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                                                                   EXHIBIT 10.18

                                     MONDAY

                       SENIOR EXECUTIVE SERVICE AGREEMENT

         This Service Agreement, dated as of June __, 2002 (as amended from time
to time, this "AGREEMENT") between PricewaterhouseCoopers Consulting (UK)
Limited, a subsidiary of BermudaCo (as defined below) (together with its
successors and assigns, the "EMPLOYER"), and David V. Dockray.

                                R E C I T A L S :

         In connection with the worldwide reorganization of the business and
operations of PricewaterhouseCoopers Consulting ("MONDAY") into a unified
holding company structure with Monday Ltd ("BERMUDACO") as the top-tier holding
company and Monday SCA ("LUXCO") as the second-tier holding company, the
Employer and you acknowledge and agree:

         1. Generally.

                  (a) Agreement to Employ. Upon the terms and subject to the
         conditions of this Agreement, the Employer hereby employs you and you
         hereby accept employment with the Employer.

                  (b) Term of Employment. Except as otherwise provided in
         Section 5, the Employer will employ you for the period commencing on
         the Commencement Date (as defined below) and ending on the third
         anniversary of the Commencement Date; provided that your employment
         will thereafter continue for an indefinite period, subject to the terms
         of this Agreement, unless either party terminates such employment
         pursuant to Section 5. For the avoidance of doubt, this Agreement will
         be conditional on the closing of the IPO and, in any case, will only
         become effective and enforceable as of the Commencement Date.
         Notwithstanding the foregoing, this Agreement may be terminated by the
         Employer or you as described further in Section 5.

         2. Compensation.

                  (a) Compensation. As the Managing Partner of Monday's EMEA
         Theatre, you will receive compensation in accordance with the policies
         of the Employer. Such policies will themselves be in accordance with
         the policies of BermudaCo and its affiliates. Notwithstanding the
         foregoing, while you remain employed by the Employer hereunder, you
         will be entitled to receive a base salary of not less than $675,000 per
         annum (which will be paid in pounds sterling or such other currency
         used in the United Kingdom) and a target annual bonus opportunity of
         not less than one-third of base salary. In addition, you will be
         eligible for periodic
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         grants of equity based awards in accordance with the equity
         compensation plans of BermudaCo, as such plans exist from time to time.

                  (b) Withholding. Any amounts due to you under this Agreement
         will be subject to any deduction or withholding authorized or required
         by applicable law or authorized by you.

                  (c) Offset. To the extent permitted by applicable law, the
         Employer may, in its sole discretion, offset from any amounts due to
         you under this Agreement an amount sufficient to satisfy any obligation
         that you owe to the Employer, BermudaCo or their affiliates.

         3. Benefits; Expense Reimbursement. You will be invited to participate
in all incentive, welfare, fringe, retirement and other employee benefit plans
and arrangements maintained by the Employer or its affiliates for Monday's
similarly situated partners. The Employer and such affiliates reserve the right
to establish, terminate, amend, substitute, suspend or otherwise modify any such
plan or arrangement, subject to any contractual rights accrued by you and
subject to the requirements of any applicable law. In addition, the Employer
will reimburse you for appropriately documented, reasonable expenses you incur
in connection with and while working on Employer business, in accordance with
its normal business expense reimbursement policies then in effect.

         4. Duties and Responsibilities. You agree that you will devote
substantially all of your working time and attention to the performance of your
duties as required, and will not, without the prior written consent of the
Employer, engage, directly or indirectly, in any other employment, business or
professional activity for compensation, profit or financial gain. You also agree
that you will obtain the written consent of the Chief Executive Officer of
BermudaCo prior to assuming any paid or unpaid directorships, other than for
non-client charitable, civic, educational, social or other similar nonprofit
organizations where your activities will not conflict with the Employer's
policies as may be in effect from time to time.

         5. Termination of Employment.

                  (a) Termination by the Employer.

