Exhibit 10.29


                              Employment Agreement


     This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of May 1, 2003, is
made and entered into by and between World-Wide Holdings Limited (the "Company")
and David Huntley (the "Executive").

                              W I T N E S S E T H:

     WHEREAS, the Company desires to ensure that it retains the Executive's
management and executive services by directly engaging Executive as its Managing
Director and Chief Executive Officer;

     WHEREAS, in order to induce the Executive to continue to serve in such
position, the Company desires to provide the Executive with compensation and
other benefits on the terms and conditions set forth in this Agreement; and

     WHEREAS, the Executive is willing to accept such employment and perform
services for the Company, on the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the agreements and covenants herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto covenant and agree as follows:

1.   Certain Defined Terms.

     In addition to terms defined elsewhere herein, the following terms have the
     following meanings when used in this Agreement with initial capital
     letters:

     (a)  "Act" means the Securities Exchange Act of 1934, as amended.

     (b)  "Change in Control" means the occurrence during the Term of any of the
          following events:

          (i)   the acquisition by any individual, entity or group, within the
                meaning of Section 13(d)(3) or 14(d)(2) of the Act (a
                "Person"), including as a result of a Business Combination (as
                defined in Section 1(b)(iii)), of beneficial ownership, within
                the meaning of Rule 13d-3 promulgated under the Act, of 25% or
                more of the combined voting power of the then outstanding
                Voting Stock of Holdings; provided, however, that for purposes
                of this Section 1(b)(i), the following acquisitions shall not
                constitute a Change in Control: (A) any acquisition by
                Holdings of Voting Stock of Holdings, or (B) any acquisition
                of Voting Stock of


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                Holdings by any employee benefit plan (or related trust)
                sponsored or maintained by Holdings or any Subsidiary; or

          (ii)  individuals who, as of the date hereof, constitute the
                Holdings Board (the "Incumbent Board," (as modified by this
                Section 1(b)(ii))) cease for any reason to constitute at least
                a majority of the Holdings Board; provided, however, that any
                individual becoming a Director subsequent to the date hereof
                whose election, or nomination for election by the shareholders
                of Holdings, was approved by a vote of at least two-thirds of
                the Directors then comprising the Incumbent Board (either by a
                specific vote or by approval of the proxy statement of
                Holdings in which such person is named as a nominee for
                director, without objection to such nomination) shall be
                deemed to have been a member of the Incumbent Board, but
                excluding, for this purpose, any such individual whose initial
                assumption of office occurs as a result of an actual or
                threatened election contest (within the meaning of Rule 14a-11
                of the Act) with respect to the election or removal of
                Directors or other actual or threatened solicitation of
                proxies or consents by or on behalf of a Person other than the
                Holdings Board; or

          (iii) consummation of a reorganization, merger or consolidation, a
                sale or other disposition of all or substantially all of the
                assets of Holdings, or other transaction (each, a "Business
                Combination"), unless, in each case, immediately following
                such Business Combination, either (A)(I) the individuals and
                entities who were the beneficial owners of Voting Stock of
                Holdings immediately prior to such Business Combination
                beneficially own in the aggregate, directly or indirectly,
                more than 50% of the combined voting power of the then
                outstanding shares of Voting Stock of the entity resulting
                from such Business Combination (including, without limitation,
                an entity which as a result of such transaction owns Holdings
                or all or substantially all of the assets of Holdings either
                directly or through one or more subsidiaries), (II) no Person
                (other than Holdings, such entity resulting from such Business
                Combination, or any employee benefit plan (or related trust)
                sponsored or maintained by Holdings, any Subsidiary or such
                entity resulting from such Business Combination) beneficially
                owns, directly or indirectly, 25% or more of the combined
                voting power of the then outstanding shares of Voting Stock of
                the entity resulting from such Business Combination, and (III)
                at least a majority of the members of the board of directors
                of the entity


