuous employment which commenced on the Commencement
                Date.

            


    

     

    
      	
              3.

            	
              COMPENSATION

            


    

     

    
      	
              3.1.

            	
              Your
                base salary during the first Earn-Out Period (as defined in the Stock
                Purchase Agreement, by and among Mandalay Media, Inc., Nathaniel
                MacLeitch, Jack Cresswell and the shareholders of the Company signatories
                thereto, dated as of October 8, 2008 (the “Stock Purchase Agreement”),
                which will accrue from day to day, will be at the rate of £60,000 per
                annum payable monthly in arrears direct into your bank account on
                or
                before the last day of each calendar month. Where this falls on a
                weekend
                or public holiday, payment will be made on the last working day before
                that day. Within ten (10) days of the beginning of the second Earn-Out
                Period and the third Earn-Out Period, as applicable, you may provide
                the
                Company with a notice setting forth the base salary you wish to receive
                for such period, which shall be no greater than £100,000 per annum. In the
                event that you fail to provide the Company with such a notice within
                such
                ten day period, your base salary for such period shall be £60,000 per
                annum. After the expiration of the Earn-Out Term (as defined in the
                Stock
                Purchase Agreement), your base salary will be reviewed on an annual
                basis
                in March of each year. There is no obligation on the Company to increase
                the level of your base salary at a review. An increase awarded in
                one year
                will not influence or set a precedent in relation to future
                years.

            


    

     

    
      	
              3.2.

            	
              Following
                the expiration of the Earn-Out Term, you may then be eligible to
                receive a
                performance/merit bonus as determined by Company’s Board based upon
                several factors including the profitability of the Company, your
                performance and the achievement of the goals set by the Company’s Board
                during each fiscal year. Any bonus paid to you is entirely discretionary
                and there is no contractual entitlement to receive it nor shall it
                be
                deemed to become part of your contractual remuneration or salary
                for
                pension purposes or otherwise. In the event your employment is terminated
                or you are under notice of termination prior to the payment date
                (whether
                such notice is given by the Company or you) you will forfeit all
                and any
                rights and entitlements to a bonus and will not have any rights against
                the Company in respect of the loss of such entitlement. The Company
                reserves in its absolute discretion the right to terminate or amend
                any
                bonus scheme without notice to you. Receipt of a discretionary bonus
                one
                year creates neither right to nor expectation of any bonus in the
                next
                year.

            


    

     

    
      	
              3.3.

            	
              You
                authorise the Company at any time during your employment, or in any
                event
                on the termination of your employment, howsoever arising, to deduct
                from
                your salary and from any other sums reimbursable to you by the Company,
                any monies from time to time due from you to the Company including,
                but
                not limited to any outstanding loans, advances, payment for excess
                holiday, overpayment of wages and any other monies owed by you to
                the
                Company.

            


    

     

    
      	
              3.4.

            	
              You
                shall be entitled to participate in all bonus and benefit programs
                that
                the Company establishes and makes available to its executive employees,
                if
                any, to the extent that your position, tenure, salary, age, health
                and
                other qualifications make you eligible to participate, including,
                but not
                limited to, health care plans, life insurance plans, disability insurance,
                retirement plans, and all other benefit plans from time to time in
                effect.
                The Company shall pay for your participation in the health care plan
                that
                it currently has in place. The Company shall also reimburse you up
                to £500 per month for the lease of an automobile to be used in
                connection with your employment with the Company.
                

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
              4.

            	
              LOCATION

            


    

     

    
      	 	
              Your
                principal place of work at the date of this letter is 65 High Street
                Marlow Bucks SL7 1AB, United Kingdom. You may also be required to
                travel
                within the UK and abroad in the course of your duties from time to
                time at
                the reasonable discretion of the
                Company.

            


    

     

    
      	
              5.

            	
              HOURS
                OF WORK

            


    

     

    
      	
              5.1.

            	
              Your
                normal hours of work are from 8:00 a.m. to 5:00 p.m. or 9.00 a.m.
                to 6.00
                p.m. Monday through Friday, inclusive. You are entitled to a one
                (1) hour
                lunch break. You may be required to work additional hours either,
                as and
                when requested by the Company, or when the proper performance of
                your work
                requires. You will not be entitled to be paid extra remuneration
                for any
                such additional hours worked in excess of your basic weekly
                hours.

            


    

     

    
      	
              5.2.

            	
              You
                agree that the limit in regulation 4(1), Working Time Regulations
                1998
                (“the Regulations”) does not apply during your employment and that if
                necessary for the proper performance of your duties you will work
                more
                than an average of 48 hours in each seven day period (as defined
                by and
                calculated in accordance with the Regulations). You can withdraw
                your
                agreement to the terms of this clause by giving to the Company three
                months’ written notice.

            


    

     

    
      	
              6.

            	
              HOLIDAY
                ENTITLEMENT

            


    

     

    
      	
              6.1.

            	
              Your
                annual holiday entitlement is twenty-five (25) days in the Company’s
                holiday year which runs from January to December, plus Bank Holidays
                in
                England and Wales. Your entitlement for a part year will be pro-rated
                according to your annual entitlement. You are entitled to your full
                remuneration and benefits during days taken as
                holiday.

            


    

     

    
      	
              6.2.

            	
              You
                are required to give at least two weeks’ notice of a proposed holiday. No
                more than 10 consecutive days’ holiday (plus weekends falling in between)
                may be taken at any one time. The provisions of regulations 15(1)
                to (4)
                of the Regulations do not apply to your employment. Unused holiday
                entitlement may not be carried over from one calendar year to the
                next
                without the prior written consent of the
                Company.

            


    

     

    
      	
              6.3.

            	
              Upon
                termination of employment, you will receive payment in respect of
                any
                days’ holiday which has accrued but has not been taken by the date your
                employment terminates. A pro-rated sum will be deducted in respect
                of any
                days you have taken in excess of your holiday entitlement from your
                last
                salary payment. For these purposes a day’s pay is calculated as 1/260 of
                your annual salary.

