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                                                                    EXHIBIT 10.1


                               SERVICE AGREEMENT

Date:                     1st 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"  WYNFORD PETER HOLLOWAY  Temple Lodge Sibford Gower Nr.
                                                  Banbury Oxon OPX15 5RX

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 Company Chairman.  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 22 March 1992 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 as the Board reasonably
                          consider necessary;
                 
                 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.120,000 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.1500 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 his 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
                 
                 11.3.3   is convicted of any criminal offence punishable with
                          6 months or more





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                          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   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 salesperson.

12.      GENERAL


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         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 22nd March
         1992 

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





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         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           )
and delivered as a Deed           )      W.P. HOLLOWAY in the presence of:
                                  ) ------------------------------------------  


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

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


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


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