**Exhibit 4(11)**

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DATED                                                   2001

 

**S E R V I C E        A G R E E M E N T**

 

**(1)**      **EIDOS PLC**

**(2)**      **MICHAEL PATRICK McGARVEY**

 

MANCHESAldwych House81 AldwychLondon WC2B 4RPTel: 0171 404 4433 Fax: 0171 430 1133

  REF: JEA/RGY/206364

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|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |
|----------------------------------------------------------|-------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **THIS AGREEMENT**is made    on the 30th day of May 2001 |
|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |
| BETWEEN                                                  |
|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |
| (1)                                                      | **EIDOS PLC**("the Company")    of Wimbledon Bridge House, 1 Hartfield Road, London SW19 3RU; and |
|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |
| (2)                                                      | **MICHAEL PATRICK McGARVEY**("the    Executive") of 38 Roehampton Gate, London SW15 5JS           |
|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |
| 1.                                                       | Interpretation                                                                                              |                                                                                                                                                                                                   |
|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |
|                                                     | (a)                                                                                                         | In this Agreement the following words and    expressions shall have the following meanings:                                                                                                            |
|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |
|                                                     |                                                                                                        | "Associated Company"                                                                                                                                                                         | a company        which is from time to a subsidiary or a holding company of the Company        or a subsidiary (other than the Company) of a holding company of the    Company;                              |
|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |
|                                                     |                                                                                                        | "the Board"                                                                                                                                                                                  | the Board of Directors        from time to time of the Company including any committee of the Board    duly appointed by it;                                                                                 |
|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |
|                                                     |                                                                                                        | "Control"                                                                                                                                                                                    | holding or aggregate        holding or aggregate holdings (which includes the aggregate holdings        of persons acting in concert) of shares carrying 50% or more of the voting    rights of the Company; |
|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |
|                                                     |                                                                                                        | "subsidiary" and  "holding    company"                                                                                                                                        | the meanings    respectively ascribed thereto by Section 736 of the Companies    Act 1985.                                                                                                                   |
|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |
|                                                     | (b)                                                                                                         | References in this Agreement to statutes        shall include any statute modifying, re-enacting, extending or made pursuant    to the same or which is modified, re-enacted, or extended by the same. |
|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |
|                                                     | (c)                                                                                                         | Headings are for ease of reference only and    shall not be taken into account in the construction of this Agreement.                                                                                  |
|                                                     |                                                                                                        |                                                                                                                                                                                                   |                                                                                                                                                                                                         |

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|     |                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                 |   |
|----------|---------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| 2.  | Appointment                                                                                                               |                                                                                                                                                                                                                                                                                                                                                 |
|     |                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                 |   |
|     | The Company hereby appoints the Executive    and the Executive agrees to serve as Chief Executive Officer of the Company. |
|     |                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                 |   |
| 3.       | Term                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                 |
|     |                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                 |   |
|     | (a)                                                                                                                       | The Executive's appointment hereunder        commenced on 1st November 2000 and, subject to the other Clauses regarding        termination contained in this Agreement, shall continue until terminated        by either party giving to the other not less than twelve months' prior    written notice.                                             |
|     |                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                 |   |
|     | (b)                                                                                                                       | The Executive's continuous period of employment    shall be deemed to have commenced on 1st March 1994.                                                                                                                                                                                                                                              |
|     |                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                 |   |
|     | (c)                                                                                                                       | The Company shall be entitled at its        absolute discretion to terminate the Executive's employment on no notice        or less than full notice and to pay basic salary due under Clause 7(a)        hereof and procure the exercise of discretions under the Scheme in accordance    with Clause 12(b) hereof in lieu of any period of notice. |
|     |                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                 |   |
|     | (d)                                                                                                                       | During any period of notice, the Company        may, at its absolute discretion and for a maximum period of six months,        require the Executive either to remain away from work on paid leave,        or provide the Executive with alternative work of a broadly similar nature    to the work he normally performs.                           |
|     |                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                 |   |