                           (i) This Agreement may be terminated at any time by
                  the Employer by giving at least 12 months written notice to
                  you; provided that no such termination will be effective
                  unless it has been initiated or authorized by the Chief
                  Executive Officer of BermudaCo. The Employer, in its sole
                  discretion, may (x) require you to use any accrued but unused
                  vacation time during any such notice period (in which case any
                  vacation time that remains

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                  unused (up to 3 months) will be paid out in cash) or (y) pay
                  out any accrued but unused vacation time in cash. For the
                  avoidance of doubt, any vacation time that is required to be
                  used or is paid out in cash will be limited to 3 months, and
                  any excess vacation time will be forfeited without payment.

                           (ii) If your employment is terminated by the Employer
                  for reasons other than for Cause (as defined below), you will
                  be entitled to continue to receive from the Employer for the
                  Relevant Period (as defined below): (x) continued payment of
                  the sum of (A) your monthly base salary as in effect at the
                  time of such termination plus (B) the product of your target
                  annual bonus opportunity for the fiscal year in which such
                  termination occurs multiplied by one-twelfth (such sum, your
                  "REFERENCE COMPENSATION") each month and (y) continued
                  benefits under any health and welfare employee benefit plans
                  of the Employer or its affiliates in which you participated at
                  the date of such termination. The "RELEVANT PERIOD" means 18
                  months less any period of notice given to you by the Employer
                  under Section 5(a)(i). Any payment under Section 5(a)(ii)(x)
                  shall commence on the closest payroll date after the effective
                  date of your termination. Any such payment and provision of
                  benefits to you under this Section 5(a)(ii) (less any
                  deduction which the Employer may be required to make,
                  including, without limitation, in respect of income tax) shall
                  be accepted by you in full and final settlement of all claims
                  which you may have against the Employer, BermudaCo or any of
                  their affiliates. Notwithstanding the foregoing, any further
                  payment or provision of benefits to you under this Section
                  5(a)(ii) will immediately cease and be no longer due if you
                  breach any of the provisions of Sections 6 or 8. In addition,
                  any unvested equity awards that have been granted to you prior
                  to such date of termination will become fully vested and
                  exercisable, and any restrictions applicable to any such award
                  (other than any transfer restrictions imposed by the Voting
                  Agreement, as defined below) will automatically lapse.
                  Further, you will be entitled to the use of outplacement
                  services for a reasonable period of time following such
                  termination. The cost for such services will not exceed
                  $25,000 (as converted into pounds sterling or such other
                  currency used in the United Kingdom) and the provider of such
                  services will be mutually and reasonably agreed upon prior to
                  such use.

                           (iii) For the purposes of this Agreement, a
                  termination of your employment by the Employer for reasons
                  other than

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                  Cause shall include, without limitation, a voluntary
                  termination by you of your employment for Good Reason (as
                  defined below).

                           (iv) In the event it shall be determined that any
                  payment by or benefit from BermudaCo or its affiliates to you
                  or for your benefit, whether pursuant to the terms of this
                  Agreement or otherwise (collectively, the "CIC PAYMENT"),
                  would be subject to the excise tax imposed by Section 4999 of
                  the U.S. Internal Revenue Code of 1986, as amended (the
                  "CODE"), or any similar provision or any interest or penalties
                  with respect to such excise tax (such excise tax, together
                  with any such interest and penalties, are collectively
                  referred to as the "EXCISE TAX"), you will be entitled to
                  receive an additional payment (a "GROSS-UP PAYMENT") in an
                  amount determined by BermudaCo's outside auditors such that
                  after payment by you of all taxes (including any interest or
                  penalties imposed with respect to such taxes), including any
                  Excise Tax, imposed upon the Gross-Up Payment, you retain an
                  amount of the Gross-Up Payment equal to the Excise Tax imposed
                  upon the Payment; provided, however, that if the aggregate
                  value of the CIC Payment is less than 115% of the product of
                  three times your "base amount" (as defined in Section
                  280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE
                  THRESHOLD"), then you shall not be entitled to any Gross-Up
                  Payment and, instead, the CIC Payment shall be reduced to an
                  amount equal to $1.00 less than the Golden Parachute
                  Threshold.