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                resulting from such Business Combination were members of the
                Incumbent Board at the time of the execution of the initial
                agreement or of the action of the Holdings Board providing for
                such Business Combination, or (B) the same as Section
                1(b)(iii)(A), except in clause (I), substituting "one-third" for
                "50%," and in clause (III), substituting "two-thirds" for "a
                majority";

          (iv)  approval by the shareholders of Holdings of a complete
                liquidation or dissolution of Holdings, except pursuant to a
                Business Combination that complies with clause (A) or (B) of
                Section 1(b)(iii); or

          (v)   a sale or other disposition of (A) shares of Voting Stock of
                the Company representing at least 50% of the combined voting
                power of the then outstanding shares of Voting Stock of the
                Company, or (B) all or substantially all of the assets of the
                Company, unless, in either case, the individuals and entities
                who were the beneficial owners of Voting Stock of Holdings
                immediately prior to such sale or disposition beneficially own
                in the aggregate, directly or indirectly, more than 50% of the
                combined voting power of the then outstanding shares of Voting
                Stock of the entity acquiring such Voting Stock or assets of
                the Company.

     (c)  "Company Board" means the Board of directors of the Company.

     (d)  "Competitive Activity" means the Executive's participation, without
          the written consent of the Company Board, in the management of any
          business enterprise if such enterprise engages in substantial and
          direct competition with the Company and such enterprise engages in
          substantial and direct competition with the Company if such
          enterprise's sales of any product or service competitive with any
          product or service of the Company amounted to 10% of such enterprise's
          net sales for its most recently completed fiscal year and if the
          Company's net sales of said product or service amounted to 10% of the
          Company's net sales for its most recently completed fiscal year.
          "Competitive Activity" shall not include (i) the mere ownership of
          securities in any such enterprise [which is a company whose shares are
          quoted or dealt in on any recognized investment exchange (as defined
          by Section 207(1) of the Financial Services Act 1986] and the exercise
          of rights appurtenant thereto or (ii) participation in the management
          of any such enterprise other than in connection with the competitive
          operations of such enterprise.

     (e)  "Director" means a member of the Holdings Board.


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     (f)  "Holdings" means Scottish Annuity & Life Holdings, Ltd., a Cayman
          Islands, British West Indies company.

     (g)  "Holdings Board" means the Board of Directors of Holdings
          ("Holdings").

     (h)  "Incapacity" means sickness or injury rendering the Executive
          incapable of performing services in accordance with the provisions of
          this Agreement.

     (i)  "Ordinary Shares" means the ordinary shares, par value $0.01 per
          share, of Holdings.

     (j)  "Subsidiary" means an entity in which Holdings directly or indirectly
          beneficially owns 50% or more of the outstanding Voting Stock.

     (k)  "Total Cash Compensation" means the sum of the (i) highest annual Base
          Salary in effect during the Term; and (ii) highest annual Incentive
          Bonus (as set forth in Section 6(b)) earned during the prior three (3)
          fiscal years.

     (l)  "Voting Stock" means securities entitled to vote generally in the
          election of directors.

2.   Employment.

     The Company hereby agrees to employ Executive, and Executive hereby agrees
     to be employed with the Company for the Term, upon the terms and conditions
     herein set forth.

3.   Term.

     The term of employment under this Agreement (the "Initial Term") shall
     commence on May 1, 2003 ("Commencement Date") and subject to earlier
     termination pursuant to Section 7, expire on the third anniversary of the
     Commencement Date; provided, however, that commencing on the third
     anniversary of the Commencement Date, this Agreement will automatically be
     renewed for successive one-year periods (the "Additional Term"), subject to
     earlier termination pursuant to Section 7, unless either party provides
     written notice of non-renewal to the other pursuant to Section 14 at least
     ninety (90) days prior to the end of the Initial Term or any Additional
     Term. The Initial Term and any Additional Term shall be referred to under
     this Agreement as the "Term"; provided, however, that if a Change in
     Control occurs during the Term (as determined without regard to this
     clause), then the Term shall include the period ending on the second
     anniversary of the first occurrence of a Change in Control.


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4.   Positions and Duties; Hours of Work; Suspension.

