<PAGE>


                               SERVICE AGREEMENT

     Date:              day of September 1997

     PARTIES

1.   "The Company":  MSU (UK) LIMITED having it's place of business
                     at Elder House, 526 to 528 Elder Gate, Central Milton
                     Keynes, Bucks, MK9 1LR

2.   "The Executive" KEITH EDWARD PEIRSON of 4 Chantry Drive,
     Ingatestone, Essex, CM4 9HR

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 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.

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,
            commensurate with his position, 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 the 1st of July 1997.
            2.2.1  The appointment shall continue (subject to earlier
                   termination as provided in this agreement) for a period of 12
                   months from the date of this agreement.

                                                                               1

<PAGE>

<PAGE>

            2.2.2  The appointment shall continue until terminated by either
                   party giving one month's prior notice in writing if given in
                   the first six months of the date of this agreement and
                   thereafter not less than twelve months calendar prior notice
                   in writing.
       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 term of this Agreement;
            3.1.1. unless otherwise agreed devote substantially the whole 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. keep the Board promptly and fully informed (in writing if so
                   requested) of his conduct of the business or affairs of the
                   Company, it's Group and subsidiary companies in which he is
                   involved in it's management and provide such explanations as
                   the Board may require;
            3.1.5. not at any time to make any untrue or misleading statement to
                   the Company or any Group Company.
       3.2. Without prejudice to his duties to the Company 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 office as nominee or representative of the
                   Company or any Group 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'96,000 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. (which the Company shall use it's best
                   endeavours to implement by 30th November 1997)

                                                                               2

<PAGE>

<PAGE>

       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 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.
            (which the Company shall use it's best endeavours to implement by
            30th November 1997)
       5.5. The executive will be a member of the Company's contributory Pension
            Scheme and shall be required to contribute 2.5% and the company
            shall contribute 6.5% (which the Company shall use it's best
            endeavours to implement by 30th November 1997)

6.     CAR ALLOWANCE
       6.1. The Company shall provide the Executive with:
            6.1.1. a car use allowance of 'L'1,000.00 per month which is subject
                   to review on an upward only basis by the Board.
       6.2. After commencement of this agreement the executive may request that
            the Company considers providing him with a car for his sole business
            and private use of model and specification selected by the Company
            which in the reasonable opinion of the Board is commensurable with
            the status of the executive and image of the Company in place of the
            car use allowance.
       6.3. 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.
       6.4. The Executive shall always comply with all reasonable 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.
                                                                               3



<PAGE>

<PAGE>


7.  EXPENSES
    7.1.  The Company shall pay the Executive an overnight accommodation
          allowance of up to 'L'30.00 per night to contribute towards hotel
          expenses reasonably incurred by him in
    7.2.  The company will also reimburse all expenditure reasonably incurred 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.
    7.3.  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 clauses 7.1 and 7.2 above and shall return
          it to the Company forthwith on the termination of his employment.

8.  OPTIONS
    8.1.  The Company will grant to the Executive at a date to be agreed options
          to purchase up to 300,000 shares of ordinary common stock in the
          Company at the market price on the 8th day of August 1997. The options
          will be capable of being exercised as to 100,000 on each of the 1st
          July 1998, 1st July 1999 and 1st July 2000 (each complete year being
          referred to as an Option Year) provided the Executive remains a
          director on these dates. The option period will expire on 1st July
          2002.
    8.2.  In the event of termination of the Executives appointment part of the
          way through an Option Year (other than for reasons set out in 12.3 he
          shall then be entitled to exercise the options falling in that Option
          Year on a pro rata basis.

9.  HOLIDAY
    9.1.  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.
    9.2.  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.

10. INCAPACITY
    10.1. If the Executive is unavailable because of sickness (including mental
          disorder) of injury he shall report this fact forthwith to the Company
          Secretary's office.
    10.2. If the Executive shall be absent from work due to sickness (including
          mental disorder) or injury he shall be paid his full remuneration
          hereunder for up to 6 months absence in any 12 month period, and

                                                                               4

<PAGE>

<PAGE>


          thereafter such remuneration, if any, as the Board shall determine
          from time to time.
    10.3. 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. The Executive shall at his
          request be supplied with a copy of any such report or opinion obtained
          pursuant to this sub clause

11. TRUST AND CONFIDENCE
    11.1. As a condition of his appointment the Executive agrees to be bound by
          the terms of the Trust and Confidence Agreement attached as Schedule
          II hereto.