            


    

     

    
      	
              6.4.

            	
              During
                any period of notice (whether given by the Company or by you), no
                contractual holiday entitlement shall accrue, save that your entitlement
                to annual leave pursuant to regulation 13 of the Regulations shall
                continue to accrue during such
                period.

            


    

     

    
      	
              6.5.

            	
              The
                Company reserves the right, at its sole discretion, to require you
                to take
                or not to take all or part of any outstanding holiday during any
                notice
                period or period of Garden Leave.

            


    

     

    
      	
              7.

            	
              PENSION
                SCHEME

            


    

     

    
      	
              7.1.

            	
              The
                Company shall not be liable to pay or provide any pension to or for
                your
                benefit (without prejudice to the Company’s obligation (if any) pursuant
                to the Welfare Reform and Pensions Act 1999, the Finance Act 2000
                and the
                Stakeholder Pension Schemes Regulations 2000 to facilitate access
                to a
                stakeholder pension scheme) and you are encouraged to make your own
                pension arrangements.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	
              7.2.

            	
              The
                Company has not opted to treat your employment as contracted-out
                employment by reference to an occupational pension scheme and a
                contracting-out certificate issued in accordance with the Pension
                Schemes
                Act 1993 is not in force in respect of your
                employment.

            


    

     

    
      	
              8.

            	
              ABSENCE
                AND SICKNESS

            


    

     

    
      	
              8.1.

            	
              Any
                unauthorized absence requires you to notify the CEO (or his designated
                deputy) by 10.00 a.m. on the first day of any such unauthorized absence.
                If you are still off work on the third day you must contact the CEO
                to
                report on your progress. You must keep the CEO regularly informed
                of your
                absence and of the expected duration of your absence. Failure to
                notify
                the Company of your absence may render you subject to disciplinary
                action
                and may also bar you from receiving sick
                pay.

            


    

     

    
      	
              8.2.

            	
              Absence
                through sickness or injury must be covered by a medical certificate.
                For
                the first seven days a self-certificate form (available from Human
                Resources) must be completed on your return to work and submitted
                to Human
                Resources For illness of more than seven days, a doctor’s certificate must
                be produced on the eighth day and should be submitted regularly for
                any
                period of sickness thereafter. On each occasion a medical certificate
                expires and you do not anticipate returning to work, you must notify
                the
                Head of Worldwide Sales on the first working day following the expiry
                of
                the medical certificate.

            


    

     

    
      	
              8.3.

            	
              Provided
                that you comply with your obligations under this clause 8, the Company
                may
                at its absolute discretion make full payment of salary while you
                are
                absent for sickness or injury for a maximum period of thirty (30)
                days in
                any twelve-month period and for any subsequent such absence in the
                same
                calendar year you will receive such pay (if any) as the Company may
                in its
                sole discretion deem appropriate. The foregoing is without prejudice
                to
                any entitlement to statutory sick pay (“SSP”) under the Social Security
                Contributions and Benefits Act 1992 (for which purpose Monday to
                Friday
                (inclusive) in each week shall be qualifying days). Any payment made
                in
                respect of a day of sickness shall count towards any entitlement
                to SSP
                and any other sickness or other benefit obtainable by you under any
                social
                security, national insurance or other legislation for the time being
                in
                force or any benefit received by you as a result of contributions
                paid by
                the Company to any health insurance scheme. Only SSP will be paid
                for any
                period of absence due to sickness during your probationary period
                and/or
                your notice period. The Company at all times reserves the right to
                withhold, discontinue or request repayment of any contractual sick
                pay:

            


    

     

    
      	 	
              8.3.1.

            	
              if
                it is satisfied that you have misrepresented your state of health
                or are
                in any way abusing the sickness scheme;
                or

            


    

     

    
      	 	
              8.3.2.

            	
              if
                an injury from an accident at work was caused by your misconduct
                at work;
                or

            


    

     

    
      	 	
              8.3.3.

            	
              if
                you fail to follow the Company’s absence rules;
                or

            


    

     

    
      	 	
              8.3.4.

            	
              if,
                in the opinion of a doctor nominated by the Company, you are well
                enough
                to work; or

            


    

     

    
      	 	
              8.3.5.

            	
              if
                you behave in a manner likely to impede your
                recovery.

            


    

     

    
      	
              8.4.

            	
              You
                agree to be examined by a medical practitioner nominated by the Company
                on
                the Company’s request, the cost of which will be borne by the Company. You
                shall authorise the medical practitioner carrying out the examination
                to
                disclose to or discuss with the Company and its advisers any matters
                arising from such examination.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	
              9.

            	
              PERIOD
                OF NOTICE AND TERMINATION OF EMPLOYMENT
                

            


    

     

    
      	
              9.1.

            	
              You
                will be required to give six (6) months notice in writing to terminate
                your employment. Notwithstanding anything to the contrary set forth
                herein
                or in the Stock Purchase Agreement, if you terminate your employment
                with
                the Company under this clause 9.1 prior to the expiration of the
                Earn-Out
                Term, you acknowledge and agree that neither the Company nor Mandalay
                Media, Inc. shall be obligated to pay you any portion of any Earn-Out
                Payment (as defined in the Stock Purchase Agreement) that might otherwise
                be payable for the Earn-Out Period (and any subsequent Earn-Out Periods)
                in which you are not fully employed by the Company during such Earn-Out
                Period.

            


    

     

    
      	
              9.2.

            	
              Should
                the Company wish to terminate your employment prior to the second
                anniversary of the Commencement Date, other than for the reasons
                set out
                in clause 9.4 below, you will be entitled to receive payments in
                the
                amount of your base salary then in effect up to the second anniversary
                of
                the Commencement Date, and you shall be entitled to six (6) months
                notice
                of such termination. 

            


    

     

    
      	
              9.3.