     (a)  During the Term, Executive will serve in the position of Managing
          Director and Chief Executive Officer of the Company, or such other
          positions as may be agreed upon by the Company and the Executive, and
          will have such duties, functions, responsibilities and authority as
          are (i) reasonably assigned to him by the Company Board, consistent
          with Executive's positions as the Company's Managing Director and
          Chief Executive Officer or (ii) assigned to his office in the
          Company's Articles of Association. Executive will report directly to
          the Chairman of the Company.

     (b)  During the Term, Executive will be the Company's full-time employee
          and, except as may otherwise be approved in advance in writing by the
          Company Board, and except during vacation periods and reasonable
          periods of absence due to sickness, personal injury or other
          disability, Executive will devote substantially all of his business
          time and attention to the performance of his duties to the Company.
          Notwithstanding the foregoing, Executive may (i) subject to the
          approval of the Company Board, serve as a director of a company,
          provided such service does not constitute a Competitive Activity, (ii)
          serve as an officer, director or otherwise participate in purely
          educational, welfare, social, religious and civic organizations, (iii)
          serve as an officer, director or trustee of, or otherwise participate
          in, any organizations and activities with respect to which Executive's
          participation was disclosed to the Company in writing prior to the
          date hereof and (iv) manage personal and family investments.

     (c)  The Executive shall carry out his duties between 09.00 and 17.00
          Monday to Friday (inclusive) with a one hour break for lunch. The
          Executive's normal working week shall be 35 hours. However, the
          Executive will also be required to work (without any additional
          remuneration) any additional hours as are reasonably necessary or
          appropriate from time to time to carry out his duties properly and
          effectively. The Executive agrees that any cap on the average working
          time imposed by the Working Time Regulations 1998 will not apply to
          him.

     (d)  Notwithstanding the foregoing or any other provision of this Agreement
          the Company will not be under any obligation to provide the Executive
          with any work and the Company may immediately upon commencing any
          disciplinary investigation into the activities or conduct of the
          Executive without notice suspend the Executive and/or exclude him from
          all or any premises of the Company for any period not exceeding three
          months provided that throughout such period the Executive's Base
          Salary and other contractual benefits shall continue to be paid or
          provided by the


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          Company and provided further that at any time during such period the
          Executive will at the request of the Board immediately resign without
          claim for compensation from office as a director of the Company and
          any Associated Company and from any other office held by him in the
          Company or any Associated Company and in the event of his failure to
          do so the Company hereby irrevocably authorised to appoint some person
          in his name and on his behalf to sign and deliver such resignations to
          the Board.

5.   Place of Performance.

     In connection with his employment during the Term, unless otherwise agreed
     by Executive, Executive will be based at the Company's principal executive
     offices in Windsor, England; provided, however, that Executive agrees and
     acknowledges that in view of the nature of Company's business operations,
     Executive may be required in the performance of his duties to undertake
     substantial travel on behalf of the Company and, if necessary, requested to
     relocate to another executive office of the Company within the United
     Kingdom.

6. Compensation and Related Matters.

     As compensation and consideration for the performance by Executive of his
     obligations pursuant to this Agreement, Executive shall be entitled to the
     following:

     (a)  Base Salary. During the Term, the Company shall pay Executive an
          annual base salary ("Base Salary") of (pound)200,000, payable at the
          times and in the manner consistent with the Company's policies
          regarding compensation of executive employees but not less frequently
          than monthly. The Company agrees to review such compensation not less
          frequently than annually during the Term. Once increased, the Base
          Salary may not be decreased. The Base Salary as increased from time to
          time shall be referred to herein as "Base Salary".

     (b)  Incentive Bonus. For each calendar year that begins after December 31,
          2003, the Company shall pay a cash bonus to Executive based upon
          pre-established performance goals established by the Company (the
          "Incentive Bonus"). For the calendar year ending on December 31, 2003,
          Executive shall receive a guaranteed minimum Incentive Bonus equal to
          25% of Executive's Base Salary. Any Incentive Bonus shall be payable
          at the times and in the manner consistent with the Company's policies
          regarding compensation of executive employees.


