Exhibit 4(9)

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Exhibit 4(9)

EFFECTIVE
    DATE: 1 December 2003





EIDOS plc

and

JONATHAN KEMP







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SERVICE AGREEMENT

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Index

|Clause No. | Page No.
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|16.        |         
|17.        |         
|18.        |         
|19.        |         
|20.        |         
|21.        |         
|22.        |         
|23.        |         



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THIS AGREEMENTis made the 1st
day of December 2003

BETWEEN

|(1) | EIDOS
      plcwhose
      registered office is at Wimbledon Bridge House, 1 Hartfield Road, London
      SW19 3RU (company registration number 2501949) (the "Company"); and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                              
|(2) | JONATHAN
      KEMPof
      6a Ladbroke Gardens, London W11 2PT (the "Executive").                                                                                           

AGREED TERMS

|1.  | Definitions
      and Interpretations                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                          
|1.1 | In this
      agreement including any schedule the following expressions shall have the
      following meanings:                                                        
|    |                                                                                                                                                                          
|    | "Board"means
      the board of directors of the Company from time to time or any committee
      of the Board duly appointed by it;                                     
|    |                                                                                                                                                                          
|    | "Business
      Day"means
      any day other than a Saturday, Sunday or any other day
      which is a public holiday;                                                  
|    |                                                                                                                                                                          
|    | "Effective
      Date"means
      the date of this agreement;                                                                                                            
|    |                                                                                                                                                                          
|    | "Employment"means
      the employment of the Executive by the Company;                                                                                                  
|    |                                                                                                                                                                          
|    | "Group"means
      the Company and its Group Members;                                                                                                                    
|    |                                                                                                                                                                          
|    | "Group
      Member"means
      in relation to any entity a "group undertaking" (as defined in Section
      259 of the Companies Act 1985 as amended) of that entity and
|    | "Member
      of the Same Group as" any entity means any group undertaking as so
      defined of that entity;                                                           
|    |                                                                                                                                                                          
|    | "Scheme"means
      the Eidos plc Group Personal Pension Scheme; and                                                                                                     
|    |                                                                                                                                                                          
|    | "Termination
      Date"means
      the date on which the Executive's employment under this agreement terminates.                                                        
|    |                                                                                                                                                                          
|1.2 | In this
      agreement and any schedule:                                                                                                                                
|    |                                                                                                                                                                          
|    | (a)                                                                                                                                                                      
|    |                                                                                                                                                                          
|    | (b)                                                                                                                                                                      
|    |                                                                                                                                                                          
|    | (c)                                                                                                                                                                      

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|    | (d)                                                                                                                                                                                                                                                                                                                                                  | reference to any gender includes a reference to all other genders;                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|    | (e)                                                                                                                                                                                                                                                                                                                                                  | references to persons
       include bodies corporate, unincorporated associations and partnerships
    and any reference to any party who is an individual is also deemed to include
    their respective legal personal representative(s); and
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|    | (f)                                                                                                                                                                                                                                                                                                                                                  | the headings to clauses
       are for convenience only and shall not affect the construction or interpretation
    of this agreement.                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|2.  | Appointment and Term of Employment                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|2.1 | The Company
       hereby appoints the Executive and the Executive agrees to serve as European
       Managing Director on and subject to the terms and conditions specified
       in this agreement.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|2.2 | The Employment
       shall begin on the Effective Date and shall continue until terminated
       in accordance with the terms of this agreement.                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|2.3 | The Executive's
       continuous period of employment for the purposes of the Employment Rights
    Act 1996 began on the 7 October 1997.                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|2.4 | The Executive
       warrants that by entering into this agreement he will not be in breach
       of any express or implied terms of any contract with or any other obligations
    to any third party.                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|2.5 | Subject to the Company's rights in clause 13.1:                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                  | The Executive may
       terminate the Employment at any time by giving to the Company six months
    prior notice in writing.                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                  | The Company may terminate
       the Employment at any time by giving to the Executive twelve (12) months
    prior notice in writing.                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                  | The Employment shall
    automatically terminate without notice when the Executive reaches age 65.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|2.6 | If written
       notice is given by the Executive or by the Company to terminate the Employment
       or
    in circumstances where the Executive has purported to resign without giving
       due notice the Company shall not be obliged to provide any work to the
       Executive and may, at its sole discretion but subject to clause 2.8:
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                  | exclude the Executive
    from the premises of the Company or any Group Member;                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                  | require the Executive
    to perform such alternative duties as the Board may reasonably direct;                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                  | require the Executive to take gardening leave and perform no duties;                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|    | (d)                                                                                                                                                                                                                                                                                                                                                  | appoint a joint or direct replacement for the Executive;                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
|    | (e)                                                                                                                                                                                                                                                                                                                                                  | require the Executive
       not to have any communication with any customer or prospective customer
    of the Company (as defined in clause 17.1) or any Group Member in relation
    to the business of the Company or any Group Member;     