            	
              The
                Company shall be entitled at its sole discretion at any time to terminate
                your employment forthwith without notice in accordance with this
                clause
                9.3 and to make a payment of basic salary to you as set forth above
                in
                lieu of any notice period and to deduct tax and national insurance
                from
                any such payment, provided that if the Company shall decide not to
                make a
                payment to you under this clause, you shall not be entitled to enforce
                the
                payment as a contractual debt or as liquidated damages and your sole
                remedy will be in the form of damages in respect of any unexpired
                period
                of notice. Where you have received a payment in lieu of notice, you
                will
                not be entitled to any additional compensation in respect of holiday
                which
                would otherwise have accrued during your notice period. For the avoidance
                of doubt, you shall be entitled to receive your pro-rata share of
                any
                Earn-Out Payment made by Mandalay Media, Inc. unless you terminate
                your
                employment with the Company pursuant to clause 9.1.
                

            


    

     

    
      	
              9.4.

            	
              Notwithstanding
                the other provisions of this clause 9, your employment may be terminated
                by the Company by written notice having immediate effect and without
                notice or payment in lieu of notice or payment of any compensation
                or
                liquidated damages if you are guilty of gross misconduct or in any
                way
                fundamentally breach your employment contract with the Company. The
                following are examples of conduct that would entitle the Company
                to
                terminate your employment
                summarily:

            


    

     

    
      	 	
              9.4.1.

            	
              theft,
                fraud, intentionally providing false or misleading information or
                any act
                of dishonesty;

            


    

     

    
      	 	
              9.4.2.

            	
              any
                act or attempted act of violence or abusive behaviour towards people
                or
                property including causing deliberate damage to the Company’s
                property;

            


    

     

    
      	 	
              9.4.3.

            	
              indecent
                behaviour towards or harassment or bullying of fellow employees,
                suppliers, customers or clients;

            


    

     

    
      	 	
              9.4.4.

            	
              incapability
                through alcohol, non-prescribed drugs or other
                substances,

            


    

     

    
      	 	
              9.4.5.

            	
              wilful
                and persistent breach of health and safety
                regulations;

            


    

     

    
      	 	
              9.4.6.

            	
              a
                serious act of insubordination or wilful refusal to carry out reasonable
                requests;

            


    

     

    
      	 	
              9.4.7.

            	
              serious
                or persistent neglect of duties or a series of persistent breaches
                of the
                terms and conditions of your employment, other than a breach which
                is
                capable of remedy and is remedied forthwith by you at the Company’s
                request to the reasonable satisfaction of the
                Company;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	 	
              9.4.8.

            	
              failure
                to comply in any material respect with any policy, procedures or
                rules of
                any professional or regulatory body governing the business carried
                out by
                the Company including, without limitation, any policy in respect
                of equal
                opportunities and harassment, data protection and use of email and
                the
                internet;

            


    

     

    
      	 	
              9.4.9.

            	
              unauthorized
                use of or disclosure of confidential
                information;

            


    

     

    
      	 	
              9.4.10.

            	
              serious
                breach of the Company’s policies, procedures or rules contained in the
                Employee Handbook, which may be amended from time to
                time;

            


    

     

    
      	 	
              9.4.11.

            	
              falsifying
                records or expense claims;

            


    

     

    
      	 	
              9.4.12.

            	
              conviction
                of a criminal offence, other than a minor offence, arising from or
                related
                to your work for the Company;

            


    

     

    
      	 	
              9.4.13.

            	
              conviction
                of a criminal offence committed outside working hours which in the
                opinion
                of the Company acting reasonably adversely affects the Company’s business
                or reputation, or affects your suitability for the type of work which
                you
                perform or affects your acceptability to other
                employees;

            


    

     

    
      	 	
              9.4.14.

            	
              any
                act of gross misconduct or any other act or omission (whether or
                not
                during or in the context of your employment) which, in the opinion
                of the
                Company acting reasonably, brings or is likely or calculated to bring
                the
                name or reputation of the Company into disrepute or to materially
                prejudice the interests of the business of the
                Company;

            


    

     

    
      	 	
              9.4.15.

            	
              unauthorized
                signing of documentation committing the Company to any financial
                obligation or exceeding your authority in any other way;
                or

            


    

     

    
      	 	
              9.4.16.

            	
              misuse
                of the Company’s computer system or any other Company owned
                equipment.

            


    

     

    
      	
              9.5.

            	
              The
                Company shall have the right to suspend you (subject to the continued
                payment of salary and benefits) pending any investigation into any
                potential dishonesty, gross misconduct or any other circumstances
                which
                may give rise to a right to the Company to terminate your employment
                for
                such period as it thinks fit. 

            


    

     

    
      	
              10.

            	
              GARDEN
                LEAVE

            


    

     

    
      	
              10.1.

            	
              After
                notice of termination has been given by either party you may be required
                by the Company in its absolute discretion not to attend at your place
                of
                work or other offices of the Company at any time and not to perform
                any
                duties for the Company or to perform only such specific duties, projects
                or tasks as are expressly assigned to you by the Company, in any
                case for
                such period and at such place or places (including, without limitation
                your home) as the Company in its absolute discretion may decide.
                You will
                continue to receive your full pay and contractual benefits during
                any such
                period. Any period of Garden Leave will not exceed the period of
                notice
                the Company is required to give you pursuant to clause 9.2 of this
                agreement.

            


    

     

    
      	
              10.2.

            	
              During
                any such period you shall:

            


    

     

    
      	 	
              10.2.1.

            	
              if
                requested by the Company resign from any office which you may hold
                in the
                Company or which you hold as a nominee of the
                Company;

            


    

     

    
      	 	
              10.2.2.

            	
              notify
                the Company of any change of address or contact
                details;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	 	
              10.2.3.

            	
              if
                requested by the Company return all of the Company’s property which is
                held by you or is under your control including without limitation
                all
                confidential information, documents, software and copies of documents
                and
                software;

            


    

     

    
      	 	
              10.2.4.

            	
              if
                requested by the Company, refrain from contacting employees, clients
                and
                professional contacts of the Company except where such employees,
                clients
                and professional contacts are personal friends of yours and you have
                contacted them in a social
                capacity;

            


    

     

    
      	 	
              10.2.5.