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     (c)  Executive Benefits. During the Term, the Company will make available
          to Executive and his eligible dependents, participation in all
          Company-sponsored employee benefit plans including all employee
          retirement income and welfare benefit policies, plans, programs or
          arrangements in which senior executives of the Company participate,
          including any stock option, stock purchase, stock appreciation,
          savings, pension, supplemental executive retirement or other
          retirement income or welfare benefit, disability, salary continuation,
          and any other deferred compensation, incentive compensation, group
          and/or executive life, health, medical/hospital or other insurance,
          expense reimbursement or other employee benefit policies, plans,
          programs or arrangements, including without limitation financial
          counseling services or any equivalent successor policies, plans,
          programs or arrangements that may now exist or be adopted hereafter by
          the Company. Details of such plans will be provided to the Executive
          when available, and save as provided therein, the terms of such plans
          may be amended at the Company's discretion.

     (d)  Expenses. The Company will promptly reimburse Executive for all
          reasonable business expenses Executive incurs in order to perform his
          duties to the Company under this Agreement in a manner commensurate
          with Executive's position and level of responsibility with the
          Company, and in accordance with the Company's policy regarding
          substantiation of expenses.

     (e)  Vacation and Holidays

          (i)   The Executive will (in addition to the usual public and bank
                holidays) be entitled during the continuance of his employment
                to 28 working day's paid holiday in each period of 12 months
                commencing on 1 January (the "Holiday Year").

          (ii)  Holiday shall be taken at such times as may be approved by the
                Chairman of the Company.

          (iii) The Executive may not, without the prior written consent of
                the Chairman of the Company carry forward more than six days
                unused holiday entitlement from one Holiday Year to another.

          (iv)  On the termination of his employment the Executive's
                entitlement to accrued holiday pay will be calculated on a pro
                rata basis in respect of each completed month of service in
                the Holiday Year in which his employment terminates and the
                appropriate amount will be paid to the Executive provided that
                if the Executive shall have taken more days' holiday than his
                accrued entitlement the Company is hereby authorised to make
                an appropriate deduction from any amounts due from the Company
                to the Executive.


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     (f)  Indemnification. The Executive shall be offered an opportunity to
          enter into Holdings' Indemnification Agreement substantially in the
          form attached hereto as Exhibit A effective as of the Commencement
          Date.

     (g)  Signing Bonus. The Company shall pay Executive a (pound)50,000 signing
          bonus upon execution of this Agreement.

     (h)  Initial Stock Option Grant. The Company shall grant Executive on the
          Commencement Date an option ("Option") to purchase up to 100,000
          Ordinary Shares of Holdings ("Option Agreement"), such Option to be
          exercisable at a per share price equal to the Market Value Per Share
          (as defined in Holdings 1999 Option Plan) on the date of grant and to
          be governed by the option agreement, a form of which is attached
          hereto as Exhibit B.

     (i)  Incapacity.

          (i)   The Executive shall, subject to complying with the Company's
                rules governing notification and evidence of absence by reason
                of Incapacity for the time being in force, be entitled to
                payment of his salary (which shall include any entitlement to
                statutory sick pay or social security benefits to which he may
                be entitled) in respect of absence by reason of Incapacity in
                respect of the first 180 days' absence in any 12-month period
                PROVIDED THAT whilst the Executive is entitled to be paid
                during Incapacity there shall be deducted therefrom the
                aggregate of any amounts receivable by the Executive by virtue
                of any sickness, accident benefit or permanent health scheme
                operated by or on behalf of the Company (except insofar as
                such amounts represent reimbursement of medical or nursing
                fees or expenses incurred by the Executive) and the amount of
                any social security sickness or other benefit to which the
                Executive may be entitled.

          (ii)  If the Executive shall have been absent from work due to
                sickness injury or other incapacity for180 days or more in any
                12-month period then he shall receive such benefits (if any)
                as the Company may in its absolute discretion decide.