12. TERMINATION OF AGREEMENT
    12.1. Automatic Termination:
          This Agreement shall automatically terminate upon the Executive
          reaching his 65th birthday.
    12.2. 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 14 days to carry out a proper
          investigation and hold a disciplinary hearing.
    12.3. Immediate Dismissal:
          The Company may with immediate effect terminate this Agreement if the
          Executive:
          12.3.1. 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
          12.3.2. is guilty of any conduct which brings him or the Company or
                  any Group Company into serious disrepute; or
          12.3.3. 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
          12.3.4. commits any act of dishonesty relating to the Company or any
                  Group Company any of it's or their employees or otherwise; or
          12.3.5. becomes bankrupt or makes any composition with his creditors
                  or otherwise; or

                                                                               5

<PAGE>

<PAGE>

    12.4. 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 and benefits 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.

13. GENERAL
    13.1. 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
          the Employment Rights Act 1996 are given in Schedule I.
    13.2. 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.
    13.3. Proper Law
          The validity construction and performance of this Agreement shall be
          governed by the Laws of England and Wales.
    13.4. Acceptance of Jurisdiction
          All disputes claims or proceedings between the parties relating to the
          validity construction of 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.
    13.5. 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 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.
    13.6. 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.

                                                                               6

<PAGE>

<PAGE>

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      )----------------------
in the presence of:          )


-----------------------------
Witness


Signed and delivered as      )
a deed by                    )----------------------
(Director) and by            )
(Director/Secretary)         )
for and on behalf of the     )----------------------
Company in the presence of:  )


-----------------------------
Witness







                                                                               7


<PAGE>

<PAGE>


                                   SCHEDULE 1

                     PART 1 EMPLOYMENT RIGHTS ACT 1996 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 the Act

1.   The Executives employment with the Company commenced on 1st July 1997
2.   The normal working hours are from 9.00 am to 5.30 pm. The executive shall
     be expected to fulfill such hours as may be necessary so as to properly
     fulfill 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.

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

     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.
  
                                                                             8
<PAGE>

<PAGE>

SCHEDULE 2
                         TRUST AND CONFIDENCE AGREEMENT


                         TRUST AND CONFIDENCE AGREEMENT

Dated the 1st day of July 1997

PARTIES:

     "The Company": MSU (UK) Limited whose registered office is at Elder House,
     526 to 528 Elder Gate, Central Milton Keynes, MK 1LR, United Kingdom.

     "The Executive": Keith Peirson, 4, Chantry Drive, Ingatestone, Essex CM4
     9HR, United Kingdom.

1. DEFINITIONS
In this Deed, the following phrases shall, unless the context requires
otherwise, have the following meanings:

1.1      "Businesses" means all and any trades or other commercial activities of
         the Company or any Group Company:
         1.1.1 with which the Executive shall have been concerned or involved
         to any material extent at any time during his appointment by the
         Company which the Company or any Group Company shall carry on with a
         view to profit; or
         1.1.2 which the Company or any Group Company shall at the Termination
         Date have determined to carry on with a view to profit in the immediate
         or foreseeable future and in relation to which the Executive shall at
         the Termination Date possess any Confidential Business Information.
1.2      "Company Invention" means any improvement, invention or discovery made
         by the Executive which applying the provisions of Section 39 of the
         Patents Act 1977 in the determination of ownership is, as between the
         parties, the property of the Company.
1.3      "Confidential Business Information" means all and any Corporate
         Information, Marketing Information, Technical Information and other
         information (whether or not recorded in documentary form or on computer
         disk or tape) to which the Company or any Group Company attaches an
         equivalent level of confidentiality to any third party:
         1.3.1 which the Executive shall acquire at any time during his
         appointment by the Company but which does not form part of the
         Executive's own stock in trade; and

