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                                                                    EXHIBIT 10.2


                               SERVICE AGREEMENT

Date:                       1st day of September 1994


PARTIES

1.     "The Company":       MSU PUBLIC LIMITED COMPANY having it's place of
                            business at 270, Upper 4th Street Witan Gate West
                            Central Milton Keynes Bucks MK9 1DP

2.     "The Executive"      KEITH CHARLES HALL 1, Bulstrode Cottages, Bulstrode
                            Lane, Feltham, Herts HP3 0BP

OPERATIVE PROVISIONS:

1.     INTERPRETATION

       1.1    The headings and marginal headings to the clauses in this
              agreement are for convenience only and have no legal effect.

       1.2    Any reference in this agreement to any Act or delegated
              legislation includes any statutory modification or re- enactment
              thereof or the provisions referred to.

       1.3    In this agreement:

              'THE BOARD' means the board of directors of the Company and
              includes any committee of the Board duly appointed by it.

              'GROUP COMPANY' means any company which for the time being is a
              company having an ordinary share capital (as defined in s.832
              Income and Corporation Taxes Act 1988) of which not less than 25
              per cent is owned directly or indirectly by the Company or it's
              holding company applying the provisions of s.838 Income and
              Corporation Taxes Act 1988 in the determination of ownership.

              'MANAGING DIRECTOR' means any person or persons jointly holding
              such office of the Company from time to time and includes any
              person(s) exercising substantially the functions of a managing
              director or chief executive officer of the Company.

              'RECOGNISED INVESTMENT EXCHANGE' means any body of persons which
              is for the time being a Recognised Investment Exchange for the
              purposes of the Financial Services Act 1986.




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2.     APPOINTMENT AND DURATION

       2.1    The Company appoints the Executive and the Executive agrees to
       serve as the Managing Director.  The Executive accepts that the Company
       may reasonably require him to perform other duties or tasks not within
       the scope of his normal duties and the Executive agrees to perform those
       duties or undertake those tasks as if they were specifically required
       under this Agreement.

       2.2    The appointment commenced on 1st July 1993 and shall continue
       (subject to earlier termination as provided in this Agreement) for a
       fixed period of 36 months from the date of this Agreement until 31st
       August 1997 provided that on each anniversary of the commencement, the
       then unexpired period shall be automatically renewed for a further
       period of 36 months (in place of the then unexpired period) unless
       either party shall prior to any such renewal date give notice to the
       other party that the period will not be renewed whereupon the Agreement
       will expire at the end of the then current fixed period.

       2.3    The Executive warrants that by virtue of entering into this
       Agreement he will not be in breach of any express or implied terms of
       any contract with or of any other obligation to any third party binding
       on him.

3.     DUTIES OF THE EXECUTIVE

       3.1    The Executive shall at all times during the period of this
              Agreement:

              3.1.1  devote so much of his time attention and ability to the
                     duties of his appointment;

              3.1.2  faithfully and diligently perform those duties and
                     exercise such powers consistent with them which are from
                     time to time assigned to or vested in him;

              3.1.3  obey all lawful and reasonable directions of the Board;

              3.1.4  use his best endeavours to promote the interests of the
                     Company and it's Group Companies;

              3.1.5  keep the Board promptly and fully informed (in writing if
                     so requested) of his conduct of the business or affairs of
                     the Company and it's Group Companies and provide such
                     explanations as the Board may require;

              3.1.6  not at any time to make any untrue or misleading statement
                     to the Company or any Group Company.

       3.2    The Executive shall if and for so long as the Company reasonably
              require during the period of this Agreement;

              3.2.1  carry out duties on behalf of any Group Company:

              3.2.2  act as an officer of any Group Company or hold any other
                     appointment or





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                     office as nominee or representative of the Company or any
                     Group Company:

              3.2.3  Carry out the duties and the duties attendant upon any
                     such appointment as if they were duties to be performed by
                     him on behalf of the Company.

4.     PLACE OF WORK

       4.1    The Executive shall perform his duties at the Head Office of the
              Company from time to time and/or such other places of business as
              the Company requires, including occasional visits outside the
              United Kingdom in the ordinary course of his duties.