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          (iii) If any Incapacity is caused by any alleged action or wrong of
                a third party and the Executive decides to claim damages in
                respect thereof, then the Executive will use all reasonable
                endeavours to recover damages for loss of earnings over the
                period for which salary has been or will be paid to him by the
                Company under Clause 6(i)(i), and will account to the Company
                for any such damages recovered (net of the reasonable costs of
                recovery and in an amount not exceeding the actual salary paid
                or payable to him by the Company under Clause 6(i)(i) in
                respect of the said period.) The Executive will keep the
                Company informed of the commencement, progress and outcome of
                any such claim.

     (j)  Disciplinary and Grievance Procedure.

          (i)   For statutory purposes there are no formal disciplinary or
                grievance procedures in relation to the Executive's
                employment. The Executive will be expected to maintain the
                highest standards of integrity and behaviour.

          (ii)  If the Executive is not satisfied with any disciplinary
                decision taken in relation to him he may appeal in writing
                within 14 days of that decision to the Chairman of the Company
                whose decision shall be final.

          (iii) If the Executive has a grievance regarding his employment it
                should in the first instance be taken up with the Chairman of
                the Company.

     (k)  There are no collective agreements which apply to the Executive's
          employment.

7.   Termination.

     (a)  Termination by the Company with Cause. The Company shall have the
          right to terminate Executive's employment at any time with Cause by
          providing a Notice of Termination to Executive in accordance with
          Section 7(g) not more than sixty (60) days after the Company's actual
          knowledge of the Cause event, and such termination shall not be deemed
          to be a breach of this Agreement. For purposes of this Agreement,
          "Cause" shall mean: (i) habitual drug or alcohol use which impairs
          Executive's ability to perform his or her duties hereunder; (ii)
          Executive's conviction during the Term by a court of competent
          jurisdiction, or a pleading of "no contest" or guilty to an arrestable
          criminal offense resulting in the imposition of a custodial sentence;
          (iii) Executive's


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          engaging in fraud, embezzlement or any other illegal conduct with
          respect to the Company or Holdings, which acts are materially harmful
          to, either financially, or to the business reputation of the Company
          or Holdings; (iv) Executive's willful breach of Section 9 hereof; (v)
          Executive's willful and continued failure or refusal to perform his
          duties hereunder (other than such failure caused by Executive's
          Disability), after a written demand for performance is delivered to
          Executive by the Company that specifically identifies the manner in
          which the Company believes that Executive has failed or refused to
          perform his duties; or (vi) Executive otherwise breaches any material
          provision of this Agreement which is not cured, if curable, within
          thirty (30) days after written notice thereof. No act or failure to
          act on the part of Executive shall be deemed "intentional" if it was
          due primarily to an error in judgment or negligence, but shall be
          deemed "intentional" only if done or omitted to be done by Executive
          not in good faith and without reasonable belief that his action or
          omission was in the best interest of the Company and Holdings.

     (b)  Death. In the event Executive dies during the Term, his employment
          shall automatically terminate effective on the date of his death, such
          termination shall not be deemed to be a breach of this Agreement, and
          the Company shall pay or provide to the Executive's beneficiaries or
          estate, as appropriate, as soon as practicable after the Executive's
          death, the amounts and benefits provided for in Section 8(d).

     (c)  Disability. In the event Executive shall suffer from a mental or
          physical disability which shall have prevented him from performing his
          material duties hereunder for a period of at least one-hundred eighty
          (180) non-consecutive days within any 365 day period, the Company
          shall have the right to terminate Executive's employment for
          "Disability," such termination to be effective upon the giving of
          notice thereof to the Executive in accordance with Section 7(g)
          hereof, such termination shall not be deemed to be a breach of this
          Agreement, and the Company shall provide to the Executive the amounts
          and benefits provided for in Section 8(d). Executive's employment
          hereunder shall terminate effective on the 30th day after receipt of
          such notice by Executive (the "Disability Effective Date"); provided
          that Executive shall not have returned to full-time performance of his
          duties hereunder within thirty (30) days following receipt of such
          notice.