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|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | require the Executive
    not to contact or have any communication with any employee, officer, director,
    agent or consultant of the Company or of any Group Member in relation to
       the business of the Company or any Group Member; and                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                        
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | require the Executive
    not to remain or become involved in any respect with the business of the
       Company or any Group Member except as required by such Group Member or
       Company;                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                        
|    | and in
       each case the Company will continue to pay the Executive salary and provide
       all other benefits arising under this agreement during the period of notice
       (except that notwithstanding
       any other terms of this agreement bonus or other performance related
       benefits shall only accrue during any worked part of a termination notice
       period)
       and the Executive will continue to owe duties of fidelity, good faith
       and confidentiality
       to the Company and shall not be entitled to enter into any other employment
    or engagement without the Companys prior written consent. In the event
    that the Executive enters into any such employment or engagement without
    the Companys prior written consent, this shall constitute a repudiatory
    breach of contract
    on the part of the Executive which, if accepted by the Company, shall discharge
    the Company from any further obligation to pay in lieu of notice.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                        
|    | The Executive
      and the Company agree that any period or periods of exclusion pursuant
      to clause 2.6 shall be deducted from any period or periods of restraint
      applying to the Executive after the termination of his employment under
    clause 17.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                        
|2.7 | The Company may in
       its sole and absolute discretion terminate the Executive's Employment
       forthwith at any time (whether or not notice to terminate has already
       been given) by paying
       the Executive a lump sum equal to the basic salary only, calculated at
       the rate prevailing at the date of any such payment in lieu in accordance
       with clause 5.1, in lieu of any
       required notice or balance of such agreed notice together with any accrued
       holiday pay entitlement pursuant to clause 8 provided that such payments
       shall
    cease to be payable upon the Executive commencing new full-time employment.                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                        
|2.8 | Where the Company
       terminates this agreement otherwise than in accordance with the provisions
       of clauses 2.6 or 2.7 (subject always to the provisions of clause 13)
       the Executive shall not
       be entitled to enforce any claim as a contractual debt or as liquidated
       damages and his sole remedy will be a claim in damages and any such damages
       to which the Executive may be entitled shall be calculated in accordance
       with ordinary common law principles including those relating to mitigation
    of loss.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                        
|2.9 | Upon the termination
       of the Employment or if the Executive shall cease for any reason to be
       a Director of the Company the Executive shall forthwith, if so required
    by the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | resign without compensation
    from his office as Director of the Company and any Group Member,
    and of all other companies of which he shall have been appointed a Director
    by the Company or Group Member by virtue of any right of nomination vested
    in such member; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | transfer any shares
    held by the Executive required to be transferred either in accordance with
    the Company's articles of association or any agreement by which the Executive
    is bound.                                                                                     

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|2.10 | The Executive
       hereby irrevocably authorises the Company to appoint such person in his
       stead and on his behalf to do all such things and execute all such documents
       which he is obliged
       to execute and do under this agreement (including without limitation those
       documents which may be necessary for, or incidental to his resignation
       from office
       and transfer of shares).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.   | Duties                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1  | The Executive:                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                           

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|4.  | Place of Employment                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|4.1 | The
       Executive's initial place of employment shall be at the offices of the
       Company in Wimbledon, London or at such other place within London as the
       Company may reasonably require.                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|4.2 | The Executive
       shall travel to such parts of the world as the Board may direct or authorise.
       If the
    Company and the Executive agree for the Executive to work outside the United
    Kingdom for a period of more than one month it will provide him with written
       details of any terms and conditions which may apply to that work and to
    his return to the United Kingdom.
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|5.  | Remuneration and Benefits                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|5.1 |                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (h)                                                                                                                                                                                                                                                                                                                                                                                                    