            	
              if
                requested by the Company cease to be an authorized signatory of the
                Company or hold a power of attorney for the
                Company.

            


    

     

    
      	
              10.3.

            	
              The
                Company reserves the right to require you to take holiday which is
                accrued
                up to the commencement of garden leave and which will accrue to the
                date
                your employment terminates during the period of garden leave on such
                day
                or days as the Company may specify. No contractual holiday entitlement
                shall accrue during such period itself, save that your entitlement
                to
                annual leave pursuant to regulation 13 of the Regulations shall continue
                to accrue during such period.

            


    

     

    
      	
              10.4.

            	
              During
                any such period referred to in clause 10.1, the Company shall be
                under no
                obligation to provide any work for you and you shall continue to
                be bound
                by the express and implied duties of your employment including, without
                limitation, by the duty of fidelity and good faith owed to the Company
                and, for the avoidance of doubt but without limitation, by the provisions
                of clause 18.

            


    

     

    
      	
              10.5.

            	
              During
                any such period referred to in clause 10.1, the Company shall be
                entitled
                to make such reasonable announcements or statements to employees,
                clients
                and professional contacts of the Company and other third parties
                concerning you as may be
                appropriate.

            


    

     

    
      	
              11.

            	
              CONFIDENTIALITY

            


    

     

    
      	
              11.1.

            	
              You
                will not (except in the proper course of your duties) either during
                or
                after the termination of your employment, directly or indirectly
                make use
                of, communicate or divulge to any person or corporate body and shall
                use
                your best endeavours to prevent the publication or disclosure of
                secret or
                confidential information including, without limitation, any trade
                secrets,
                customer names, customer lists, customer profiles, prospective customer
                lists, mailing lists, receipts, documentation, computer programs,
                drawings, designs, information regarding product development, existing
                projects, marketing plans, sales plans, information relating to the
                Company’s strategy, plans, or employees, manufacturing, marketing and/or
                distribution systems plans, management organization information (including
                data and other information relating to members of the Board and
                management), operating policies or manuals, business plans, financial
                records or other financial, commercial, business or technical information
                relating to the Company or any of its subsidiaries or affiliates
                or
                information designated as confidential or proprietary that the Company
                or
                any of its subsidiaries or affiliates may receive belonging to suppliers,
                customers or others who do business with the Company or any of its
                subsidiaries or affiliates (collectively, “Confidential Information”)
                unless such Confidential Information has been previously disclosed
                to the
                public by the Company or has otherwise become available to the public
                (other than by reason of Employee’s breach of this clause 11.1).
                

            


    

     

    
      	
              11.2.

            	
              If
                your job involves the handling of personal data on employees, it
                is a
                further condition that you must not reveal any of it to others, whether
                employees or not, without proper authorisation from the
                CEO.

            


    

     

    
      	
              11.3.

            	
              A
                breach of the above may result in disciplinary
                action.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	
              11.4.

            	
              For
                the avoidance of doubt, the termination of this contract or variation
                of
                any of its terms or conditions for any reason shall not affect the
                obligations of confidentiality set out above, except that they shall
                cease
                to apply to any information or knowledge which may subsequently come
                into
                the public domain other than by way of unauthorised disclosure in
                breach
                of the above obligations.

            


    

     

    
      	
              11.5.

            	
              All
                programmes and information about the Company’s affairs held on a computer
                owned by you shall be deleted on the termination of your employment
                and if
                requested by the Company you will make the computer available for
                inspection by the Company to ensure that this has been effectively
                carried
                out.

            


    

     

    
      	
              12.

            	
              RETURN
                OF COMPANY’S PROPERTY AND REPAYMENT OF SUMS DUE TO THE
                COMPANY

            


    

     

    
      	 	
              On
                the termination of your employment for whatever reason, or at any
                time on
                the request of the Company, you must immediately return to the Company
                in
                accordance with its instructions all equipment, Confidential Information,
                correspondence, records plans, statistics, specifications, magnetic
                disks,
                tapes or other software storage media, models, notes, papers, reports
                and
                other documents and any copies thereof and any other property belonging
                to
                the Company whether in hard copy or in electronic or machine readable
                form
                (including but not limited to Company car, keys, credit and charge
                cards
                and passes which may be in your possession or under your control.
                All
                programmes and information about the Company’s affairs held on a computer
                owned by you shall be deleted on the termination of your employment
                and if
                requested by the Company you will make the computer available for
                inspection to the Company to ensure that this has been effectively
                carried
                out. You will provide details of any password used by you to access
                the
                computer system or PC of any member of the Company and will not retain
                any
                copies thereof. If you have a loan you will be required to repay
                it in
                full before your employment ends. If you owe any money to the Company
                then
                the Company has the right to deduct such sums from any payment due
                to you.
                This is without prejudice to the Company’s other remedies to recover any
                sums due from you to the Company. No outstanding payments will be
                made to
                you until the requirements in this clause are met. You will, if so
                required by the Company, confirm in writing that you have complied
                with
                your obligations under this clause.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      	
              13.

            	
              RESTRICTIVE
                COVENANTS

            


    

     

    
      	
              13.1.