                  (b) Termination by You. This Agreement may be terminated at
         any time by you by giving written notice to the Employer; provided that
         if you terminate your employment for any reason other than as a result
         of your death or Disability (as defined below) or other than as
         provided in Section 5(a)(iii), you will give at least 12 months prior
         written notice to the Employer. The notice from you is intended to be
         for the benefit of the Employer, and you agree that the Employer may
         accept your notice in whole or in part without any further obligation.
         The Employer, in its sole discretion, may require you to use any
         accrued but unused vacation time (up to 3 months) during the notice
         period, and any vacation time that remains unused will be forfeited
         without payment. You further agree that, you will promptly (and, in any
         case, prior to your departure) provide the Employer with the name of
         your subsequent employer or other professional affiliation and the
         position you intend to assume. In addition, you will forfeit any
         unvested equity awards that have been granted to you prior to such date
         of termination, unless your termination is for Good Reason.


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                  (c) Any payment or provision of benefits under this Section 5
         shall be conditioned, to the extent permitted by applicable law, upon
         your execution of a release and waiver of claims in favor of and in
         form satisfactory to the Employer.

         6. Confidential and Proprietary Information.

                  (a) Confidential Information. At all times during your
         employment with the Employer or its affiliates and thereafter, you will
         hold in strictest confidence and not without prior written
         authorization of BermudaCo:

                           (i) Use for your own benefit or for the benefit of
                  any other person, firm, corporation or any other organization
                  or entity, including any representative or agent of the
                  foregoing;

                           (ii) Disclose to any person, firm, corporation or any
                  other organization or entity or in any medium or forum
                  (including, without limitation, the media and any Internet
                  chat rooms or other websites), including any representative or
                  agent of the foregoing; or

                           (iii) Through any failure to exercise due care and
                  diligence cause or permit any such disclosure of

any Confidential Information (as defined below). Because Confidential
Information is extremely valuable, BermudaCo and its affiliates take measures to
maintain its confidentiality and guard its secrecy. Confidential Information may
be copied, disclosed or used by you during your employment only as necessary to
carry out Employer business and, where applicable, only as required or
authorized under the terms of any agreements between BermudaCo and its
affiliates and their clients, licensors and suppliers. You agree not to take or
keep any Confidential Information when you leave BermudaCo and its affiliates.
If you are ever asked to disclose any information or materials that are subject
to these confidentiality restrictions, pursuant to legal process or otherwise,
you must contact the Employer or the Office of General Counsel (and, if the
disclosure is not pursuant to legal process, you must seek the Office of General
Counsel's written consent) prior to any such disclosure. These confidentiality
restrictions are permanent and do not lapse or cease upon your departure from
BermudaCo and its affiliates.

                  (b) Third-Party Information. You recognize that BermudaCo and
         its affiliates have received and in the future will receive from third
         parties their confidential or proprietary information subject to a duty
         on their part to maintain the confidentiality of such information and
         to use it only for certain limited purposes. You agree to hold all such
         confidential

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         or proprietary information in the strictest confidence and not to
         disclose it to any person, firm, corporation or other organization or
         to use it, except as necessary to carry out Employer business and,
         where applicable, only as required or authorized under the terms of any
         agreement between BermudaCo or its affiliates and such third party.

         7. Insider Information.

         You are prohibited from using or sharing information not publicly
disclosed, which you obtain during the course of your work for the Employer, for
your personal gain or advantage in securities transactions, or for the personal
gain or advantage of anyone with whom you improperly share this information.
This restriction applies to such information related to any company, and not
just the clients (and their affiliates) of BermudaCo and its affiliates.

         8. Non-Competition; Non-Solicitation; No-Hire.

                  (a) In this Section 8:

                           (i) "COMPETING BUSINESS" means any business in
                  Monday's EMEA Theatre which competes or which proposes to
                  compete with or which owns or controls a majority interest in
                  any entity that competes or intends to compete with any
                  business carried on at the Date of Termination by the
                  Employer, BermudaCo or their affiliates, including, without
                  limitation, the entities set forth in Appendix B to your
                  Non-Competition and Indemnification Agreement (as defined
                  below) and such other entities as may be notified to you from
                  time to time.

                           (ii) "DATE OF TERMINATION" means the date on which
                  your employment with the Employer terminates.