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|5.2 | The Executive:                                                                               
|--- | ---------------------------------------------------------------------------------------------
|    |                                                                                              
|    | (a)                                                                                          
|    |                                                                                              
|    | (b)                                                                                          
|    |                                                                                              
|    | (c)                                                                                          
|    |                                                                                              
|    |                                                                                              
|    |                                                                                              
|    |                                                                                              
|    |                                                                                              
|    |                                                                                              
|    |                                                                                              
|    |                                                                                              
|    |                                                                                              
|    | (d)                                                                                          
|    |                                                                                              
|5.3 | Participation
       in any insurance scheme provided for the Executive under this agreement:
|    |                                                                                              
|    | (a)                                                                                          
|    |                                                                                              
|    | (b)                                                                                          
|    |                                                                                              
|    | (c)                                                                                          

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|5.4 | The Company shall
       not have any liability to pay any benefit to the Executive under any insurance
       scheme provided under this agreement unless it receives payment of the
       benefit from the insurer under the scheme.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.  | Expenses and Receipts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.1 | The Executive shall
       be reimbursed all reasonable hotel, travelling, entertainment and other
       expenses properly incurred by him in the course of the Employment in accordance
       with the Company's regulations from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.2 | Reimbursement of
       expenses incurred by the Executive will only be made on production of
       valid receipts for such expenses acceptable to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.3 | The Executive must
       not without the prior written authorisation of the Board directly or indirectly
       seek, receive or obtain, in respect of the performance of his duties or
       of any goods or services sold or purchased or other business transacted
       (whether or not by the Executive) by or on behalf of the Company or any
       Group Member, any personal benefits, discount, rebate, commission, bribe,
       kickback or other inducement ("Inducement") (whether in cash or in kind)
       which is not expressly authorised by the Company in advance. In the event
       that the Executive or any person on the Executive's behalf directly or
       indirectly receives any such Inducement, the Executive must immediately
       account to the Company for the amount so received.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.  | Pension                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.1 | The Executive is
       eligible for membership of the Scheme subject to its trust deed and rules
       from time to time in force. A copy of the Scheme documentation may be
       obtained from the HR Director. Subject to the allowable maximum (earnings
       cap) from time to time in force pursuant to Section 640A of the Income
       and Corporation Taxes Act 1988, the Company will make a monthly contribution
       to your pension of 12% of your annual basic salary.                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.2 | A contracting-out certificate is not in force in respect of the Executive's employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.  | Holidays                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.1 | The Executive shall
       in addition to normal statutory and bank holidays be entitled to 5 weeks'
       (25 working days') paid holiday during each year commencing on 25 December
       and pro rata for any shorter period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.2 | No holiday undertaken
       at the end of the holiday year may be carried forward and there shall
       be no entitlement to pay in respect of accrued but not taken holiday except
       under clause 8.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.3 | The times at which
       annual holidays may be taken are at the discretion of the Company, but
       not more than two weeks may be taken at any one time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.4 | On termination of
       the Employment the Executive shall be entitled to receive a payment representing
       holiday accrued and as yet untaken on a pro rata basis for the number
       of completed calendar months he has worked during the current holiday
       year. If the Executive has taken holidays in excess of his accrued entitlement
       he will be required to refund
       to the Company a sum representing such unearned holiday. Such sum shall
       be calculated
      at a rate of 1/260th of annual basic salary
      payable to the Executive pursuant to
      clause 5.1 from time to time per day of unearned holiday taken.                                                                                                                                                          