| 4.     | Powers, Duties and      Working Hours |
|--------|---------------------------------------|
|   |                                  |   |   |
|   | (a)                                   | During the continuance of his employment,    the Executive shall: |
|   |                                  |   |   |
|   |                                  | (i) | unless prevented by ill health or other unavoidable        cause, devote the whole of his working time and attention and abilities    to his duties; |
|   |                                  |   |   |
|   |                                  | (ii) | well and faithfully serve the Company        and its Associated Companies to the best of his ability and carry out        his duties in a proper and efficient manner and use his best endeavours        to promote and maintain the interests and reputation of the Company and    its Associated Companies; |
|   |                                  |   |   |
|   |                                  | (iii) | exercise such powers and perform such duties        in relation to the business of the Company (and/or of its Associated        Companies) as may from time to time be vested in or assigned to him by        the Board. Such powers and duties may exceptionally fall outside the    normal ambit of the Executive's |
|   |                                  |   |   |

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|   |                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                   |   | position but will not be duties inappropriate    to the Executive's status;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                   | (iv)   | comply with all reasonable requests        and directions from time to time given to him by the Board and comply        with all rules and regulations from time to time laid down by the Company        concerning its employees which are consistent with this Agreement, including        the Company's Code of Conduct on share dealing in force from time to    time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                   | (v)    | work at the Company's offices at Wimbledon        Bridge House, 1 Hartfield Road, London, SW19 3RU or at such other location        in the United Kingdom as the Company shall reasonably require from time    to time, whether on a permanent or temporary basis; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                   | (vi)   | travel to such places (whether within        or outside the United Kingdom) in such manner and on such occasions as    the Company may from time to time reasonably require.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (b)                                                                                                                                                                                                                                                                                                                                                    | (i)    | The Executive's normal working hours shall        be such hours as are appropriate to his position together with such additional        hours as may be necessary for the proper performance of the Executive's        duties. No payment will be made for any additional hours worked by the    Executive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                   | (ii)   | The Executive recognises that on account        of his autonomous decision taking powers, the duration of his working        time is not measured or predetermined and he therefore falls within the        exemption set out in Regulation 20 of the Working Time Regulations 1998        ("the Regulations") and is thereby excluded from such Regulations        as are referred to in Regulation 20. Notwithstanding the understanding        of the parties that the Executive is an employee in respect of whom the        said Regulation 20 applies, the Executive agrees that if that understanding        is incorrect, he hereby opts out of the 48-hour weekly limit in Regulation        4, and that if he wishes to withdraw from that opt out, he will give        three months' notice in writing to thateffect. |
|   |                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 5.     | Reporting                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | The Executive shall report to        the Board (or such person as the Board may from time to time nominate)        and shall at all times keep the Board (or such person) fully informed        of his activities and shall promptly provide such information and explanations    as may be requested from time to time by the Board (or such person). |
|   |                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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|----------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 6.      | Associated    Companies                                                                                                                                                                                                                                                                                                                                                              |
|                             |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                             | The Executive shall hold such        offices of the Company and of any Associated Company for such periods        as the Company may require but such offices shall not release the Company    from its obligations under this Agreement.                                                                                                                                            |
|                             |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 7.                          | Remuneration                                                                                                                                                                                                                                                                                                                                                                         |
|                             |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                             | (a)                                                                                                                                                                                                                                                                                                                                                                                  | The Company will pay the Executive salary        at the rate of £332,400 per annum and it is agreed that his salary        shall increase to £412,400 per annum with effect from 1st April        2002. His salary will be paid in equal monthly instalments at the end        of each month. Such salary shall accrue on a daily basis and is inclusive        of any fee to which the Executive may be entitled as a member of the        Board or representative of the Company and any Associated Company, howsoever    arising. The Board will review the Executive's salary from time to time. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                             | (b)                                                                                                                                                                                                                                                                                                                                                                                  | Subject always to the discretion of the        Board and to the rules of the Plan from time to time in force, the Executive        shall be entitled to participate in the Company's Long Term Incentive    Plan.                                                                                                                                                                                                                                                                                                                                                                                                |