                           (iii) "PERSON" means any person, firm, corporation or
                  any other organization or entity.

                           (iv) "RESTRICTED GOODS OR SERVICES" means goods or
                  services of the same type as or similar to any goods or
                  services supplied by the Employer, BermudaCo or their
                  affiliates at the Date of Termination.

                           (v) Any references to acting "DIRECTLY OR INDIRECTLY"
                  include (without prejudice to the generality of that
                  expression) references to acting alone or jointly with or by
                  means of any other person.


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                  (b) Until the expiration of 12 months from the Date of
         Termination you will not directly or indirectly:

                           (i) Carry on or be interested in a competing business
                  save that you may hold for investment up to 3% of any class of
                  securities quoted or dealt in on a recognized stock exchange
                  and up to 20% of any class of securities not so quoted or
                  dealt; or

                           (ii) Act as a consultant or employee or officer in
                  any executive, sales, marketing, research or technical support
                  capacity in or for a competing business save that you shall be
                  free to act as a consultant or employee or officer in or for
                  any such business so far as your duties or work shall relate
                  exclusively to work of a kind or nature with which you were
                  not concerned to any extent (other than de minimis) at any
                  time during the 12 months up to and including the Date of
                  Termination.

                  (c) Until the expiration of 12 months from the Date of
         Termination you will not directly or indirectly:

                           (i) Solicit, canvass or approach or endeavor to
                  solicit, canvass or approach any person:

                                    (A) Who to your knowledge was provided with
                           goods or services by the Employer, BermudaCo or their
                           affiliates at any time during the 12 months up to and
                           including the Date of Termination; or

                                    (B) Who to your knowledge was negotiating
                           with the Employer, BermudaCo or their affiliates for
                           the supply of goods or services at any time during
                           the 12 months up to and including the Date of
                           Termination;

         for the purpose of offering to that person restricted goods or
         services;

                           (ii) Supply restricted goods or services to any
                  person who to your knowledge was provided with goods or
                  services by the Employer, BermudaCo or their affiliates or who
                  to your knowledge was negotiating with the Employer, BermudaCo
                  or their affiliates for the supply of goods or services at any
                  time during the 12 months up to and including the Date of
                  Termination; or

                           (iii) Solicit or entice away or endeavor to solicit
                  or entice away from the Employer, BermudaCo or their
                  affiliates any

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                  person employed by or acting as consultant to the Employer or
                  any affiliate of the Employer in an executive, sales,
                  marketing, research or technical support capacity at the Date
                  of Termination with a view to inducing that person to leave
                  such employment and to act for another person in the same or a
                  similar capacity in relation to the same field of work.

                  (d) After the Date of Termination (for whatever reason and
         howsoever caused) you will not represent yourself or permit yourself to
         be held out as being in any way connected with or interested in the
         business of the Employer, BermudaCo or their affiliates.

                  (e) Each of the restrictions in Sections 8(b)(i), 8(b)(ii),
         8(c)(i)(A), 8(c)(i)(B), 8(c)(ii), 8(c)(iii) and 8(d) (including the
         definitions in Section 8(a)) are separate and severable and in the
         event of any such restriction being determined as being unenforceable
         in whole or in part for any reason such unenforceability shall not
         affect the enforceability of the remaining restrictions or, in the case
         of part of a restriction being unenforceable, the remainder of that
         restriction.

                  (f) The restrictions entered into by you in Section 8 are
         given to the Employer for itself and as trustee for each and any
         affiliate of the Employer and you agree that you will at the request
         and cost of the Employer enter into a further agreement with any such
         company whereby you will accept restrictions corresponding to the
         restrictions in this Agreement (or such of them as that company in its
         discretion shall deem appropriate). The Employer declares that insofar
         as these restrictions relate to such affiliates it holds the benefit of
         them as trustee. In exercising any right as trustee hereunder the
         Employer shall be entitled to limit the action it takes to such action
         as it may, in its absolute discretion, consider reasonable.