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|9.  | Sickness or Injury                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.1 | If, in the opinion of
        the Board, the Executive is unable to perform his duties properly for
        a period, or periods, not exceeding
      three months (whether or not any days not worked are normal working days)
        in aggregate in any period of twelve months (the "Aggregate Period")
        by reason of illness or injury then he shall be entitled during that
        time to
      receive his full salary and other benefits except that notwithstanding
        any other terms of this agreement the Executive shall not be entitled
        to receive
      bonus or any other performance related benefits. Thereafter any payment
        shall be subject to, and in accordance with, the terms of the PHI Scheme
      and clause 5.                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.2 | If the Executive is prevented by any of the
      factors mentioned in clause 9.1 from performing his duties properly he shall
      report this fact promptly to the Company's personnel department by telephone
      on the first morning of absence or as soon as reasonably practical thereafter.
      He must complete a self-certification sickness form on his return and deliver
      it to the personnel department. If the absence continues for five or more
      working days he shall provide an appropriate medical certificate from his
      doctor in the manner required by the rules of the Company. Thereafter the
      Executive shall submit a further appropriate medical certificate at weekly
      intervals during the whole period of absence.                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.3 | Payment of any remuneration to the Executive
      under clause 9.1 is conditional upon the prompt compliance by the Executive
      of his obligations under clauses 9.2 and 9.5 as well as with any other rules
      of the Company from time to time in force relating to sickness or injury.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.4 | Statutory sick pay ("SSP")
        will be paid by the Company in accordance with and subject to the Executive's
        compliance with
      the legislation in force at the time of absence. Any payment of remuneration
        under clause 9.1 for a day of absence will discharge its obligation to
        pay
      SSP for that day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.5 | At any time during the Employment the Company
      may require the Executive to be medically examined at the Company's expense
      by a medical practitioner nominated by the Company and the Executive agrees
      that a report of that examination may be provided to the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.6 | If, in the opinion of the Board, the Executive
      is or has been unable to perform his duties properly by reason of illness
      or injury for a period or periods exceeding six months or if the Board at
      any time has reason to believe that because of any such cause the Executive
      may be unable properly to perform his duties for a period or periods of
      six months or more (over any consecutive 12 month period including past
      periods of incapacity), the Company shall be entitled at any time to give
      to the Executive not less than twelve (12) months' notice of termination
      of the Employment less the aggregate of any periods during which he has
      been paid salary under clause 9.1 during the twelve months prior to the
      giving of such notice notwithstanding that the Executive is or may be entitled
      to benefit under the terms of the Company's permanent health insurance scheme.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.7 | If the Executive's absence is caused by the
      actionable negligence of a third party in respect of which damages are recoverable,
      then all sums paid by the Company shall constitute loans to the Executive,
      who shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | forthwith notify the Company of
      all the relevant circumstances and of any claim, compromise, settlement
      or judgment made or awarded as a result of such negligence;                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | if the Company so requires, refund
      to the Company such sum as the Company may determine, not exceeding the
      lesser of:                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.  | Outside
      Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | During the Employment
      (including without limitation during any period for which clause 2.6 is
      operated) the Executive shall not (save with the prior written consent of
      the Board):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | directly
        or indirectly be engaged, concerned or interested in any capacity in
        any business, trade or occupation
      other than that of the Company except as a holder of not more than five
        per cent. of the issued shares or securities of any companies which are
        listed or dealt in on any recognised stock exchange or market. For this
        purpose "occupation" shall include any public, private, or charitable
        work which the Board considers may hinder or interfere with the performance
        of
      the Executive's duties; or
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | introduce to any other person, firm
      or company other than any Group Member, or transact for the account of himself
      or any other person firm or company other than any Group Member, business
      of any kind with which the Company is able to deal.                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.  | Intellectual
      Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.1 | For the purposes of
      this clause, the following terms shall have the following meanings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | "Intellectual
      Property" means patents, rights in designs, trade
      marks and service marks (whether registered or unregistered) including
      any
      applications for any of the foregoing, inventions, discoveries, improvements,
      copyright, rights in the nature of copyright, resale rights, rental rights,
      lending rights, goodwill, database rights, rights in confidential information
      and know-how and all other intellectual or industrial property rights (whether
      registered or unregistered and including any applications for registration
      and pending registrations relating to any such rights) in any part of the
      world for the full term of such rights (including all reversions, revivals,
      extensions and renewals of such rights), including the right to sue for
      past infringements;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | "Originated" means
          originated, composed, written, invented, created, generated, discovered,
      designed, developed, or manufactured whether solely or with others.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.2 | The parties agree that
      the Executive has a special responsibility to further the interests of the
      Company and the Group Members through the Origination of Intellectual Property.
      Accordingly, the Executive acknowledges that during the Employment, any
      Intellectual Property Originated by the Executive will be considered to
      have been made by the Executive in the course of the Executive's duties.                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|11.3 | The Executive shall promptly disclose
      to the Company full details of all Intellectual Property Originated by the
      Executive at any time during the Employment (whether or not Originated during
      normal working hours and whether before or after the date of this agreement)
      that relates to, or is capable of being relevant to, the Company's or any
      of its Group Members' present or future business. The Executive shall also
      explain the nature and potential significance of such Intellectual Property
      in sufficient detail to enable the Company to assess whether and how best
      to protect it. Subject to the provisions of the Patents Act 1977, all such
      Intellectual Property shall vest in the Company absolutely to the fullest
      extent permitted by law.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.4 | To the fullest extent permitted
      by law the Executive waives (in favour of the Company and all persons acquiring
      rights in anything Originated by the Executive through the Company by assignment,
      licence or otherwise) irrevocably and unconditionally any moral rights in
      any part of the world (including any rights conferred by Section 77-85 of
      the Copyright Designs and Patents Act 1988) that the Executive has or may
      have in any of the Intellectual Property belonging to the Company pursuant
      to clause 11.3.                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.5 | The Executive agrees, at the Company's
      expense as to out-of-pocket expenses, to execute all documents and do all
      acts and things as may be required by the Company to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | Pending the completion of vesting
      (or confirmation of vesting) of Intellectual Property in the Company (or
      its nominee) as described above, the Executive shall hold all such Intellectual
      Property on trust for the Company. The Executive hereby irrevocably appoints
      the Company to be the Executive's attorney in the Executive's name to execute
      all documents and do all acts and things as may be necessary to grant to
      the Company the full benefit of this clause 11.                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.6 | The provisions of this clause 11
      will continue in force after the termination of this deed in respect of
      all Intellectual Property Originated by the Executive during the period
      of Employment with the Company and will be binding on the personal representatives
      of the Executive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12.  | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12.1 | The Executive
        acknowledges that during the Employment (and possibly also prior to its
        commencement) the
      Executive will have access to and be entrusted with information in respect
        of the technology, business and financing of the Company and that of
        its
      clients, customers, suppliers, agents and business associates and likewise
        in relation to Group Members that amounts to a trade secret, is confidential
        or is commercially sensitive (the "Confidential
      Information"). Confidential Information includes
      by way of example only:                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|     | (b)                                                                                                                                                                                                                                                                                      | details
       of current activities and current and future business strategies and tactics
    including (without limitation) those relating to services, management, advertising,
    sales and marketing;                                                                               
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                                                                                      | the research and development of new systems, products or services;                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|     | (d)                                                                                                                                                                                                                                                                                      | external
       consultants, contractors and suppliers and their services, designs, production
    and delivery capabilities;                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|     | (e)                                                                                                                                                                                                                                                                                      | clients and details of their particular requirements and businesses;                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|     | (f)                                                                                                                                                                                                                                                                                      | costings,
       profit margins, discounts, rebates, pricing, payment and credit policies
    and other financial information and procedures and systems for the foregoing
    whether of the Company or of any client, customer, supplier, agent or business
    associate of the Company.
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|12.2 | The Executive
       shall keep secret and shall not use or disclose to any person any of the
    Confidential Information other than for the proper performance of the Executive's
    duties or as directed by the Company.                                                           
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|12.3 | Without prejudice
      to clause 17, the restrictions contained in clause 13.2 shall also apply
    after termination of the Employment for whatever reason.                                                                                                                           
|     |                                                                                                                                                                                                                                                                                         
|12.4 | The restrictions
       contained in clauses 13.2 and 13.3shall not apply to any Confidential
    Information to the extent that the Executive can demonstrate was:                                                                                                                     
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                      | known to
       the Executive prior to the commencement of the Employment by the Company;
    or                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                      | is in the
       public domain other than as a result of a breach of clauses 13.2and 13.3or
    breach of an analogous provision by any person, including other employees
    of the Company; or                                                                                           
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                                                                                      | is required
    to be disclosed by any court or regulatory body of competent jurisdiction.                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|12.5 | All notes,
       memoranda, samples and other documents and materials (in whatever form)
    containing Confidential Information or otherwise relating to the business
    of the Company or any Group Member (whether created or acquired by the Executive
    or otherwise) shall be:
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                      | the property of the Company or the relevant Group Member; and                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                      | surrendered
       by the Executive to the Company or the relevant Group Member at the termination
    of the Employment or at the request of the Company or the relevant Group
       Member at any time during the course of the Employment.                                             
|     |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                            