|                             |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                             | (c)                                                                                                                                                                                                                                                                                                                                                                                  | Subject always to the absolute discretion        of the Board, the Executive may be entitled to receive an annual profit        related bonus. The payment of such bonus is conditional upon the Executive        remaining employed by the Company and not having given or received notice        of termination on or before the date upon which the bonus is due to be    paid.                                                                                                                                                                                                                               |
|                             |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                             | (d)                                                                                                                                                                                                                                                                                                                                                                                  | The Company shall be entitled to deduct        from the Executive's remuneration all sums from time to time owing from    the Executive to the Company or any Associated Company, howsoever arising.                                                                                                                                                                                                                                                                                                                                                                                                             |
|                             |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 8.      | Expenses                                                                                                                                                                                                                                                                                                                                                                             |
|                             |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                             | The Company shall reimburse to        the Executive all reasonable travelling, hotel, entertainment and other        out-of-pocket expenses reasonably incurred by him in the proper performance        of his duties, subject to his compliance with the Company's then current        guidelines relating to expenses and to production, if required, of receipts    and vouchers. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 9.                | Company    Car                                                                                                                                                                                                                                                                                                                                                                       |
|                             |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                             | (a)                                                                                                                                                                                                                                                                                                                                                                                  | The Company may, at the discretion of        the Board, provide the Executive with a motor car. If so provided, the        Company shall bear the cost of insuring, testing, taxing, repairing and    maintaining it and shall                                                                                                                                                                                                                                                                                                                                                                                   |
|                             |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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|            |                                                                                                                                                                                                                                                                                          | reimburse the Executive for the cost of fuel        properly incurred during business mileage. The Company shall also reimburse        the Executive for fuel consumed by the vehicle in relation to private        mileage in the United Kingdom. The Executive shall take good care of        the vehicle and procure that the provisions and conditions of any policy        of insurance relating thereto are observed in all respects and shall    comply with all regulations of the Company relating to Company cars. |
|            |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            | (b)                                                                                                                                                                                                                                                                                           | Alternatively, the Company may, at the        discretion of the Board, pay the Executive a car allowance. If payable,        the car allowance will be paid monthly (less statutory deductions) together    with the Executive's salary.                                                                                                                                                                                                                                                                                     |
|            |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.   | Pension                                                                                                                                                                                                                                                                                       |
|            |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            | (a)                                                                                                                                                                                                                                                                                           | The Executive will be entitled to participate        in the Group Private Pension Plan ("the Pension Plan"). The        Company and the Executive shall contribute to the Pension Plan at such    rate as is set by the Board from time to time.                                                                                                                                                                                                                                                                   |
|            |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            | (b)                                                                                                                                                                                                                                                                                           | No        contracting-out certificate is in force in respect of the employment    under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                      |
|            |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 11.   | Insurance    Benefits                                                                                                                                                                                                                                                                         |