            	
              In
                this clause the words and expressions set out below shall have the
                following meanings:

            


    

     

    
      	
              “Customer”

            	 	
              means
                any person, firm or company who was at any time during the Relevant
                Period
                a customer or client of the Company or any Relevant Group Company
                and with
                or for whom you or any person reporting to you had dealings, was
                responsible or acted or in respect of whom you had access to Confidential
                Information during the Relevant Period (other than at a de minimis
                level);

               

            
	
              “Effective
                Date”

            	 	means
              the Termination Date or (if earlier) the date on which you commence
              Garden
              Leave;
	 	 	 
	
              “Group
                Company”

               

            	 	
              means
                any holding company for the time being of the Company or any subsidiary
                for the time being of the Company or any such holding company (for
                which
                purpose “holding company” and “subsidiary” shall have the meaning set out
                in section 736, Companies Act 1985 as amended);

               

            
	
              “Key
                Employee”

               

            	 	
              means
                any person who was an employee, director or consultant employed or
                engaged
                by the Company or any Relevant Group Company at the Effective Date
                or at
                any time in the Relevant Period and in each case who worked or provided
                services in an executive or senior managerial capacity and with or
                for
                whom you or any person reporting directly to you dealt personally
                (other
                than at a de minimis level) or had material involvement with or in
                respect
                of whom you had access to Confidential Information, during the Relevant
                Period.;

               

            
	
              “Minority
                Investor”

               

            	 	
              means
                a person who is the beneficial owner of shares or other securities
                of any
                company whose shares are quoted on any Recognised Investment Exchange
                which when aggregated with shares or other securities beneficially
                owned
                by his or her spouse, children, step children, parents and parents’
                children total no more than one per cent. of any single class of
                shares or
                other securities in such company;

               

            
	
              “Prospective
                Customer”

               

            	 	
              means
                any person, firm or company who was at any time during the period
                of 6
                months immediately preceding the Effective Date in negotiations with
                the
                Company or any Relevant Group Company with a view to such person,
                firm or
                company dealing with the Company or any Relevant Group Company as
                a
                customer or client and with or for whom you or any person reporting
                directly to you had dealings , was responsible or acted (other than
                at a
                de minimis level) or about whom you had access to Confidential Information
                during the said period;

               

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              “Prospective
                Supplier”

               

            	 	
              means
                any person, firm or company who was at any time during the period
                of 6
                months immediately preceding the Effective Date in negotiations with
                the
                Company or any Relevant Group Company with a view to such person,
                firm or
                company dealing with the Company or any Relevant Group Company as
                a
                supplier of goods or services and with or for whom you or any person
                reporting to you had dealings, was responsible or acted (other than
                at a
                de minimis level) or about whom you had access to Confidential Information
                during the said period.

               

            
	
              “Recognised
                Investment Exchange”

               

            	 	
              has
                the meaning given to it in section 285, Financial Services and Markets
                Act
                2000;

               

            
	
              “Relevant
                Capacity”

            	 	
              means
                either alone or jointly with another or others, whether as principal,
                agent, consultant, director, partner, shareholder, independent contractor,
                employee or in any other capacity, whether directly or indirectly
                through
                any other person, firm or company, and whether for your own benefit
                or
                that of others;

            
	 	 	 
	“Relevant
              Group Company”	 	means
              any Group Company to which you have rendered services or which you
              had
              management or operational responsibility during the course of your
              employment at any time during the Relevant Period; 
	 	 	 
	“Relevant
              Period”	 	means
              the twelve-month period ending with the Effective Date; 
	 	 	 
	
              “Restricted
                Area”

               

            	 	
              means
                England and such other countries in which the Company or any Relevant
                Group Company carried on any Restricted Business at the Effective
                Date;

               

            
	
              “Restricted
                Business”

               

            	 	
              means
                the business of providing targeted branded mobile phone content services
                and mobile and voice chat and community services direct to customers
                and
                offering an adult television channel; 

               

            
	
              “Supplier”

               

            	 	
              means
                any person, firm or company who at any time during the Relevant period
                was
                a supplier of goods or services to the Company or any Relevant Group
                Company and with or for whom you or any person reporting directly
                to you
                had dealings, was responsible or acted (other than at a de minimis
                level)
                or about whom you had access to Confidential Information, during
                the
                Relevant Period.

               

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    
      	
              13.2.

            	
              You
                shall not in a Relevant Capacity (save as a Minority Investor or
                with the
                express written consent of the
                Board):

            


    

     

    
      	 	
              13.2.1.

            	
              for
                the period of 9 months from the Effective Date take any steps preparatory
                to or be engaged or concerned or interested in or carry on any business
                within the Restricted Area which competes with (or will within such
                period
                compete with) the Restricted
                Business;

            


    

     

    
      	 	
              13.2.2.

            	
              so
                as to compete with the Restricted Business for the period of 12 months
                from the Effective Date (whether orally or by way of letters, circulars
                or
                otherwise) canvass, solicit, interfere with or endeavour to entice
                away
                from the Company or any Relevant Group Company the custom or business
                of
                any Customer;

            


    

     

    
      	 	
              13.2.3.

            	
              so
                as to compete with the Restricted Business for the period of 12 months
                from the Effective Date (whether orally or by way of letters, circulars
                or
                otherwise) canvass, solicit, interfere with or endeavour to entice
                away
                from the Company or any other Group Company the custom or business
                of any
                Prospective Customer;

            


    

     

    
      	 	
              13.2.4.

            	
              so
                as to compete with the Restricted Business for the period of 12 months
                from the Effective Date have any business dealings with or act for
                or
                provide services to any Customer;

            


    

     

    
      	 	
              13.2.5.

            	
              so
                as to compete with the Restricted Business for the period of 12 months
                from the Effective Date have any business dealings with or act for
                or
                provide services to any Prospective
                Customer;

            


    

     

    
      	 	
              13.2.6.

            	
              for
                the period of 12 months from the Effective Date solicit or endeavour
                to
                entice away from the Company or any Relevant Group Company or offer
                employment to any Key Employee, or do any act which may encourage
                any Key
                Employee to terminate his employment, appointment or contract with
                the
                Company or any Relevant Group
                Company;

            


    

     

    
      	 	
              13.2.7.

            	
              so
                as to compete with the Restricted Business for the period of 12 months
                from the Effective Date (whether orally or by way of letters, circulars
                or
                otherwise) canvass, solicit, interfere with or seek to disrupt, or
                endeavour to entice away from the Company or any Relevant Group Company
                the goods or services provided to the Company or any Relevant Group
                Company by any Supplier;

            


    

     

    
      	 	
              13.2.8.