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|12.6 | Nothing
       in this Agreement shall prevent the Executive following termination of
       the Employment from using information which becomes part of his professional
       skill and knowledge and which does not include any Confidential Information
    of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|13.  | Early Termination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|13.1 | Notwithstanding
       the provisions of clause 2, the Company shall be entitled to terminate
       the Employment summarily by written notice and without any payment in
       lieu
    of notice (but without prejudice to the rights and remedies of the Company
    for any breach of this agreement and to the Executive's continuing obligations
    under this agreement):                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14.  | Suspension                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14.1 | In the circumstances in clause 9.6,
       or if the Board has reason to suspect that any one or more of the events
       set out in clause 13.1 has occurred
or if the Board has reason to believe the Executive has acted or omitted to act
    in a manner which amounts to misconduct the Board may suspend the Executive
    on such terms as to payment of salary and other benefits or otherwise as
       the Board may think fit pending further investigations PROVIDED THAT in
       the event of any such suspension being made the Executive shall have the
       right to terminate his employment forthwith by notice in writing to the
       Company but without any claim for compensation.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|15.  | Grievance and Disciplinary
    Procedure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|15.1 | If the Executive has any grievance
    relating to the Employment he should raise the matter with the HR Director
    orally or in writing and the matter will be discussed with the Executive.
       If the matter is not then settled the Executive may submit his grievance
    to the Board which shall as soon as possible consider such grievance at a
    meeting of the Board and will give the Executive a written response as soon
    as practicable thereafter. The decision of the Board shall be final. This
    policy does not form part of the Executive's contract of employment save
       as required by law.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|15.2 | A copy of the disciplinary
       rules and procedures of the Company can be obtained from the HR Director.
    They do not form part of the Executive's contract of employment save as required
    by law.                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|16.  | Duties upon Termination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|16.1 | Upon termination of the
       Employment for whatever reason or after notice having been served at the
    request of the Company the Executive shall immediately:                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|17.  | Restrictions                                                                    
|---- | --------------------------------------------------------------------------------
|     |                                                                                 
|     | Definitions                                                                     
|     |                                                                                 
|17.1 | For the purposes of this clause the following words have the following meanings:
|     |                                                                                 
|     | (a)                                                                             
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     | (b)                                                                             
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 
|     |                                                                                 