|            |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            | Subject always to the rules of        each scheme from time to time in force and to the Executive's health        not being such as to prevent the Company from being able to obtain cover        on reasonable terms, the Company will provide the Executive with the    following benefits: |
|            |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            | (a)                                                                                                                                                                                                                                                                                           | private medical insurance for the benefit        of the Executive and his spouse and unmarried dependant children under        the age of 18. The scale of cover and any applicable exclusions will    be notified to the Executive from time to time;                                                                                                                                                                                                                                                                       |
|            |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            | (b)                                                                                                                                                                                                                                                                                           | life assurance    cover based on 4 times the Executive's annual salary;                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|            |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            | (c)                                                                                                                                                                                                                                                                                           | permanent health insurance. The provision        of permanent health insurance is without prejudice to the Company's right        to terminate the Executive's employment pursuant to Clause 19(a) of this    Agreement; and                                                                                                                                                                                                                                                                                                 |
|            |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            | (d)                                                                                                                                                                                                                                                                                           | critical illness insurance. The provision        of critical illness insurance shall be without prejudice to the Company's        right to terminate the Executive's employment in accordance with Clause    19(a) of this Agreement.                                                                                                                                                                                                                                                                                        |
|            |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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|                  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----------------------|------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 12.    | Share    Options |
|                  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                  | (a)              | Subject to the discretion of the Board        and to the rules of the Scheme from time to time in force, the Executive        will be entitled to participate in the Employee Share Option Scheme ("the    Scheme") of the Company.                                                                                                                                                                                                                                                                                      |
|                  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                  | (b)              | Subject always to the rules of the Scheme        from time to time, if the Company unlawfully terminates your employment        (including circumstances in which you are constructively dismissed) the        Company shall forthwith upon termination procure that such discretions        are exercised in your favour under the Scheme to allow you to exercise        any share options granted to you under the Scheme which would have become    exercisable during the period of notice required under Clause 3(a) hereof. |
|                  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 13.              | Holidays         |
|                  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                  | (a)              | In addition to bank and other public        holidays, the Executive shall be entitled in every calendar year to 30        working days' holiday. All holiday dates in excess of four consecutive        working days must have the prior agreement of the Board. If in any calendar        year the Executive is not employed for the complete year, his holiday        entitlement will be calculated pro rata based on the completed months    of service for the period of the year during which he had been employed.          |
|                  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                  | (b)              | Holiday        entitlement not taken by the end of the calendar year cannot be carried    forward into the next calendar year.                                                                                                                                                                                                                                                                                                                                                                                                     |
|                  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                  | (c)              | On the termination of employment, the        Executive shall be entitled to pay in lieu of any accrued and outstanding        holiday entitlement in respect of that calendar year or shall be required        to repay to the Company pay for holiday taken in excess of his actual    entitlement.                                                                                                                                                                                                                               |
|                  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 14.                   | Incapacity       |
|                  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                  | (a)              | If the Executive is absent from work        due to illness or accident, he shall notify the Company Secretary's office        as soon as possible and if this incapacity continues for five or more        consecutive days he shall submit a doctor's certificate to the Company        on the sixth day and weekly thereafter. Immediately following his return,        the Executive shall complete a Self-Certification Form detailing the    reason for his absence.                                                          |
|                  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                  | (b)              | Without prejudice to the right to terminate        this Agreement pursuant to Clause 19(a), if the Executive is absent from        work due to illness or accident duly notified and certified in accordance        with Clause 14(a), (subject always to the rules on Statutory Sick Pay),        any further payments will be at the sole discretion of the Board (or    such person as                                                                                                                                          |
|                  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