          Providing always that the Company warrants that Executive's employment
          will not be terminated by the Company if Executive is receiving
          benefits under the Company PHI scheme or is awaiting a decision from
          the PHI scheme insurers in respect of benefits under the PHI


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          scheme, where continuing employment is a prerequisite to the
          Executive's receipt of benefits under such scheme.

     (d)  Good Reason.

          (i)  Executive may terminate his employment with the Company for "Good
               Reason" and such termination shall not be deemed to be a breach
               of this Agreement. Executive shall have Good Reason if Executive
               has knowledge that one of the events described in Section
               7(d)(ii) has occurred without Executive's written consent and (A)
               if the event is not curable, Executive gives a Notice of
               Termination to the Company pursuant to Section 7(g) within sixty
               (60) days after having knowledge of the event, or (B) if the
               event is curable, (I) Executive gives written notice to the
               Company thereof in accordance with Section 14 within sixty (60)
               days after having knowledge of the event, (II) such event has not
               been cured within thirty (30) days after the Executive gives
               notice of the event to the Company, and (III) Executive gives a
               Notice of Termination to the Company in accordance with Section
               7(g) within thirty (30) days after the expiration of the
               Company's 30-day cure period.

          (ii) For purposes of this Agreement, "Good Reason" shall mean (A)
               prior to a Change in Control, (I) a failure by the Company to
               comply with any material provision of this Agreement; (II) the
               liquidation, dissolution, merger, consolidation or reorganization
               of the Company or all of its business and/or assets, unless the
               successor(s) assume all duties and obligations of the Company
               pursuant to Section 13(a); or (III) upon the provision of notice
               by the Company under Section 3 of non-renewal of the Agreement,
               and (B) on or after a Change in Control, (I) any of the events
               set forth in Section 7(d)(ii)(A); (II) any material and adverse
               change to Executive's duties or authority which are inconsistent
               with his title and position set forth herein; (III) a diminution
               of Executive's title or position; (IV) the relocation of
               Executive's office; (V) a reduction in Executive's Base Salary;
               or (VI) a material reduction of Executive's benefits provided
               pursuant to Section 6 other than a reduction permitted under
               terms and conditions of the applicable Company policy or benefit
               plan.

     (e)  Without Good Reason. Executive may voluntarily terminate his
          employment with the Company without Good Reason by giving written
          notice to the Company as provided in Section 7(g). Such notice must be
          provided to the Company at least thirty (30) days prior to such


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          termination. Such termination shall not be deemed to be a breach of
          this Agreement.

     (f)  Without Cause. This Company shall have the right to terminate
          Executive's employment hereunder without Cause by providing written
          notice to Executive as provided in Section 7(g), and such termination
          shall not be deemed to be a breach of this Agreement. "Without Cause"
          shall mean for any reason other than Cause, death or Disability, as
          provided in Sections 7(a), 7(b) and 7(c).

     (g)  Notice of Termination; Garden Leave.

          (i)   Any termination of Executive's employment by the Company
                pursuant to Section 7(a), 7(c) or 7(f), or by Executive
                pursuant to Section 7(d) or 7(e), shall be communicated by a
                Notice of Termination to the other party hereto in accordance
                with this Section 7(g) and Section 14. For purposes of this
                Agreement, a "Notice of Termination" means a written notice
                that (A) indicates the specific termination provision in this
                Agreement relied upon, (B) to the extent applicable, sets
                forth in reasonable detail the facts and circumstances claimed
                to provide a basis for termination of the Executive's
                employment under the provision so indicated and (C) if the
                Date of Termination (as defined in Section 7(h)) is other than
                the date of receipt of such notice, specifies the Date of
                Termination. The failure by the Executive or the Company to
                set forth in the Notice of Termination any fact or
                circumstance that contributes to a showing of Good Reason or
                Cause shall not waive any right of the Executive or the
                Company, respectively, hereunder or preclude the Executive or
                the Company, respectively, from asserting such fact or
                circumstance in enforcing the Executive's or Company's rights
                hereunder.