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|     |                                                                                                                                                                                                                                         | iv                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | of whom or which
    during such period the Executive shall have acquired Confidential Information
    or trade secrets or material knowledge or material information in the course
    of the Employment; or
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                         | v                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | with whom or which
    during such period any employee who was under the direct or indirect supervision
    of the Executive had material dealings in the course of his employment                           
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                         | vi                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | during the period
    of 12 months immediately preceding the Termination Date.                                                                                                                               
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     | (c)                                                                                                                                                                                                                                     | "Restricted
       Business" means the business of the Group including but not limited to
       the development, production, use, manufacture, publication, marketing,
       distribution, sale or supply of electronic games, electronic simulation
       systems or similar or otherwise technology, know-how (including computer
       software), or services connected with compression and/or decompression
       of electronic images, or with electronic games, electronic simulation
       systems or similar but limited to the activities with which the Executive
       was concerned or involved in the course of his employment during the 12
       month period immediately prior to the Executive ceasing to be employed
       or for which the Executive has been responsible during such period;
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                         | "Restricted Person" means any
       person who is employed at the Termination Date or has at any time in the
       period of
    six months prior to the Termination Date been:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                         | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | employed by the
    Company; or                                                                                                                                                                              
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                         | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | engaged as a consultant
    to the Company;                                                                                                                                                                  
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                         | and in
       either case in a senior executive or a senior technical or senior advisory
       capacity in the Restricted Business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                         | and who was known to or worked with the Executive during that period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|17.2 | The Executive
       shall not either personally or by an agent and either on his own account
       or for or in association with any other person directly or indirectly
       for a period of 12 months after the Termination Date:
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                     | in competition
       with the Company, be employed or engaged or otherwise interested in any
       Restricted Business; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                     | in competition
       with the Company take up or hold any office in or with any business which
       is engaged or is intended to be engaged in the Restricted Business; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     | (c)                                                                                                                                                                                                                                     | in competition
       with the Company, in respect of Restricted Business, solicit business
       from or canvass or entice away or endeavour to solicit business from,
       or canvass or entice away any Counterparty or Prospective Counterparty;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     | (d)                                                                                                                                                                                                                                     | in competition
       with the Company, in respect of Restricted Business, have any business
       dealings with, any Counterparty or Prospective Counterparty;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|     | (e)                                                                                                                                                                                                                                     | interfere
       or take such steps as may be likely to interfere with the continuance
       of supplies to the Company in respect of the Restricted Business (or the
       terms relating to such supplies) from any Counterparty or Prospective
       Counterparty or seek to damage the relationship between any such person
       and the Company; or                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | solicit
       or induce or employ or endeavour to solicit or induce or employ any person
       who, on the Termination Date, was a Restricted Person to cease working
       for or providing services to the Company, whether or not any such person
       would thereby commit a breach of contract; or                                                                                                                                                                                                                                                                                                            
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | employ
       or otherwise engage in Restricted Business any person who, on the Termination
       Date was a Restricted Person or anyone who would have been employed or
       engaged in such a position had they not left the Company's employment
       or terminated any arrangement with the Company in the six months prior
       to the Termination Date.                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.3 | Nothing
       in this clause 17 shall prevent the Executive from being engaged in or
       by, or participating in, any business or entity to the extent that any
       of the Executive's activities for such business or entity shall relate
       solely to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | geographical
       locations in which the business or entity does not compete or seek to
       compete with the Relevant Business; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | matters
       of a type with which the Executive was not materially concerned in the
       12 months immediately preceding the Termination Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.4 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The provisions
       of clauses 17.1 to 17.3 inclusive shall apply equally where, during the
       period of six (6) months prior to the Termination Date, the Executive
       was engaged in or responsible for the business of any Group Member (each
       of which Group Member is hereinafter called "Relevant Company").                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | In addition
       to the covenants given by him in clauses 17.1 to 17.3 above the Executive
       hereby covenants with the Company (which for the purposes of this paragraph
       shall act as trustee for each Relevant Company) in relation to each of
       the clauses 17.1 to 17.3 inclusive as if every reference therein to the
       Company was a reference to the Relevant Company and the definitions of "Counterparty", "Prospective
       Counterparty", "Restricted Business" and "Restricted Person" in clause
       17.1 apply with the substitution of "the Relevant Company" for the Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.5 | Each of
       the restrictions aforesaid constitutes an entirely separate, severable
       and independent restriction on the Executive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.6 | While
       the restrictions aforesaid are considered by both parties to be reasonable
       in all circumstances it is recognised that restrictions of the nature
       in question may fail for reasons unforeseen and accordingly it is hereby
       declared and agreed that if any of such restrictions shall be adjudged
       to be void as going beyond what is reasonable in all the circumstances
       for the protection of the interests of the Company or any Group Member
       but would be valid if part of the wording thereof were deleted and/or
       the periods (if any) thereof reduced, the said restrictions shall apply
       with such modifications as may be necessary to make them valid and effective.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.7 | For the
       avoidance of doubt, it is agreed that nothing in this clause shall prevent
       the Executive holding, after the termination of his employment, not more
       than 5% of any class of issued shares or other securities which are listed
       or dealt in on any recognised stock exchange by way of bona fide investment
       only.                                                                                                                                                                                                                                                                                                                                                                                    