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|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       |
|--------|-----------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                        | it may nominate from time to time), although        the Executive will usually receive his normal salary for the first 12    weeks of absence in any year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       |
|   | (c)                         | The Company may at its expense at any        time require the Executive to submit to such medical examinations and        tests by doctor(s) nominated by the Company and the Executive hereby        authorises such doctor(s) to disclose to and discuss with the Company    and its medical adviser(s) the results of such examinations and tests.                                                                                                                                                                                                                                                                                                  |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       |
| 15.    | Inventions and Improvements |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       |
|   | (a)                         | The Executive agrees that he has a special        obligation to further the interests of the Company and its Associated        Companies with respect to any Inventions (as defined in paragraph (h)        below) created or discovered by him in the course of his employment with    the Company.                                                                                                                                                                                                                                                                                                                                                   |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       |
|   | (b)                         | If the Executive creates        or discovers or participates in the creation or discovery of any Inventions        during his employment with the Company, the Executive shall promptly        give to the Board details in writing of such Inventions and if such Inventions        relate to or are capable of being used in the business for the time being        carried on by the Company or any Associated Company, such Inventions        shall be the absolute property of the Company and the Executive shall        forthwith and from time to time both during his employment and thereafter    at the request and expense of the Company: |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       |
|   |                        | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | give and supply all such information, data,        drawings and assistance as may be necessary to enable the Company (or    any Associated Company) to exploit such Inventions to the best advantage;                                                                                                                                                      |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       |
|   |                        | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | execute all documents and do all things        which may be necessary or desirable for obtaining copyright, patent or        other protection for the Inventions in such parts of the world as may        be specified by the Company or any Associated Company and for vesting    the Inventions and such protections in the Company or as it may direct; |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       |
|   |                        | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | do        nothing to harm or interfere with such Inventions or the media in which    they are expressed; and                                                                                                                                                                                                                                               |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       |
|   |                        | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | not directly or indirectly publish except        with the Company's prior written consent (and in any case at all times        complying with the Executive's obligations under Clause 17) any information    relating to any such Inventions as aforesaid and                                                                                             |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | on leaving employment, the Executive will        promptly hand over to the Company all drawings, copy drawings, tables,        notes, correspondence and other written printed or photographed matter        in the Executive's possession or matter stored on disk or otherwise in        the Executive's power or control relating to such Inventions and shall    not retain any such documentation writing or disks. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (c)    | The Executive irrevocably        appoints the Company, in his name and on his behalf, to sign, execute        or do any such instrument or thing and generally to use his name for        the purpose of giving to the Company (or its nominee) the full benefit        of the provisions of this Clause and in favour of any third party a certificate        in writing signed by any director or Company Secretary of the Company        that any instrument or act falls within the authority conferred by this    Clause shall be conclusive evidence that such is the case.                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (d)    | If during the term of this Agreement        but outside the performance of his duties hereunder, the Executive creates        or discovers or participates in the creation or discovery of any Inventions        which do not relate to the performance of the Executive's duties and        responsibilities hereunder, or to the business for the time being carried        on by the Company or any Associated Company, the Company shall, subject        only to the provisions of the Patents Act 1977 (if applicable), have        the right to acquire for itself or its nominee the Executive's rights        in the Inventions within six months after disclosure pursuant to Clause        15(b) on fair and reasonable terms to be agreed or settled by a single    competent arbitrator as appointed by the Company. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (e)    | The Executive waives all of his Moral        Rights in respect of any acts of the Company or any acts of third parties        done with the Company's authority in relation to the Inventions which    are the property of the Company by virtue of this Clause 15.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (f)    | Obligations and rights under        this Clause shall continue in force after termination of this Agreement        in respect of Inventions made or discovered during the Executive's employment    under this Agreement and shall be binding upon his representatives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (g)    | Sums received by way of remuneration        by the Executive shall be deemed to include any equitable remuneration        to which the Executive might otherwise be entitled in respect of any        of the foregoing provisions of this Clause or any matter referred to    therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (h)    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | In this Clause "Inventions" includes        copyrights, letters patent, trade marks, service marks, designs, utility    models, design                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                          | rights, applications for registration or        any of the foregoing and the right to apply for them in any part of the        world, rental or lending rights, inventions, improvements to procedures,        confidential information, know-how, and rights of like nature arising        or subsisting anywhere in the world, in relation to all of the foregoing,    whether registered or unregistered. |
|-----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                          | In this Clause, "Moral        Rights" means Moral Rights as defined in United Kingdom legislation        from time to time and include any rights of paternity, authorship or        integrity, or to object to any distortion, mutilation or other modification    of, or derogatory treatment in relation to any matter.                                                                         |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| 16.   | Restrictions    during Employment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|            | The Executive shall not during        the continuance of his employment hereunder, without the prior consent        in writing of the Board (which will not be unreasonably withheld), either        alone or jointly with or on behalf of others and whether directly or        indirectly and whether as principal, partner, agent, shareholder, director,        employee or otherwise howsoever engage in, carry on or be interested        or concerned in any business but this does not preclude him from holding        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. |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| 17.        | Secrecy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | In addition and without prejudice        to the Executive's common law obligations to keep information secret,        the Executive shall not (except for the purpose of performing his duties        or unless ordered to do so by a Court) during his employment or after        its termination, disclose or communicate and shall use his best endeavours    to prevent the improper use, disclosure or communication of: |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (i)                                                                                                                                                                                                                                                                                                                                                                                                                           | any information of a confidential        nature (whether regarding the business, accounts, finances, trading,    software, know­how, suppliers or otherwise howsoever) of:                                                                                                                                                                                                                              |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                          | (aa)                                                                                                                                                                                                                                                                                                                                                                                                         | the    Company or any Associated Company; or |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                          | (bb)                                                                                                                                                                                                                                                                                                                                                                                                         | any client, or prospective client, of the    Company or any Associated Company; or |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                         |   |