                  (g) The Partners Committee (as defined in the Voting
         Agreement) may, at its absolute discretion, elect to waive all or any
         of the provisions contained in Section 8 above; provided, however, that
         the Partners Committee must first obtain the written consent to such
         waiver of the Chief Executive Officer of BermudaCo (or his or her
         designee), who may grant or withhold such consent in his or her sole
         and absolute discretion.

                  (h) Remedies Upon Breach. You acknowledge that you are subject
         to the remedy provisions of Section 3.02 of the Non-Competition and
         Indemnification Agreement, to the extent applicable, if you were to
         breach any provision of this Section 8.


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                  (i) Non-Application. The provisions of this Section 8 shall
         not apply if your employment is terminated by the Employer for reasons
         other than for Cause within 12 months following a Change in Control (as
         defined below) or if you voluntarily terminate your employment for Good
         Reason.

         9. Minimum Ownership Guidelines. You agree to abide by all mandatory
minimum ownership guidelines with respect to LuxCo shares and/or BermudaCo
shares, to be established from time to time by the Employer.

         10. Data Privacy.

                  (a) In this Section 10:

                           (i) "PERSONAL DATA" means data which relates to you
                  from which data itself or from which data and other
                  information which is in the possession of, or is likely to
                  come into the possession of, the Employer (or any data
                  processor instructed by the Employer) you can be identified.
                  Such data includes any expression of opinion about you and any
                  indication of the intentions of the Employer or any other
                  person in respect of you.

                           (ii) "PROCESSING" means obtaining, recording or
                  holding information or data (in hard copy and computer
                  readable form) or carrying out an operation or set of
                  operations on such information or data, including organizing,
                  adapting or altering the information or data, retrieving,
                  consulting or using the information or data, disclosing the
                  information or data by transmission, dissemination or
                  otherwise making it available, or aligning, combining,
                  blocking, erasing or destroying the information or data.

                           (iii) "SENSITIVE PERSONAL DATA" means personal data
                  consisting of information as to: your racial or ethnic origin,
                  your political beliefs, your religious beliefs or other
                  beliefs of a similar nature, whether you are a member of a
                  trade union (within the meaning of the Trade Union and Labour
                  Relations (Consolidation) Act 1992), your physical or mental
                  health or condition, your sexual life, the commission by you
                  of any offence, or any proceedings for any offence committed
                  or alleged to have been committed by you, the disposal of such
                  proceedings or the sentence of any court in such proceedings.

                  (b) Personal data (including sensitive personal data) provided
         by your and relating to you and to your employment with the Employer


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         will be processed in accordance with the principles of the applicable
         data protection legislation including the Data Protection Act 1998.

                  (c) Personal data about you will only be used for lawful and
         fair purposes. It will only be processed to fulfill the obligations of
         the Employer to you under this Agreement and/or for other purposes
         relating to or which may become related to your employment. Such
         processing will principally be for personnel, administrative,
         financial, regulatory or payroll purposes.

                  (d) You agree that personal data relating to you or to your
         employment with the Employer may to the extent that is reasonably
         necessary in connection with your employment or the business of the
         Employer:

                           (i) Be collected and held (in hard copy and computer
                  readable form) and processed by the Employer; and

                           (ii) Be disclosed or transferred to affiliates of the
                  Employer and BermudaCo and their respective employees.

         This will include the disclosure of certain relevant data about
         employees to entities which provide benefits or services to employees
         of the Employer or the Employer. The identities of the relevant third
         parties can be requested from the Employer.

                  (e) You further agree that the Employer may lawfully and
         fairly process sensitive personal data.

                  (f) Your consent to the transfer and disclosure of personal
         data shall apply regardless of the country to which the data is to be
         transferred. Where data is transferred outside of the European Economic
         Area, the Employer shall take reasonable steps to ensure your rights
         and freedoms in relation to the processing of the relevant personal
         data are adequately protected.

                  (g) You are responsible for ensuring that any personal data
         which you may use or access during your employment is kept secure from
         unauthorized access or disclosure.

                  (h) Where you use the services of a third party for the
         performance of your duties to the Employer, you agree to take all
         reasonable steps to ensure that the third party complies with the above
         requirements of the Data Protection Act 1998.