                                                                              9

<PAGE>

<PAGE>


         1.3.2 which is not readily ascertainable to persons not connected with
         the Company or any Group Company either at all or without a significant
         expenditure of labour, skill or money.
1.4      "Corporate Information" means all and any information (whether or not
         recorded in documentary form or on computer disk or tape) relating to
         the business methods, corporate plans, management systems, finances,
         maturing new business opportunities or research and development
         projects of the Company or any Group Company.
1.5      "Customer" means any person firm or company who or which shall at the
         Termination Date be negotiating with the Company or any Group Company
         for the supply of any Restricted Products or the provision of any
         Restricted Services or to whom or which the Company or any Group
         Company shall at any time during the period of one year prior to the
         Termination Date have supplied any Restricted Products or provided any
         Restricted Services.
1.6      "Group Company" means any company which for the time being is a company
         having an ordinary share capital (as defined in Section 832 of the
         Income and Corporation Taxes Act 1988) of which not less than 25 per
         cent is owned directly or indirectly by the Company or its holding
         company applying the provisions of Section 838 of the Income and
         Corporation Taxes Act 1988 in the determination of ownership.
1.7      "Marketing Information" means all and any information (whether or not
         recorded in documentary form or on computer disk or tape) relating to
         the marketing or sales of any past, present or future product or
         service of the Company or any Group Company including, without
         limitation, sales targets and statistics, market share and pricing
         statistics, marketing surveys and plans, market research reports, sales
         techniques, price lists, discount structures, advertising and
         promotional material, the names, addresses, telephone numbers, contact
         names and identities of customers and potential customers of any
         supplies and potential suppliers to the Company or any Group Company,
         the nature of their business operations, their requirements for any
         product or service sold to or purchased by the Company or any Group
         Company and all confidential aspects of their business relationship
         with the Company or any Group Company.
1.8      "Material Interest" means:
         1.8.1 the holding of any position as director, officer, employee,
         consultant, partner, principal or agent;
         1.8.2 the direct or indirect control or ownership (whether jointly or
         alone) of any shares (or any voting rights attached to them) or
         debentures save for the ownership for investment purposes only of not
         more than three per cent of the issued ordinary shares of any company
         whose shares are listed on any Recognised Investment Exchange (as
         defined in Section 207 of the Financial Services Act 1986); or
         1.8.3 the direct or indirect provision of any financial assistance.
1.9      "Restricted Area" means the United Kingdom


                                                                              10

<PAGE>

<PAGE>
 
1.10   'Restricted Products' means all and any products of a kind which shall be
       dealt in, produced, marketed or sold by the Company or any Group Company
       in the order course of the Business.
1.11   'Restricted Services' means all and any services of a kind which shall be
       provided by the Company or any Group Company in the ordinary course of
       the Business.
1.12   'Technical Information' means all and any trade secrets, secret formulae,
       processes, inventions, designs, know-how, discoveries, technical
       specifications and any other technical information (whether or not
       recorded in documentary form or on computer disk or tape) relating to the
       creation, production or supply of any past, present or future product or
       service of the Company, or any Group Company. 1.13 'Termination Date'
       means the date on which the Executive shall cease to work in any of the
       Businesses.
 
2.     ACKNOWLEDGEMENTS BY THE EXECUTIVE
The Executive acknowledges:
2.1    That the Company and each Group Company possesses a valuable body of
       Confidential Business Information;
2.2    That the Company will give him access to Confidential Business
       Information in order that he may carry out the duties of his appointment;
2.3    That the duties of his appointment include, without limitation, a duty of
       trust and confidence and a duty to act at all times in the best interests
       of the Company.
2.4    That the Company requires all its senior employees to accept restrictions
       which are similar to those set out in clause 3 and 4 for its and each of
       their mutual protection.
2.5    That his knowledge of Confidential Business Information directly benefits
       him by enabling him to perform his management duties.
2.6    That the disclosure of any Confidential Business Information to any
       customer or actual or potential competitor of the Company or any Group
       Company would place such a company at a serious competitive disadvantage
       and would cause immeasurable (financial and other) damage to the
       Businesses.
2.7    That if, on leaving the employment of the Company, he was to hold any
       Material Interest in a Customer or any actual or potential competitor of
       the Company or any Group Company, it would place such company at a
       serious competitive disadvantage and would cause immeasurable (financial
       and other) damage to the Businesses.
 