----

|   |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                          |
|--------|----------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------|
|   |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (cc)                                                                                                                                                                                                                                                                                                                                                                                     | any person or entity which shall have        disclosed information to any member of the Company or any Associated    Company; |
|   |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                          |
|   |                             | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any confidential report or research        undertaken by or for the Company or any Associated Company during the    course of his employment;                                                                                                                                                                                                                                            |
|   |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                          |
|   |                             | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any information designated as        confidential by the Company or any Associated Company or which to his        knowledge has been supplied to the Company or any Associated Company    subject to an obligation of confidentiality.                                                                                                                                                   |
|   |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                          |
|   | (b)                              | The restrictions contained in this Clause        shall cease to apply with respect to any information, confidential report        or research which comes into the public domain otherwise than through    an unauthorised disclosure by the Executive or a third party.                                                                                                                                                                                                                                                                                                                                                      |
|   |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                          |
|   | (c)                              | In this Clause "information" and "confidential        report or research" refer to information and confidential reports        and research which come to the knowledge of the Executive during the    course of his employment.                                                                                                                                                                                                                                                                                                                                                                          |
|   |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                          |
| 18.    | Restrictions    After Employment |
|   |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                          |
|   | (a)                              | The Executive acknowledges        that he is likely to obtain in the course of his employment with the        Company and any Associated Company, knowledge of trade secrets, know-how,        techniques, methods, lists, computer programs and software and other        confidential information relating to the Company and its Associated Companies        and their employees and clients, and in order to safeguard the goodwill        of the Company and its Associated Companies in connection with its clients,        suppliers and employees the Executive agrees to the restrictions set    out in this Clause. |
|   |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                          |
|   | (b)                              | The Executive hereby undertakes        with the Company that (except with the prior written consent of the Board)        during his employment and for a period of twelve months after its termination,        whether by himself, his employees or agents or otherwise howsoever and        whether on his own behalf or for any other person, firm or company, he    will not:­                                                                                                                                                                                                                                        |
|   |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                          |
|   |                             | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | entice solicit or endeavour to        entice or solicit away from the Company or any Associated Company any        officer, employee or consultant to the Company or any Associated Company        with whom the Executive had material dealings during the course of his        employment and who had access to confidential information belonging to    the Company or any Associated |
|   |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                          |

----

|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |   | Company (provided that this Clause        shall not prevent the Executive from employing general administrative    staff of the Company or any Associated Company);                                                                                                                                                                                                                                                                                                                                                             |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | (ii)   | employ or engage in business        with any officer, employee or consultant to the Company or any Associated        Company with whom the Executive had material dealings during the course        of his employment and who had access to confidential information belonging        to the Company or any Associated Company (provided that this Clause shall        not prevent the Executive from employing general administrative staff    of the Company or any Associated Company);                                      |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | (iii)  | interfere or seek to interfere        with the supply to the Company or any Associated Company of any services        by any supplier who during the period of twelve months immediately preceding        such termination shall have supplied services to the Company or any Associated        Company and with whom the Executive has had business dealings, nor will        he interfere or seek to interfere with the terms on which such supply    during such period as aforesaid has been made;                          |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | (iv)   | entice, solicit or endeavour        to entice or solicit away from the Company or any Associated Company        the business of any person, firm or company who during the period of        twelve months preceding the date of such termination (or, if shorter,        the period of the Executive's employment with the Company) was a client        of the Company or any Associated Company with whom the Executive had    contact as an employee of the Company.                                                          |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |   | For the purposes of this sub-clause "client" shall        include any third party with whom the Company or any Associated Company        was (during the said period) in negotiation in respect of the provision        of services or to whom the Company or any Associated Company had (during    the said period) made or been requested to make an offer to provide services;                                                                                                                                     |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | (v)    | accept custom or engage in        business with any person, firm or company who, during the period of 12        months preceding the date of such termination (or, if shorter, the period        of the Executive's employment with the Company) was a client of the Company        or any Associated Company with whom the Executive had contact as an employee        of the Company. This restriction only applies in respect of the provision    to the said clients of goods or services the same or substantially similar |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