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                  (i) You agree to notify the Secretary of the Employer of any
         actual or suspected breach of the above requirements which comes to
         your attention.

                  (j) The Employer will take all reasonable steps to ensure that
         personal data held about an employee is complete, accurate, up to date
         and not held for longer than necessary for the purposes for which it
         was collected. However, you are responsible for informing the Employer
         of any changes to your personal data, including without limitation,
         name, address, marital status, contact details, qualifications and next
         of kin.

         11. Assignability. You may not assign any of your rights or obligations
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the Employer's successors and assigns and your legal representatives.
Without limiting the generality of the foregoing, the Employer may assign its
rights and delegate its duties under this Agreement in whole or in part to any
affiliate of the Employer or to any transferee of all or a portion of the assets
or business to which this Agreement relates.

         12. Severability. In addition to the provisions of Section 8(e), if any
term or condition set forth in this Agreement is found by a court to be
unenforceable, then the remaining terms and conditions will remain in full force
and effect. Terms and conditions found to be unenforceable, if any, will be
modified by the court to conform to a provision that most closely expresses the
intent of the unenforceable term or condition.

         13. Applicable Law; Dispute Resolution.

                  (a) This Agreement is governed by the laws of England and
         Wales regardless of your practice location and irrespective of the
         principles of conflicts of law.

                  (b) Each party irrevocably agrees for the benefit of the
         Employer that the Courts of England shall have non-exclusive
         jurisdiction in relation to any claim, dispute or difference concerning
         this Agreement and any matter arising therefrom.

                  (c) Each party irrevocably waives any right that it may have
         to object to an action being brought in those Courts, to claim that the
         action has been brought in an inconvenient forum or to claim that those
         Courts do not have jurisdiction.

                  (d) The submission to the jurisdiction of the Courts of
         England shall not (and shall not be construed so as to) limit the right
         of the Employer to bring legal proceedings in any other court of
         competent

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         jurisdiction including without limitation the courts having
         jurisdiction by reason of either party's domicile. Legal proceedings by
         the Employer in any one or more jurisdictions shall not preclude legal
         proceedings by it in any other jurisdiction, whether by way of
         substantive action, ancillary relief, enforcement or otherwise.

                  (e) Each party agrees that without preventing any other mode
         of service, any document in an action (including, but not limited to, a
         claim form or any other document to be served under the Civil Procedure
         Rules) may be served on any party by being delivered to or left in your
         case at your last known residence in the United Kingdom and in the case
         of the Employer at its registered office and each party undertakes to
         maintain such an address at all times in the United Kingdom and to
         notify the other party in advance of any change from time to time of
         the details of such address in accordance with the manner prescribed
         for service of notices under Section 15.

         14. Representations.

                  (a) You acknowledge that you have not relied on any
         representations or statements, whether oral or written, regarding your
         employment with the Employer, other than as contained in this
         Agreement.

                  (b) You acknowledge that you have executed or will promptly
         execute a non-competition and indemnification agreement attached as
         Exhibit A (the "NON-COMPETITION AND INDEMNIFICATION AGREEMENT"), a
         voting agreement attached as Exhibit B ("VOTING AGREEMENT") and an
         intellectual property agreement attached as Exhibit C ("INTELLECTUAL
         PROPERTY AGREEMENT"), and agree that the terms of all such agreements
         are incorporated by reference in this Agreement and remain in full
         force and effect to the extent permitted by applicable law.

                  (c) In accepting employment with the Employer, you represent
         that you have not taken, and will not take in connection with such
         employment, any action that would violate any contractual or other
         restriction or obligation that is binding on you or any continuing duty
         you may owe to others.