            	
              so
                as to compete with the Restricted Business for the period of 12 months
                from the Effective Date (whether orally or by way of letters, circulars
                or
                otherwise) canvass, solicit, interfere with or seek to disrupt, or
                endeavour to entice away from the Company or any Relevant Group Company
                the goods or services provided to the Company or any Relevant Group
                Company by any Prospective
                Supplier;

            


    

     

    
      	 	
              13.2.9.

            	
              so
                as to compete with the Restricted Business for the period of 12 months
                from the Effective Date have any business dealings with any
                Supplier;

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    
      	 	
              13.2.10.

            	
              so
                as to compete with the Restricted Business for the period of 12 months
                from the Effective Date have any business dealings with any Prospective
                Supplier; or

            


    

     

    
      	 	
              13.2.11.

            	
              for
                the period of 12 months from the Effective Date do or say anything
                likely
                or calculated to lead any person, firm or company to cease or not
                to offer
                to the Company or any other Group Company any rights of purchase,
                sale or
                agency; or

            


    

     

    
      	 	
              13.2.12.

            	
              encourage,
                assist or procure any other person, firm, company or other organisation
                to
                do anything which, if done by you, would be a breach of any of your
                obligations under clauses 13.2.1 to 13.2.11
                above.

            


    

     

    
      	
              13.3.

            	
              You
                shall not at any time (whether during the employment or thereafter)
                use
                any name (whether as part of a corporate name or otherwise) which
                is used
                by the Company or any other Group Company at the Termination Date
                or any
                other name which is likely to cause confusion with any such name
                in the
                minds of members of the public.

            


    

     

    
      	
              13.4.

            	
              You
                shall not at any time after the Termination Date represent yourself
                as
                being employed by or otherwise connected with the Company or any
                other
                Group Company.

            


    

     

    
      	
              13.5.

            	
              You
                shall at the request of the Company enter into a direct agreement
                or
                undertaking with any other Group Company by which you will accept
                restrictions corresponding to the restrictions contained in this
                clause.

            


    

     

    
      	
              13.6.

            	
              You
                acknowledge that the provisions of this clause constitute severable
                undertakings given for the benefit of the Company and all other Group
                Companies and may be enforced by the Company on its own behalf or
                on
                behalf of any other Group Company.

            


    

     

    
      	
              13.7.

            	
              Before
                accepting any employment, appointment or engagement with any third
                party
                either during your employment or at any time during the period of
                6 months
                after the Termination Date you shall draw the provisions of this
                clause to
                the attention of such third party.

            


    

     

    
      	
              13.8.

            	
              Each
                of the restrictions contained at clauses 13.2 to 13.4 constitutes
                an
                entirely separate and independent restriction and is considered by
                the
                parties each of whom has taken independent legal advice to be reasonable
                and necessary for the protection of the legitimate interests of the
                Company and Group but if any such restriction or part thereof shall
                be
                found void, invalid, illegal or unenforceable by any court of competent
                jurisdiction but would be valid if some words were deleted therefrom,
                or
                the period thereof reduced, or area covered or range of activities
                reduced, such restriction shall apply with such modification as may
                be
                necessary to make it valid and effective.


            


    

     

    
      	
              13.9.

            	
              In
                the event of any clause contained in this Agreement or any part thereof
                being declared invalid or unenforceable by any court of competent
                jurisdiction, all other clauses or parts thereof contained in this
                Agreement shall remain in full force and effect and shall not be
                affected
                thereby.

            


    

     

    
      	
              14.

            	
              DISCIPLINARY
                PROCEDURE AND GRIEVANCE
                PROCEDURES

            


    

     

    
      	 	
              The
                Company’s Disciplinary Procedure and Grievance Procedure are available
                from the Company. This sets out the guidelines for dealing with
                disciplinary and grievance issues. However, these procedures will
                not form
                part of your contract of employment.


            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    
      	
              15.

            	
              SAFEGUARDING
                INFORMATION AND COMMUNICATION
                SYSTEMS

            


    

     

    
      	
              15.1.

            	
              The
                Company regards the integrity of its computer system as central to
                the
                success of the business. Its policy is to take any measures it considers
                necessary to ensure that all aspects of the system are fully
                protected.

            


    

     

    
      	
              15.2.

            	
              Misuse
                of the computer is a serious disciplinary offence. The following
                are
                examples of misuse:

            


    

     

    
      	 	
              15.2.1.

            	
              fraud
                and theft;

            


    

     

    
      	 	
              15.2.2.

            	
              system
                sabotage;

            


    

     

    
      	 	
              15.2.3.

            	
              introduction
                of viruses and time bombs;

            


    

     

    
      	 	
              15.2.4.

            	
              using
                unauthorized software;

            


    

     

    
      	 	
              15.2.5.

            	
              obtaining
                unauthorised access;

            


    

     

    
      	 	
              15.2.6.

            	
              using
                the system for private work or game
                playing;

            


    

     

    
      	 	
              15.2.7.

            	
              breaches
                of the Data Protection Act;

            


    

     

    
      	 	
              15.2.8.

            	
              sending
                abusive, rude, discriminatory or defamatory messages via electronic
                mail;
                and

            


    

     

    
      	 	
              15.2.9.

            	
              hacking.

            


    

     

    
      	
              15.3.

            	
              This
                list is not exhaustive. Depending on the circumstances of each case,
                misuse of the computer system is likely to be considered a gross
                misconduct offence, punishable by dismissal. Misuse amounting to
                criminal
                conduct will be reported to the police. You agree to indemnify the
                Company
                during and after your employment against all liability resulting
                from your
                breach of this clause.

            


    

     

    
      	
              15.4.

            	
              If
                you suspect that a fellow employee is abusing the computer system
                should
                raise the matter with the CEO.

            


    

     

    
      	
              15.5.