----

|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                              |   |
|--------|-----------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | to those provided to the clients    by the Company or any Associated Company; or                                                                                                                                                                                                                                                                                  |
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                              |   |
|   |                  | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | carry on or be concerned in or connected        with any business or concern which, as at the date of termination, is        similar to or which competes with any business carried on by the Company        or any Associated Company with which the Executive was materially involved    in the period of 12 months prior to the termination of his employment. |
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (c)                   | The period of the restrictions        set out in sub-clause (b) above shall be reduced by any period during        which the Company requires the Executive to remain at home pursuant to    clause 3(d) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (d)                   | Each        of the restrictions aforesaid constitutes an entirely separate, severable    and independent restriction on the Executive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (e)                   | 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 but would be valid if part of the wording        thereof were deleted and/or the periods (if any) thereof reduced and/or        the area dealt with thereby reduced in scope the said restrictions shall        apply with such modifications as may be necessary to make them valid    and effective. |
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                              |   |
| 19.    | Termination           |
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (a)    | If    the Executive:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                              |   |
|   |                  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | is adjudged bankrupt or enters        into any composition or arrangement with or for the benefit of his creditors    including a voluntary arrangement under the Insolvency Act 1986; or                                                                                                                                                                         |
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                              |   |
|   |                  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | commits any act of dishonesty        whether relating to the Company, any Associated Company, an employee    or otherwise; or                                                                                                                                                                                                                                     |
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                              |   |
|   |                  | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | is guilty of any misconduct or        commits any serious or persistent breach of any of his obligations to        the Company or any Associated Company (whether under this Agreement or        otherwise) or refuses or neglects to comply with any lawful orders or    directions; or                                                                          |
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                              |   |

----

|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                    |   |
|--------|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |      | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                     | is guilty of any conduct        tending in the reasonable opinion of the Board to bring himself, the    Company or any Associated Company into disrepute; or                                                                                                                                                                                                            |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |      | (v)                                                                                                                                                                                                                                                                                                                                                                                                                      | (notwithstanding the provision        of Critical Illness Insurance and/or Permanent Health Insurance as set        out above), is or becomes incapacitated from any cause whatsoever from        efficiently performing his duties under the Agreement for more than 13        consecutive weeks or for an aggregate of 100 days in any period of twelve    months; or |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |      | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                     | shall be or become of unsound        mind or be or become a patient for any purpose of any statute relating    to mental health; or                                                                                                                                                                                                                                     |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |      | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                    | shall        fail, in the reasonable opinion of the Board, to perform his duties competently;    or                                                                                                                                                                                                                                                                     |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |      | (viii)                                                                                                                                                                                                                                                                                                                                                                                                                   | shall    be or become prohibited by law from being a Director;                                                                                                                                                                                                                                                                                                          |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |      | then the Company shall be entitled        by notice in writing to the Executive to terminate his employment under        this Agreement forthwith. The provisions of this Clause are without prejudice        to any rights which the Company may have at common law to terminate the        employment of the Executive on the grounds of the breach by the Executive    of his obligations as an employee.             |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | (b)  | The    Agreement shall automatically terminate on the Executive's 65th birthday.                                                                                                                                                                                                                                                                                                                                         |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | (c)       | Upon the termination of the        Executive's employment for whatever reason, the Executive shall immediately        tender his resignation from all offices (including directorships) he        holds in the Company and in any Associated Company without prejudice        to any other rights accruing to either party hereto and without claim    for compensation.                                                 |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | (d)       | After the termination of        the Executive's employment under this Agreement he shall not at any time        thereafter represent himself as being in any way connected with or interested        in the business of or employed by the Company or any Associated Company,        or use for trade or other purposes the name of the Company or any Associated    Company or any name capable of confusion therewith. |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | (e)       | The        termination of the Executive's employment under this Agreement for whatever    reason shall not affect those terms of this Agreement                                                                                                                                                                                                                                                                          |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                    |   |