         15. Notices. Any communication, demand or notice to be given under this
Agreement will be duly given (and shall be deemed to be received) when delivered
in writing by hand or first class mail or by facsimile to a party at its address
as indicated below:


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         If to you,

                  David V. Dockray
                  PricewaterhouseCoopers Consulting (UK) Limited
                  Facsimile: 0207 804 6212
                  Attention: Office of General Counsel
                  (or, if different, the then-current principal business address
                  of the duly appointed Office of General Counsel in the United
                  Kingdom)

         If to the Employer,

                  PricewaterhouseCoopers Consulting (UK) Limited
                  Facsimile: 0207 804 6212
                  Attention: Office of General Counsel
                  (or, if different, the then-current principal business address
                  of the duly appointed Office of General Counsel in the United
                  Kingdom)

                  with a copy to:

                  Monday Ltd
                  11 Madison Avenue
                  New York, New York   10010
                  U.S.A.
                  Facsimile: 646-598-4809
                  Attention: General Counsel
                  (or, if different, the then-current principal business address
                  of the duly appointed General Counsel of BermudaCo)

                  and

                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, NY  10017
                  U.S.A.
                  Facsimile: 212-450-3800
                  Attention: Jeffrey Small, Esq.

Unless otherwise provided to the contrary in this Agreement, any notice which is
required to be given in writing pursuant to the terms of this Agreement may be
given by facsimile or electronic mail.

         16. Entire Agreement; Modifications. You acknowledge that this
Agreement (together with the Intellectual Property Agreement) contains the
entire agreement between the parties with respect to the subject matter in this
Agreement (and therein), supersedes all prior oral or written agreements or


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understandings with the Employer and its affiliates (and their predecessors,
including PricewaterhouseCoopers United Kingdom Firm) (including the service
agreement dated as of April 30, 2002 between the Employer and you) and may be
modified only by a writing signed by the Employer.

         17. Definitions.

                  (a) "CAUSE" means any of the following conduct by you: (i)
         embezzlement, misappropriation of corporate funds or other material
         acts of dishonesty; (ii) commission or conviction of any criminal
         offense, or entry of a plea of guilty to or failure to contend any
         charge of committing a criminal offense (other than a minor traffic
         violation or other minor infraction); (iii) engagement in any activity
         that you know or should know could harm the business or reputation of
         BermudaCo or its affiliates; (iv) material failure to adhere to the
         Employer's corporate codes, policies or procedures; (v) a breach of any
         covenant in this Agreement or the Non-Competition and Indemnification
         Agreement, the Voting Agreement or the Intellectual Property Agreement,
         or a material breach of any other provision of this Agreement, in any
         case if the breach is not cured to the Employer's satisfaction within a
         reasonable period after you are provided with notice of the breach (no
         notice and cure period is required if the breach cannot be cured); or
         (vi) violation of any statutory, contractual or common law duty or
         obligation to the Employer, including without limitation the duty of
         loyalty.

                  (b) "CHANGE IN CONTROL" means the first to occur of:

                           (i) an individual, corporation, partnership, group,
                  association or other entity or person, other than BermudaCo or
                  any employee benefit plan(s) sponsored by BermudaCo or its
                  affiliates, is or becomes the "beneficial owner" (as defined
                  in Rule 13d-3 under the U.S. Securities and Exchange Act of
                  1934, as amended), directly or indirectly, of 40% or more of
                  the combined voting power of BermudaCo's outstanding
                  securities ordinarily having the right to vote at elections of
                  directors;

                           (ii) individuals who constitute the Board of
                  Directors (or analogous body) of BermudaCo (the "BOARD") as of
                  the date of the IPO (the "INCUMBENT BOARD") cease for any
                  reason to constitute at least a majority thereof; provided
                  that any Approved Director (as defined below) shall be, for
                  purposes of this subsection (ii), considered as though such
                  person were a member of the Incumbent Board. An "APPROVED
                  DIRECTOR" means any person becoming a director subsequent to
                  the date of the IPO whose election, or nomination for election
                  by BermudaCo's

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<PAGE>
                  shareholders, was approved by a vote of at least
                  three-quarters of the directors comprising the Incumbent Board
                  (either by a specific vote or by approval of the proxy
                  statement of BermudaCo, in which such person is named as
                  nominee of BermudaCo, for director), but shall not include any
                  such individual whose initial assumption of office occurs as a
                  result of either an actual or threatened election contest or
                  other actual or threatened solicitation of proxies or consents
                  by or on behalf of an individual corporation, partnership,
                  group, association or other entity or person, other than the
                  Board;