5.     PAY

       5.1    During his appointment the Company shall pay to the Executive:

              5.1.1  a basic salary of L.80,000 per year which shall accrue day
                     to day and be payable by equal monthly instalments in
                     arrears on or about the 26th day of each month;

              5.1.2  a bonus in each year of this Agreement in accordance with
                     the Company's executive bonus scheme as determined from
                     time to time by the Board.

       5.2    The Executive's salary shall be reviewed by the Board on 30th
              June in each year and the rate of salary may be increased by the
              Company with effect from that date by such amount if any as it
              shall think fit.

       5.3    The Company shall cover the cost of membership for the Executive
              and his immediate family of an approved private patients medical
              plan with a reputable medical expenses insurance company.

       5.4    The Executive will be a member of the Company's proposed life
              assurance scheme (when implemented) designed to give benefits
              equal to four times his annual salary from time to time and the
              Company will pay promptly all contributions due in respect of his
              membership of the scheme.

6.     CAR ALLOWANCE

       6.1    The Company shall provide the Executive with:

              6.1.1  a car use allowance of L.                   per month or
                     at his option;

              6.1.2  for his sole business and private use a car of model and
                     specification selected by the Company which in the
                     reasonable opinion of the Board is commensurate with the
                     status of the Executive and the image of the Company.





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       6.2    In such latter case the Company shall bear all running costs and
              expenses of the car and shall replace the car with the same or an
              equivalent model when it has travelled 45,000 miles or on the
              third anniversary of the date of it's purchase by the Company.

       6.3    The Executive shall always comply with all regulations laid down
              by the Company from time to time with respect to company cars
              (where appropriate) and shall forthwith notify the Company of any
              accidents involving his Company car and of any charges of driving
              offences which are brought against him and on the termination of
              his employment for any reason whether lawful or not shall
              forthwith return his company car to the Company at it's Head
              Office.

7.     EXPENSES

       7.1    The Company shall reimburse to the Executive all travelling
              hotel entertainment and other expenses reasonably incurred by him
              in the proper performance of his duties subject to the Executive
              complying with such guidelines or regulations issued by the
              Company from time to time in this respect and to the production
              to the Company of such vouchers or receipts or other evidence of
              payment as it shall reasonably require.

       7.2    Where the Company issues a Company sponsored credit or charge
              card to the Executive he shall use such credit or charge card
              only for expenses reimbursable under clause 7.1 above and shall
              return it to the Company forthwith on the termination of his
              employment.

8.     HOLIDAY

       8.1    In addition to public holidays the Executive is entitled to 25
              working days paid holiday in each year from January 1 to December
              31 to be taken at such time or times as are agreed with the
              Board.  The Executive shall not without the consent of the Board
              carry forward any unused part of his holiday entitlement to a
              subsequent year.

       8.2    On the termination of his employment for whatever reason the
              Executive shall entitled to pay in lieu of outstanding holiday
              entitlement and shall be required to pay the Company any salary
              received for holiday taken in excess of his actual entitlement.
              The basis of payment and repayment shall be 1/253 of the
              Executive's annual salary for each day.

9.     INCAPACITY

       9.1    If the Executive is unavailable because of sickness (including
              mental disorder) or


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              injury he shall report this fact forthwith to the Company
              Secretary's office.

       9.2    If at any time during the period of his appointment the Executive
              shall be unavailable for work for a period of 28 days in any 12
              month period he shall upon request and at the expense of the
              Company permit himself to be examined by a registered medical
              practitioner to be selected by the Company and shall authorise
              such medical practitioner to disclose to and discuss with the
              Company's medical adviser the results of such examination and any
              matters which arise from it in order that the Company's medical
              adviser can notify the Company of any matters which, in his
              opinion, might hinder or prevent the Executive (if during a
              period of incapacity) from returning to work for any period or
              (in other circumstances) from properly performing any duties of
              his appointment at any time.

10.    INTELLECTUAL PROPERTY RIGHTS/CONFIDENTIALITY

       10.1   The Executive agrees that any rights relating to confidential
              information, documents, intellectual property rights, patent
              rights, copyright works and or invention originated or developed
              by the Executive during the course of this Agreement shall rest
              in the Company solely and absolutely.

       10.2   Forthwith following the conception origination or making of an
              invention by the Executive during the course of his employment
              the Executive shall disclose full details of such invention to
              the Company.  Further forthwith following the origination or
              development of any confidential information during the course of
              his employment the Executive shall disclose and make available
              such confidential information to the Company.