----

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                               |   |
|-----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | which are expressed to have effect        thereafter and shall be without prejudice to any accrued rights or remedies    of the parties.                                                                                           |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                               |   |
| 20.             | Return of Company Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                               |   |
|            | Unless otherwise agreed in writing        with the Company, the Executive shall promptly whenever requested by        the Company or any Associated Company and in any event upon the termination        of his employment (however and whenever such termination occurs), deliver        to the Company (or as otherwise directed by the Company) all motor cars,        credit cards, keys and passes, equipment, lists of clients and customers,        address lists, address books, computer discs and software, correspondence,        documents, books, papers, files, records and reports and other property        or material of or relating to the business of the Company and any Associated        Company or their clients which may have come into his possession, custody        or control in the course of or in consequence of his employment (and        whether or not belonging to the Company or any Associated Company) and        the Executive shall not be entitled to and shall not retain any copies    thereof. |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                               |   |
| 21.   | Grievance    and Disciplinary Procedure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                               |   |
|            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | If the Executive wishes to        seek redress of any grievance relating to his employment (other than        one relating to a disciplinary decision) he should refer such grievance    to the Board.                             |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                               |   |
|            | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The        Company's disciplinary procedures from time to time in force shall apply    to the Executive.                                                                                                                           |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                               |   |
| 22.             | Change of Control                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                               |   |
|            | At any time within six months        following a change in Control of the Company (save in circumstances in        which the Executive gains Control or is part of a group of persons who        acting in concert gain Control of the Company) the Executive shall be        entitled to serve one month's written notice to terminate his employment        and to receive a payment of £350,000. It is recognised that this        payment represents pre-agreed liquidated damages and reflects a genuine        pre-estimate of the loss that would otherwise be suffered by the Executive,        and that the Executive is not required to mitigate his loss in relation    to these pre-agreed liquidated damages.                                                                                                                                                                                                                                                                                                              |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                               |   |
| 23.        | General                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                               |   |
|            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | No failure or delay by the        Company in exercising any right, power or privilege under this Agreement        shall operate as a waiver thereof nor shall any single or partial exercise    by the Company of any right, power |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                               |   |

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|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                     | or privilege preclude any further    exercise thereof or the exercise of any other right, power or privilege.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|            | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Executive hereby irrevocably        and by way of security appoints the Company and each Associated Company        now or in the future existing to be his attorney in his name and on his        behalf and as his act and deed to sign, execute and do all acts, things        and documents which he is obliged to execute and do under the provisions        of this Agreement (and in particular, but without limitation, Clause        15(c)) and the Executive hereby agrees forthwith on the request of the        Company or any Associated Company to ratify and confirm all such acts,    things and documents signed, executed or done in pursuance of this power. |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| 24.   | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Any notice or other communication        given or made under this Agreement shall be in writing and may be delivered        to the relevant party or sent by first class prepaid letter or facsimile        to the address of that party specified in this Agreement or to that party's        facsimile number thereat or such other address or number as may be notified        by that party from time to time for this purpose, and shall be effectual    notwithstanding any change of address or number not so notified.                                                                                                                                                     |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|            | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Unless the contrary shall        be proved, each such notice or communication shall be deemed to have        been given or made and delivered, if by letter, 72 hours after posting    and, if by delivery or facsimile, when respectively delivered or transmitted.                                                                                                                                                                                                                                                                                                                                                                                                               |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| 25.             | Other Agreements                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|            | This Agreement supersedes all        other agreements other than those expressly referred to in this Agreement        whether written or oral between the Company or any Associated Company        and the Executive relating to the employment of the Executive and the        Executive acknowledges and warrants to the Company that he is not entering        into this Agreement in reliance on any representation not expressly set    out herein. |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| 26.             | Governing Law                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|            | This Agreement shall be governed        by and construed in all respects in accordance with English law and the        parties agree to submit to the non­exclusive jurisdiction of the        English Courts as regards any claim or matter arising in respect of this    Agreement.                                                                                                                                                               |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |

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IN WITNESS whereof this Agreement    has been duly executed as a Deed the day and year first above written.

| EXECUTED by                    | )      |
|--------------------------------|--------|
| **EIDOS PLC**                  | )      |
| as a Deed                      | )      |
|                           |   |
| **..........................** |   |
|                           |   |
| **..........................** |   |
|                           |   |

| SIGNED as a Deed by          | )      |
|------------------------------|--------|
| **MICHAEL PATRICK McGARVEY** | )      |
| in the presence of:          | )      |
|                         |   |

 

| Witness' signature:        | **..........................** |
|----------------------------|--------------------------------|
|                       |                           |
| Witness' name:             | **..........................** |
|                       |                           |
| Witness' address:          | **..........................** |
|                       |                           |
|                       | **..........................** |
|                       |                           |
| Witness' occupation:  | **..........................** |
|                       |                           |

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