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|18.  | Data Protection                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|18.1 | The Executive
       agrees that personal data (other than sensitive personal data) relating
       to him and to his employment with the Company may to the extent that it
       is
    reasonably necessary in connection with his employment or the business of
    the Group in any jurisdiction:                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|18.2 | The
       Executive consents to the transfer and disclosure of personal data as
       set out above which shall apply regardless of the country to which the
    data is to be transferred whether within or outside the European Economic
    Area.                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|18.3 | The
       Executive consents to the monitoring by the Company of email communications
       received, created, stored, sent or forwarded by the Executive on equipment
       provided by the Company to the Executive for the performance of his duties.                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|19.  | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|19.1 | Any
       notice or other written communication given under or in connection with
       this agreement may be delivered personally or sent by first class post
    (airmail if overseas) or by facsimile.                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|19.2 | The
       address for service of the Company shall be its registered office and
       in the case of the Executive shall be his address stated in this agreement
    or if any other permanent address has previously been notified to the Company
    to the address so notified.                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|19.3 | Any notice or other written communication shall be deemed to have been served:                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|19.4 | In
       proving service it shall be sufficient to prove that personal delivery
       was made, or that such notice or other written communication was properly
    addressed stamped and posted or in the case of a facsimile message that an
    activity or other report from the sender's facsimile machine can be produced
    in respect of the notice or other written communication showing the recipient's
    facsimile number and the number of pages transmitted.