       10.3   The Company shall in it's sole discretion be entitled to apply
              for patent rights in respect of any invention conceived or
              originated or made by the Executive and shall be responsible for
              the maintenance and renewal of the patent rights.

       10.4   The Executive agrees to assign to the Company all right title and
              interest in and to any inventions or confidential information
              made originated or developed during the course of his employment
              together with any other intellectual property rights arising and
              further agrees to assist the Company at the Company's expense
              with any application for patent rights and to do all such
              reasonable acts and things at the Company's expense as the
              Company's legal advisors may advise are necessary or desirable in
              connection with any such assignment or assistance.  The Executive
              appoints the Company to be his attorney or agent in his name and
              on his behalf and to do all such acts and things and to sign all
              deeds and documents as may be necessary in order to give the
              Company the full benefit of the provisions of these clauses.





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       10.5   The Executive assigns to the Company by way of future assignment
              of copyright the copyright existing in the documents originated
              by the Executive for all classes of act which may by virtue of
              the Copyright Designs and Patent Act 1988 he as the owner of the
              copyright has the exclusive right to do throughout the world and
              for the whole period for which the copyright is to subsist.

       10.6   The Executive agrees to keep the confidential information, the
              documents and all matters arising or coming to his attention in
              connection with his employment, secret and confidential and not
              at any time for any reason whatsoever to disclose them or permit
              them to be disclosed to any party except to enable the Executive
              to fulfill his employment conditions.

       10.7   The Executive agrees to keep secret and confidential and not at
              any time for any reason to disclose or permit to be disclosed to
              any person or persons or otherwise make use of or permit to be
              disclosed to any person or persons or otherwise make use of or
              permit to be made use of any information relating to the
              Company's technology technical processes business affairs or
              finances or any such information relating to any Group Company,
              suppliers or customers of the Company where knowledge or details
              of the information was received during the period of this
              Agreement

       10.8   The obligations of the parties under this clause shall survive
              the expiry or the termination of this Agreement for whatever
              reason.


11.    TERMINATION OF AGREEMENT

       11.1   Automatic Termination: This Agreement shall automatically
              terminate upon the Executive reaching his 65th birthday.

       11.2   Suspension: In order to investigate a complaint against the
              Executive of misconduct the Company is entitled to suspend the
              Executive on full pay for a period not exceeding 28 days to carry
              out a proper investigation and hold a disciplinary hearing.

       11.3   Immediate Dismissal: The Company may with immediate effect
              terminate this Agreement if the Executive:

              11.3.1 commits any act of gross misconduct or repeats or
                     continues (after written warning) any other material or
                     serious breach of his obligations under this Agreement; or

              11.3.2 is guilty of any conduct which in the reasonable opinion
                     of the Board brings him or the Company or any Group
                     Company into serious disrepute; or





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              11.3.3 is convicted of any criminal offence punishable with 6
                     months or more imprisonment (excluding an offence under
                     the road traffic legislation in the United Kingdom or
                     elsewhere for which he is not sentenced to any term of
                     imprisonment whether immediate or suspended); or

              11.3.4 commits any act of dishonesty relating to the Company or
                     any Group Company any of it's or their employees or
                     otherwise; or

              11.3.5 becomes bankrupt or makes any composition with his
                     creditors or otherwise; or

              11.3.6 is in the reasonable opinion of the Board incompetent in
                     the performance of his duties.
                 
       11.4   Pay in lieu: On serving notice for any reason to terminate this
              Agreement or at any time thereafter during the currency of the
              notice the Company shall be entitled to pay the Executive his
              basic salary at the rate then payable under clause 5 hereof for
              the unexpired portion of the duration of his appointment or
              entitlement to notice as may be.

       11.5   Miscellaneous: On termination of this Agreement for any reason,
              the Executive shall at the request of the Company resign (without
              prejudice to any claims which the executive may have against the
              Company arising out of this Agreement or the termination thereof)
              from all and any offices which he holds as a director of the
              Company or of any Group Company and from all other appointments
              and offices which he holds as a nominee or representative of the
              Company or any Group Company and if he shall fail to do so within
              seven days the Company is hereby irrevocably authorised to
              appoint some person in his name and on his behalf to sign any
              documents or do any things necessary or requisite to effect such
              resignation(s) or transfer(s).