            	
              Company
                communication systems, which include telephone, fax, electronic mail
                and
                the Internet, must be used only for legitimate business purposes.
                It is
                accepted that you may from time to time need to make some personal
                use of
                these facilities but this and any form of non-business use of these
                facilities must be kept to a minimum. Personal use of Company facilities
                will be acceptable only provided that the frequency and duration
                of such
                usage does not interfere with the performance of your duties. The
                cost
                incurred through the personal use of Company and Group Company facilities
                may be re-charged to you and deducted from your salary at the Company’s
                discretion. The Company reserves the right to monitor all e-mail/internet
                activity by you for the purposes of ensuring compliance with the
                Company’s
                policies and procedures and of ensuring compliance with relevant
                regulatory requirements and you hereby consent to such
                monitoring.

            


    

     

    
      	
              16.

            	
              INTELLECTUAL
                PROPERTY

            


    

     

    
      	
              16.1.

            	
              You
                acknowledge that because of the nature of your duties and the particular
                responsibilities arising as a result of such duties that you owe
                to the
                Company, you have a special obligation to further the interests of
                the
                Company. 

            


    

     

    
      	
              16.2.

            	
              You
                shall promptly disclose to the Company any idea or invention created
                in
                the manner prescribed by sections 39(1) and 39(2) of the Patents
                Act 1977.
                Any such inventions will then be dealt with in accordance with the
                provisions expressed in that Act. 

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    
      	
              16.3.

            	
              You
                acknowledge that all trade marks, registered designs, design rights,
                copyright, database rights and other intellectual property rights
                (together, where registerable with the right to apply for registration
                of
                the same, aside from those described in clause 18.2), whether in
                existence
                now or coming into existence at any time in the future, will, on
                creation
                either during the normal course of employment or by using materials,
                tools
                or knowledge made available through your employment, vest in and
                be the
                exclusive property of the Company or any of Group Company which the
                Company shall nominate and if required to do so (whether during or
                after
                the termination of your employment), you shall execute all instruments
                and
                do all things necessary to vest ownership in the above rights in
                the
                Company as sole beneficial owner. Where the same does not automatically
                vest by Act of Parliament, you shall immediately assign the same
                to the
                Company. You irrevocably waive all your rights pursuant to sections
                77 to
                83 inclusive of the Copyright Designs and Patents Act 1988 and any
                statutory amendment thereto.

            


    

     

    
      	
              16.4.

            	
              You
                appoint the Company to be your attorney in your name and on your
                behalf to
                execute any such instrument or do any such thing necessary for the
                purpose
                of giving to the Company or its nominee, the full benefit of the
                provisions of this clause 18 and acknowledge in favour of any third
                party
                that a certificate in writing signed by any director or secretary
                of the
                Company, that any instrument or act falls within the authority conferred
                shall be conclusive evidence that such is the
                case.

            


    

     

    
      	
              17.

            	
              WHOLE
                AGREEMENT

            


    

     

    
      	
              17.1.

            	
              This
                letter constitutes the whole agreement between the parties. All other
                agreements (if any) for service between the Company and you are hereby
                abrogated and superseded and any sum or sums paid to you by way of
                remuneration under any such other agreements after the commencement
                of the
                employment shall be deemed to have been received by you on account
                of the
                remuneration payable to you under this letter. You have not been
                induced
                to enter into an agreement in the form of this letter in reliance
                on, nor
                have you been given any warranty, representation, statement, agreement
                or
                undertaking of any nature whatsoever other than as are expressly
                set out
                in this letter and, to the extent that any of them have been, you
                unconditionally and irrevocably waive any claims, rights or remedies
                which
                you might otherwise have had in relation
                thereto.

            


    

     

    
      	
              17.2.

            	
              There
                is no collective agreement which directly affects the terms and conditions
                of employment contained in this
                letter.

            


    

     

    
      	
              18.

            	
              RETIREMENT

            


    

     

    
      	 	
              Your
                normal retirement age will be 65. 

            


    

     

    
      	
              19.

            	
              EXCLUSIVITY
                OF SERVICE

            


    

     

    
      	
              19.1.

            	
              Unless
                prevented by ill health and except during holiday taken in accordance
                with
                clause 6 you are required to devote your full working time, attention
                and
                abilities to your job duties during working hours and to act in the
                best
                interests of the Company at all
                times.

            


    

     

    
      	
              19.2.

            	
              You
                must not during your employment (including, without limitation, any
                period
                of garden leave) without the written consent of the Company carry
                on or be
                or plan or attempt to be in any way directly or indirectly engaged,
                concerned or interested in any other business or undertaking (whether
                alone or on your own behalf or on behalf of or in association or
                in
                conjunction with any other person and whether as an employee or in
                any
                other capacity) where this is or is likely to compete with, or be
                in
                conflict with, the business of the Company or where this may affect
                the
                efficient discharge of your duties. You must therefore notify the
                Head of
                Worldwide Sales if you wish to enter into any other employment or
                acquire
                any other business interest during the course of your
                employment.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    
      	
              20.

            	
              POLICIES
                AND PROCEDURES

            


    

     

    
      	 	
              You
                agree to comply with the rules, policies and procedures of the Company
                in
                force from time to time.

            


    

     

    
      	
              21.

            	
              DATA
                PROTECTION

            


    

     

    
      	
              21.1.

            	
              You
                hereby explicitly consent to the processing of personal data, (including
                any sensitive personal data, held or obtained or collected by the
                Company
                in relation to your employment) and the transfer of this data outside
                the
                EEA for the operation, administration or security arrangements and
                legitimate interests of the Company and in order to fulfil the Company’s
                obligations to you.

            


    

     

    
      	
              21.2.

            	
              You
                agree to fully observe and perform the obligations imposed on individuals
                contained in the Data Protection Act 1998 (“the Act”) and any codes of
                practice or guidance issued under the Act and the Company’s data
                protection policy in force from time to time in relation to any personal
                data including sensitive personal data that may come into your possession
                whilst employed by the Company. Breach of this clause may constitute
                a
                disciplinary offence.

            


    

     

    
      	
              21.3.

            	
              The
                Company may from time to time need to make your records available
                to its
                professional advisers, including its lawyers, accountants or auditors
                and
                to legal and regulatory authorities, such as the Inland Revenue or
                the
                FSA, and to other parties which provide products or services to the
                Company, such as its pension
                administrators.