3.     OBLIGATIONS DURING EMPLOYMENT
3.1    Inventions

       3.1.1 If at any time during his appointment the Executive (whether alone
       or with any other person or persons) makes any invention which relates
       either directly or indirectly to the business of the Company or any Group
       Company, the Executive shall promptly disclose to the Company full
       details, including drawings and models, of such
 
                                                                              11
 
<PAGE>

<PAGE>

       invention to enable the Company to determine whether or not it is a
       Company Invention.
       3.1.2 Decisions as to the patenting and exploitation of any Company
       Invention shall be at the sole discretion of the Company.
       3.1.3 The Executive irrevocably appoints the Company to be his attorney
       in his name and on his behalf to execute documents, to use the
       Executive's name and to do all things which may be necessary or desirable
       for the Company to obtain for itself or its nominee the full benefit of
       the provisions of clause 3.1.3 and a certificate in writing signed by any
       Director or the Secretary of the Company that any instrument or act falls
       within the authority hereby conferred shall be conclusive evidence that
       such is the case so far as any third party is concerned.
3.2    Copyright etc.
       3.2.1 The Executive shall promptly disclose to the Company all copyright
       works or designs originated, conceived, written or made by him alone or
       with others (except only those works originated, conceived, written or
       made by him wholly outside his normal working hours which are wholly
       unconnected with his appointment) and shall hold them in trust for the
       Company until such rights shall be fully and absolutely vested in the
       Company.
       3.2.2 The Executive hereby assigns to the Company by way of future
       assignment all copyright, design right and other proprietary rights (if
       any) for the full term thereof throughout the World in respect of all
       copyright works and designs originated, conceived, written or made by the
       Executive (except only those works or designs originated, conceived,
       written or made by the Executive wholly outside his normal working hours
       which are wholly unconnected with his appointment) during the period of
       his appointment by the Company.
       3.2.3 The Executive hereby irrevocably and unconditionally waives in
       favour of the Company any and all moral rights conferred on him by
       Chapter IV of Part I of the Copyright Designs and Patents Act 1988 for
       any work in which copyright or design right is vested in the Company
       whether by clause 3.2.2 or otherwise.
       3.2.4 The Executive shall, at the request and expense of the Company, do
       all things necessary or desirable to substantiate the rights of the
       Company under clauses 3.2.2 and 3.2.3.
3.3    Share Dealings
       3.3.1 The Executive shall comply, where relevant, with every rule of law,
       every requirement of the Securities and Exchange Commission and every
       regulation of the Company from time to time in force in relation to
       dealings in shares, debentures or other securities of the Company or any
       Group Company and unpublished price sensitive information affecting the
       shares, debentures or other securities of any other company and, in
       relation to overseas dealings, the Executive shall also comply with all
       laws of the state and all regulations of the stock exchange, market or
       dealing system in which such dealings take place.
 
                                                                              12
 
<PAGE>

<PAGE>
 
       3.3.2 The Executive shall not (and shall procure so far as he is able
       that his spouse shall not) deal or become or cease to be interested
       (within the meaning of Part I of Schedule XIII to the Companies Act 1985)
       in any securities of the Company except in accordance with any Company
       rules or guidelines from time to time relating to securities transactions
       by directors.
3.4    Conflict of Interest
       3.4.1 The Executive agrees that during the period of his appointment by
       the Company, he shall:
             3.4.1.1 abide by any relevant Company policy which may be brought
             to the attention of the Executive from time to time;
             3.4.1.2 not directly or indirectly disclose to any person, firm or
             company or use other than for any legitimate purposes of the
             Company or any Group Company any Confidential Business Information;
             3.4.1.3 not without the Company's prior written permission hold any
             Material Interest in any person firm or company which:
             (a)  is or shall be in competition with any of the Businesses;
             (b)  impairs or might reasonably be thought by the Company to
                  impair his ability to act at all times in the best interests
                  of the Company; or
             (c)  requires or might reasonably be thought by the Company to
                  require him to disclose any Confidential Business Information
                  in order properly to discharge his duties to or to further his
                  interest in such person firm or company.
             3.4.1.4 Not directly or indirectly receive or obtain in respect of
             any goods or services sold or purchased or other business
             transacted (whether or not by him) by or on behalf of the Company
             or any Group Company any discount, rebate, commission or other
             inducement (whether in cash or in kind) which is not authorised by
             any Company rules or guidelines from time to time and if he or any
             firm or company in which he holds any Material Interest shall
             obtain any such discount, rebate, commission or inducement, he
             shall immediately account to the Company for the amount so
             received.
             3.4.1.5 Not without the prior authority of the Company remove from
             the Company premises or copy or allow others to copy the contents
             of any document computer disk tape or other tangible item which
             contains any Confidential Business Information or which belongs to
             the Company or any Group Company.
             3.4.1.6 Return to the Company upon request and, in any event, at
             the Termination Date, all documents, computer disks and tapes and
             other tangible items in his possession or under his control which
             belong to the Company or any Group Company or which contain or
             refer to any Confidential Business Information.
 