       11.6   The Executive shall not directly or indirectly for a period of 12
              months after termination for whatever reason of this Agreement:

              11.6.1 Hold any material interest in any person firm or company
                     which is or shall be wholly or partly in competition with
                     the actual or contemplated business of any Group Company
                     or which might require him to disclose or make use of any
                     confidential business information in order to properly
                     discharge his duties to or further his interest in such
                     person firm or Company.

              11.6.2 Seek or receive in any capacity whatsoever any business
                     orders or custom for any products or services produced
                     marketed sold or provided by any Group Company in the
                     ordinary course of business of the Group Company.

              11.6.3 Solicit or entice away from any Group Company any person
                     who is or was six months prior to termination employed by
                     any Group Company to work in any capacity in which that
                     person has had any material involvement in the business of
                     any Group Company as a director, technical operator or


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                     salesperson.

12.    GENERAL

       12.1   Statutory Particulars
              The further particulars of employment not contained in the body
              of this Agreement which must be given to the Executive in
              compliance with Part 1 Employment Protection (Consolidation) Act
              1978 as given in Schedule I.

       12.2   Accrued rights
              The expiration or termination of this Agreement however arising
              shall not operate to affect such of the provisions of this
              Agreement as are expressed to operate or have effect after then
              and shall be without prejudice to any accrued rights or remedies
              of the parties

       12.3   Proper Law
              The validity construction and performance of this Agreement shall
              be governed by the Laws of England and Wales.

       12.4   Acceptance of Jurisdiction
              All disputes claims or proceedings between the parties relating
              to the validity construction or performance of this Agreement
              shall be subject to the non-exclusive jurisdiction of the High
              Court of Justice in England and Wales to which the parties
              irrevocably submit.

       12.5   Notices
              Any notices to be given by a party under this agreement must be
              given by delivery at or sending first class post or other faster
              postal service or telex facsimile transmission or other means of
              telecommunication in permanent written form to the last known
              postal address or relevant telecommunications number of the other
              party.  Where notice is given sending in a prescribed manner it
              shall be deemed to have been received when in the ordinary course
              of the transmission it would have been received by the addressee.
              To prove the giving of a notice it shall be sufficient to show it
              was despatched.  A notice shall have effect from the sooner of
              it's actual or deemed receipt by the addressee.

       12.6   Each provision of this deed is independent and severable from the
              remaining provisions and enforceable accordingly.  If any
              provision of this deed shall be unenforceable for any reason but
              would be enforceable if part of the wording therefor were
              deleted, it shall apply with such deletions as may be necessary
              to make it enforceable.

                                   SCHEDULE 1
                 PART 1 EMPLOYMENT (CONSOLIDATION) ACT 1978 ACT

The following information is given supplemental to the information given in the
body of this Agreement in order to comply with the requirements of Part 1 of
the Act

1      The Executives employment with the Company commenced on 1st July 1993





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2      There are no normal hours of work.  The Executive shall fulfill such
       hours of work as may be necessary so as to properly fulfil his duties.

3      No contracting out certificate pursuant to the provisions of the Social
       Security pension Act 1975 is held by the Company in respect of the
       Executives employment.

4      The Executive is subject to the Company's Disciplinary Rules and
       Procedures which will be in accordance with ACAS code of practise.

5      If the Executive has any grievance relating to his employment (other
       than one relating to a disciplinary decision) he should refer such
       grievance to the Chairman of the Board and if the grievance is not
       resolved by discussion with him it will be referred to the Board for
       resolution.

IN WITNESS WHEREOF THE COMPANY AND THE EXECUTIVE HAVE EXECUTED THIS DOCUMENT AS
A DEED THE DAY AND YEAR FIRST BEFORE WRITTEN


Signed by the Executive     )      K.C. HALL                            
and delivered as a Deed     )----------------------------------------   
in the presence of:         )                                           
                             


     C. ARMSTRONG                                        
-------------------------------

Signed and delivered as     )     W.P. HOLLOWAY                      
a deed by                   )----------------------------------------
(Director) and by           )                                        
(Director/Secretary)        )       W.D. SNOWDON                     
for and on behalf of the    )----------------------------------------
Company in the presence of: )                                        
                                                                     
                             


     C. ARMSTRONG                                        
-------------------------------
       Witness





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