          (ii)  Any Notice of Termination by the Company for Cause shall be
                ratified by a resolution duly adopted by the affirmative vote
                of not less than two-thirds of the Company Board then in
                office (excluding, for this purpose, the Executive, if the
                Executive is then a member of the Company Board) at a meeting
                of the Company Board called and held for such purpose, after
                reasonable notice to the Executive and an opportunity for the
                Executive, together with his counsel (if the Executive chooses
                to have counsel present at such meeting), to be heard before
                the Company Board, finding that, in the good faith opinion of
                the Company Board, the Executive had committed an act
                constituting "Cause" as defined in Section 7(a) and specifying
                the particulars thereof in detail.


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          (iii) After notice of termination has been given by the Executive,
                or if the Executive seeks to resign without notice or by
                giving shorter notice than that required under this Agreement
                then provided the Company continues to pay the Executive's
                contractual benefits in accordance with the terms of this
                Agreement, the Company has at its discretion the right for the
                notice period or balance of the notice period then outstanding
                until the date of termination to:

                (A)  exclude the Executive from the Company's premises and
                     require the Executive not to attend at the Company's
                     premises; and/or

                (B)  require the Executive to carry out no duties; and/or

                (C)  require the Executive not to communicate or deal with
                     employees, agents, consultants, clients or other
                     representatives of the Company.

     (h)  Date of Termination. "Date of Termination" means (i) if the
          Executive's employment is terminated by the Company for Cause or by
          the Executive for Good Reason, the date of receipt of the Notice of
          Termination or any later date specified therein (but not more than
          thirty (30) days thereafter), as the case may be (although such Date
          of Termination shall retroactively cease to apply if the circumstances
          providing the basis of termination for Cause or Good Reason are cured
          in accordance with Section 7(a) or 7(d) of this Agreement, as the case
          may be), (ii) if Executive's employment is terminated by the Company
          other than for Cause or Disability, the Date of Termination shall be
          the date set forth in the Notice of Termination (iii) if Executive's
          employment is terminated by Executive without Good Reason, the Date of
          Termination shall be the date set forth in the Notice of Termination,
          but no sooner than thirty (30) days after such Notice of Termination
          is received by the Company and (iv) if Executive's employment is
          terminated by reason of death or Disability, the Date of Termination
          shall be the date of the Executive's death or the Disability Effective
          Date, as the case may be.

8.   Compensation upon Termination.

     If the Company or Executive terminates the Executive's employment during
     the Term, the Company shall pay to the Executive the amount(s) set forth
     below. The Compensation Payments described in Section 8(a) shall be paid,
     subject to all required deductions, in a lump sum to the Executive's bank
     account five (5) business days after the Date of Termination or date of
     expiration of this Agreement, as the case may be. Severance Pay and the
     Termination Bonus under


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<PAGE>

     Section 8(b) shall be paid, subject to all applicable deductions, into the
     Executive's bank account in six (6) equal monthly installments, the first
     installment to be paid five (5) business days after the effective date of
     the release described in Section 8(b):

     (a)  Compensation upon Termination for Cause or Without Good Reason. In the
          event of termination of Executive's employment by the Company for
          Cause or by the Executive without Good Reason, or by reason of
          expiration of the Term (if applicable), the Company shall pay the
          Executive his accrued, but unpaid Base Salary, accrued vacation pay
          and unpaid business expenses through the Date of Termination (the
          "Compensation Payments"), and the Executive shall be entitled to no
          other compensation, except as otherwise due to the Executive under
          applicable law. The Executive shall not be entitled to the payment of
          any bonus or other incentive compensation for any portion of the
          fiscal year in which such termination occurs.