            


    

     

    
      	
              21.4.

            	
              You
                should immediately notify Human Resources in writing of any changes
                to
                your personal details. Such changes may include but are not limited
                to:

            


    

     

    
      	 	
              21.4.1.

            	
              your
                name, change of address or telephone
                number;

            


    

     

    
      	 	
              21.4.2.

            	
              date
                of marriage, divorce or births in your immediate
                family;

            


    

     

    
      	 	
              21.4.3.

            	
              examination
                passes;

            


    

     

    
      	 	
              21.4.4.

            	
              change
                of life assurance beneficiary;

            


    

     

    
      	 	
              21.4.5.

            	
              change
                of address, telephone number, etc. of next of kin or emergency
                contact;

            


    

     

    
      	 	
              21.4.6.

            	
              bank
                details;

            


    

     

    
      	 	
              21.4.7.

            	
              arrest,
                prosecution or conviction for a criminal
                offence;

            


    

     

    
      	 	
              21.4.8.

            	
              any
                disciplinary action taken against you by a professional or regulatory
                body
                or if you become bankrupt, apply for or have made against you a receiving
                order, make any composition with your creditors or commit any act
                of
                bankruptcy. 

            


    

     

    
      	
              22.

            	
              EQUAL
                OPPORTUNITIES POLICY

            


    

     

    
      	 	
              The
                Company has an equal opportunities policy which will be given to
                you on
                joining. You will take the benefit of this policy, but you are also
                required to observe its terms (although these do not form part of
                your
                contract of employment).

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    
      	
              23.

            	
              AMENDMENTS
                AND WAIVERS

            


    

     

    
      	
              23.1.

            	
              No
                amendment to the provisions of this letter shall be effective unless
                in
                writing and signed by both parties hereto or their duly authorized
                representatives.

            


    

     

    
      	
              23.2.

            	
              All
                rights, remedies and powers conferred upon the parties hereto are
                cumulative and shall not be deemed or construed to be exclusive of
                any
                other rights, remedies or powers now or hereafter conferred upon
                the
                parties hereto or either of them by law or
                otherwise.

            


    

     

    
      	
              23.3.

            	
              Any
                failure at any time to insist upon or enforce any such right, remedy
                or
                power shall not be construed as a waiver
                thereof.

            


    

     

    
      	
              24.

            	
              WARRANTY
                AND UNDERTAKING

            


    

     

    
      	
              24.1.

            	
              You
                represent and warrant that you are not a party to any agreement,
                contract
                (whether of employment or otherwise) or understanding, which requires
                you
                to preserve the confidentiality of any information, client lists,
                trade
                secrets or other confidential information or which would in any way
                restrict or prohibit him from or conflict with or be breached by
                your
                undertaking or performing any of the duties of the employment in
                accordance with the terms and conditions of this
                Agreement.

            


    

     

    
      	
              24.2.

            	
              You
                undertake that forthwith upon receiving from any person, firm or
                company
                an offer of employment, agency, consultancy, partnership or joint
                venture,
                or an approach which may result in such an offer being received,
                during
                the employment or whilst any of the restrictions in this Agreement
                continue in force you will forthwith notify the Company and provide
                the
                person, firm or company making the offer with a full and accurate
                copy of
                this Agreement.

            


    

     

    
      	
              25.

            	
              NOTICES

            


    

     

    
      	 	
              Any
                notice required or desired to be delivered under this Agreement shall
                be
                in writing and shall be delivered personally, by courier service,
                by
                registered mail, return receipt requested, or by telecopy and shall
                be
                effective upon actual receipt when delivered or sent by telecopy
                and upon
                mailing when sent by registered mail, and shall be addressed as follows
                (or to such other address as the party entitled to notice shall hereafter
                designate in accordance with the terms hereof):


            


    

     

    
      	 	
              If
                to the Company: 

            


    

     

    AMV
      Holding Limited

    65
      High
      Street

    Marlow

    Buckinghamshire,
      United Kingdom

     

    
      	 	
              If
                to Employee:

            


    

     

    Jonathan
      Cresswell (a/k/a Jack Cresswell)

    AMV
      Holding Limited

    65
      High
      Street

    Marlow

    Buckinghamshire,
      United Kingdom

     

    
      	
              26.

            	
              POST-TERMINATION
                PROVISIONS

            


    

     

    
      	 	
              Any
                provision of this letter which contemplates or is capable of operation
                after the termination of the employment shall apply notwithstanding
                termination of the employment for whatever reason including, without
                limitation, an unlawful termination by the
                Company.

            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    
      	
              27.

            	
              GOVERNING
                LAW

            


    

     

    
      	
              27.1.

            	
              This
                letter shall be governed by and construed in all respects in accordance
                with the laws of England.

            


    

     

    
      	
              27.2.

            	
              Each
                of the parties hereto hereby irrevocably submits to the exclusive
                jurisdiction of the English Courts.

            


    

     

    We
      hope
      you find this offer acceptable. Please confirm your agreement to these terms
      of
      employment by signing the enclosed copy of this document and returning it to
      the
      Company’s General Counsel.

    
       

      
        	
                Yours
                  sincerely

              	 
	 	 
	
                On
                  behalf of the Company

              	 


      

       

      
        	
                By:

              	
                /s/
                  James Lefkowitz

              	 
	 	 	 
	
                Name:

              	
                James
                  Lefkowitz

              	 
	 	 	 
	
                Title:

              	
                Director

              	 


      

       

      Personal ID Number:
                                                                       

       

      I
        confirm
        my agreement to the above terms of employment.

       

      
        	
                By:

              	
                /s/
                  Jonathan Cresswell

              	 
	 	 	 
	
                Name:

              	
                Jonathan
                  Cresswell (a/k/a Jack Cresswell)

              	 


      

       

      Personal
        ID Number:
                                                              

       

    

    
      
        
        

      

      
        17