                                                                              13


<PAGE>

<PAGE>
             3.4.1.7 If so requested by the Company delete all Confidential
             Business Information from any computer disks, tapes or other
             re-usable material in his possession or under his control and
             destroy all other documents and tangible items in his possession or
             under his control which contain or refer to any Confidential
             Business Information.
 
4.   OBLIGATIONS AFTER EMPLOYMENT
 
The Executive shall not within the Restricted Area directly or indirectly:
 
4.1  For the period of 12 months after the Termination Date hold any Material
     Interest in any business which is or shall be wholly or partly in
     competition with any of the Businesses.
 
4.2  For the period of 12 months after the Termination Date, hold any Material
     Interest in any person firm or company (other than those which clause 4.1
     above refers) which requires or might reasonably be thought by the Company
     to require him to disclose or make use of any Confidential Business
     Information in order properly to discharge his duties or to further his
     interest in such person, firm or company.
 
4.3  For the period of 12 months after the Termination Date seek in any capacity
     whatsoever any business, orders or custom for any Restricted Products or
     Restricted Services from any Customer.
 
4.4  For the period of 12 months after the Termination Date, accept in any
     capacity whatsoever orders for any Restricted Products or Restricted
     Services from any Customer.
 
4.5  At any time before or after the Termination Date, induce or seek to induce
     by any means involving the disclosure or use of Confidential Business
     Information any Customer to cease dealing with the Company or any Group
     Company or to restrict or vary the terms upon which it deals with the
     Company or any Group Company.
 
4.6  For the period of 12 months after the Termination Date solicit or entice
     away or seek to entice away from the Company or any Group Company any
     person who is and was at the Termination Date employed by the Company or
     any Group Company to work in any of the Businesses as a director, senior
     manager or salesperson.
 
4.7  At any time after the Termination Date represent himself or permit himself
     to be held out by any person, firm or company as being in any way connected
     with or interested in the Company or any Group Company.
 
4.8  At any time after the Termination Date disclose to any person, firm or
     company or make use of any Confidential Business Information.
 
5.   GENERAL
 
5.1  Each provision of this Deed is independent and severable from the remaining
     provisions and enforceable accordingly. If any provisions of this Deed
     shall be unenforceable for any reason but would be enforceable if part of
     the wording thereof were deleted, it shall apply with such deletions as may
     be necessary to make it enforceable.
 
                                                                              14
 
<PAGE>

<PAGE>
 
5.2  The Executive has given the undertakings contained in clause 3 to the
     Company as trustee for itself and for each Group Company and will at the
     request and cost of the Company enter into direct undertakings with any
     Group Company which correspond to the undertakings in clause 4, or which
     are less onerous only to the extent necessary (in the opinion of the
     Company or its legal advisors) to ensure that such undertakings are valid
     and enforceable.
 
5.3  Upon termination of the Executive's employment for any reason, the Company
     may require the Executive to attend an interview which shall be conducted
     by a representative of the Company at which the Company's representative
     shall review with the Executive the terms of this Deed and the precise
     nature of the Executive's obligations to the Company under the Deed and any
     Group Company under any Deed entered into pursuant to clause 5.2 above.
     Such interview shall not be held with a view to the imposition any new or
     further terms.
 
5.4  The provisions of this Deed may be amended only by a written instrument
     executed by both the Company and the Executive.
 
5.5  The validity, enforceability, construction and interpretation of this Deed
     shall be governed by English Law.
 
5.6  The rights and obligations of the Company hereunder shall be transferred to
     its successors and assigns. The Executive may not, however, transfer or
     assign his rights or obligations under this Deed.
 
Signed as a Deed by               )
Keith Peirson                     )
in the presence of                )
 
       CHRISTINE ARMSTRONG                     /s/ KEITH PEIRSON
 ....................................  ...................................
 
Witness
 
Signed and delivered as a         )             /s/ R. H. PHILLIPS
Deed by (Director) and by         )    ....................................
(Director/Secretary) for and on   )             /s/ WYNFORD P. HOLLOWAY
behalf of the Company in the      )    ....................................
presence of                       )
 
      CHRISTINE ARMSTRONG
 ....................................

Witness

                                                                              15



<PAGE>