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|20.                                                                   | Deductions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|20.1                                                                  | For the
      purposes of the Employment Rights Act 1996 the Executive consents to the
      deduction
    from any sum otherwise payable to the Executive by reason of the Employment
    (or its termination) the value of any claim of whatever nature and in whatever
      capacity that the Company may have against the Executive, including but
    not limited to:                                                                                                                                                                         
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.                                                                   | Third Party Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.1                                                                  | Unless
       expressly provided in this agreement, no term of this agreement is enforceable
       pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person
       who
    is not a party to it.                                                                                                                                                                                                                                                                                                                                 
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|22.                                                                   | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|22.1                                                                  | Save
       as expressly provided in this agreement no term or provision of this agreement
       shall be varied or modified by any prior or subsequent statement, conduct
       or
    act of any party. The Company and the Executive may amend this agreement
       only by letter or written instrument signed by both the Company and the
       Executive.                                                                                                                                                                                 
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|22.2                                                                  | The headings
       to the clauses and any underlining in this agreement and in any schedule
    are for ease of reference only and shall not form any part of this agreement
       for the purposes of construction.                                                                                                                                                                                                                                                                                                                              
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|22.3                                                                  | This
       agreement sets out the entire agreement and understanding between the
       Company and the Executive and between any Group Member and the Executive
       and supersedes all prior agreements, understandings or arrangements whether
       oral or written or implied in connection with the Employment save only
       for any terms implied by law. The Executive acknowledges and warrants
       that he is not entering into this agreement in reliance on any representation
       not expressly set out in this agreement.
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|22.4                                                                  | There
       are no collective agreements which directly affect the terms and conditions
    of the Employment.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|22.5                                                                  | If at
       any time any term or provision in this agreement shall be held to be illegal,
       invalid or unenforceable, in whole or in part, under any rule of law or
    enactment, such term or provision or part shall to that extent be deemed
       not to form part of this agreement, but the enforceability of the remainder
       of this agreement shall not be affected.                                                                                                                                                           
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|23.                                                                   | Law and Jurisdiction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|23.1                                                                  | This
       agreement shall be governed by and construed in accordance with English
       law and each party to this agreement submits to the non-exclusive jurisdiction
    of the English courts.                                                                                                                                                                                                                                                                                                                                                
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|23.2                                                                  | The Executive
       irrevocably agrees that the courts and tribunals of England shall have
       jurisdiction to settle any dispute which may arise out of or in connection
       with this agreement and that accordingly any suit, action or proceedings
       arising out of this agreement (together in this clause referred to as "Proceedings")
       may be brought in such courts and tribunals.                                                                                                                                       
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|This agreement has been entered into on the date first written above.

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|EXECUTED as a deed                                                                                                                 | ) | Director     
|---------------------------------------------------------------------------------------------------------------------------------- | - | -------------
|by the Company                                                                                                                     | ) |              
|                                                                                                                                   | ) | Secretary    
|in the presence of:                                                                                                                | ) |              
|                                                                                                                                   |   |              
|                                                                                                                                   |   |              
|                                                                                                                                   |   |              
|                                                                                                                                   |   |              
|EXECUTED as a deed by                                                                                                              | ) |              
|the Executive of                                                                                                                   | ) | Jonathan Kemp
|                                                                                                                                   | ) |              
|in the presence of:                                                                                                                | ) |              
|                                                                                                                                   |   |              
|Witness name ...............................................................................................................      
|                                                                                                                                   |   |              
|Occupation .....................................................................................................................  
|                                                                                                                                   |   |              
|Signature ........................................................................................................................

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