                           (iii) the consummation of the transactions
                  contemplated by a plan or agreement providing (A) for an
                  amalgamation, merger or consolidation of BermudaCo, other than
                  with a wholly-owned subsidiary and other than an amalgamation,
                  merger or consolidation that would result in the voting
                  securities of BermudaCo outstanding immediately prior thereto
                  continuing to represent (either by remaining outstanding or by
                  being converted into voting securities of the surviving
                  entity) more than 65% of the combined voting power of the
                  voting securities of BermudaCo or such surviving entity
                  outstanding immediately after such merger or consolidation, or
                  (B) for a sale, exchange or other disposition of all or
                  substantially all of the assets of BermudaCo; provided that if
                  any of the transactions enumerated in this subsection (iii)
                  occurs, the Board shall determine the effective date of the
                  Change in Control resulting therefrom for purposes of the Plan
                  (and if no such determination is made, the date on which the
                  transaction in question is closed); or

                           (iv) the approval by the shareholders of BermudaCo of
                  a complete liquidation or dissolution of BermudaCo.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred with respect to you if you are part of the purchasing group that
consummates the Change in Control transaction. You shall be deemed "part of a
purchasing group" for purposes of the preceding sentence if you are an equity
participant in the purchasing entity or group (except for: (x) passive ownership
of less than 1% of the shares of the purchasing entity; or (y) ownership or
equity participation in the purchasing entity or group which is otherwise not
significant, as determined prior to the Change in Control by a majority of the
directors who are not such participants).

                  (c) "COMMENCEMENT DATE" means the later of the closing date of
         the transactions contemplated by the Non-Competition and
         Indemnification Agreement or the closing date of the IPO.


                                       15
<PAGE>
                  (d) "CONFIDENTIAL INFORMATION" means, with respect to
         BermudaCo and its affiliates, any non-public information regarding
         BermudaCo and its affiliates and any proprietary information, technical
         data, trade secrets and know-how (including, without limitation,
         research, product plans, products, services, customer lists and
         customers), markets, software, developments, inventions, processes,
         formulas, technology, designs, drawings, engineering, hardware
         configuration information, marketing, finances, employee data and any
         other information relating to employees, memoranda and other materials
         prepared for internal purposes, Lotus Notes and any other business
         information disclosed to you by BermudaCo or its affiliates either
         directly or indirectly in writing, orally or by drawings or
         observation. You further understand that "CONFIDENTIAL INFORMATION"
         will not include any of the foregoing items which has become publicly
         known and made generally available through no wrongful act of yours or
         of others who were under confidentiality obligations as to the item or
         items involved.

                  (e) "DISABILITY" means your becoming entitled to receive
         benefits under the Employer's long-term disability plan applicable to
         you as may be in effect from time to time (or if there is no such plan,
         your inability to perform in all material respects your duties and
         responsibilities under this Agreement for a period of 6 consecutive
         months or for an aggregate of 9 months in any 24 consecutive month
         period by reason of a physical or mental incapacity). Any determination
         regarding "DISABILITY" made by the Employer will be final and
         conclusive for all purposes of this Agreement.

                  (f) "GOOD REASON" means (i) at any time, a material breach by
         the Employer of its contractual obligations to you under this Agreement
         or under any material employee benefit plan of the Employer or its
         affiliates in which you participate or (ii) within 12 months following
         a Change in Control, a reduction in your compensation, a material
         diminution in your position and responsibilities or a relocation of
         your office without your consent (resulting in a commute that would
         exceed your then-current commute), in each case as compared to your
         situation immediately prior to such Change in Control.

                  (g) "IPO" means the initial public offering of the Class A
         common shares of BermudaCo.

         18. Headings. Section headings are used herein for convenience of
reference and shall not affect the meaning of any provision of this Agreement.


                                       16
<PAGE>
         19. Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


                                       17
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Service
Agreement to be executed and delivered on the date first above written.

                                        PRICEWATEROUSECOOPERS
                                          CONSULTING (UK) LIMITED

                                        ________________________________________
                                        By:
                                        Title:





ACCEPTED AND AGREED

Name:  David V. Dockray

Signature: ___________________________