     (b)  Compensation upon Termination by the Company Without Cause or upon
          Termination by the Executive for Good Reason. Subject to Section 8(c),
          in the event of the termination of the Executive's employment by the
          Company without Cause or upon termination of the Executive's
          employment by the Executive for Good Reason, the Company shall pay the
          Executive the Compensation Payments. In addition, conditioned upon
          receipt of the Executive's release of claims substantially in the form
          attached hereto as Exhibit C, subject to such changes as may be
          required to preserve the intent thereof for changes in applicable law,
          the Company shall pay or provide to the Executive, in lieu of notice
          and any statutory entitlement in respect of the termination of his
          employment, (i) as "Severance Pay", an amount equal to the sum of the
          Total Cash Compensation that Executive would have received during the
          Initial Term, such amount to be calculated from the date the
          Executive's employment was terminated to the date that is the third
          anniversary of the Commencement Date (the "Severance Calculation
          Period"), (ii) earned, but unpaid Incentive Bonus for the year of
          termination, as determined in the good faith opinion of the Company
          based upon the relative achievement of performance targets through the
          Date of Termination (the "Termination Bonus"), and (iii) the welfare
          benefits set forth in Section 8(f). Notwithstanding the foregoing
          provisions of this Section 8(b), (x) where the Severance Calculation
          Period is for twelve (12) calendar months or less or where termination
          takes place during the Additional Term, the sum payable under Section
          8(b)(i) shall be an amount equal to the sum of one (1) full year's
          Total Cash Compensation and (y) any right of the Executive to receive
          termination payments and


                                 Page 14 of 25
<PAGE>

          benefits under Section 8(b) shall be forfeited to the extent of any
          amounts payable or benefits to be provided after a material breach of
          any covenant set forth in Section 9.

     (c)  Compensation upon Termination in Connection with a Change in Control
          of the Company. If, within the period of time commencing on the date
          of the first occurrence of a Change in Control and continuing until
          the second anniversary of such occurrence of a Change in Control or,
          if earlier, until the Executive's death, the Executive's employment is
          terminated by the Company without Cause or by the Executive for Good
          Reason, then the provisions of Section 8(b) shall be applicable,
          except that an amount equal to 300% of the Executive's Total Cash
          Compensation shall be substituted in lieu of the amount set forth in
          Section 8(b)(i), and the Severance Calculation Period shall be
          inapplicable. For purposes of the preceding sentence, if a Change in
          Control occurs and not more than one-hundred twenty (120) days prior
          to the date on which the Change in Control occurs, the Executive's
          employment is terminated by the Company without Cause, such
          termination of employment shall be deemed a termination of employment
          after a Change in Control if the Executive has reasonably demonstrated
          that such termination of employment (i) was at the request of a third
          party who has taken steps reasonably calculated to effect a Change in
          Control, or (ii) otherwise arose in connection with or in anticipation
          of a Change in Control.

     (d)  Compensation upon Death or Disability. In the event of the Executive's
          death or the termination of employment due to Disability, the Company
          shall pay to the Executive (or beneficiaries, or estate, as the case
          may be) an amount equal to the sum of (i) the Compensation Payments
          and (ii) the Termination Bonus. Executive shall be entitled to any
          other rights, compensation and/or benefits as may be due to Executive
          in accordance with the terms and provision of any agreements, plans or
          programs of the Company.

     (e)  Set-Off, Counterclaim or Late Payment. There shall be no right of
          set-off or counterclaim in respect of any claim, debt or obligation
          against any payment to or benefit for the Executive provided for in
          this Agreement. Without limiting the rights of the Executive at law or
          in equity, if the Company fails to make any payment required to be
          made hereunder on a timely basis, the Company shall pay interest on
          the amount or value thereof at an annualized rate of interest equal to
          the "prime rate" as set forth from time to time during the relevant
          period in The ---- Wall Street Journal "Money Rates" column, plus four
          (4)%. Such interest shall be payable as it accrues on demand. Any
          change in such prime rate shall be effective on and as of the date of
          such change.


                                 Page 15 of 25
<PAGE>

     (f)  Welfare Benefits. If the Executive becomes entitled to the benefits
          provided by Section 8(b) or 8(c), then in addition to such benefits,
          for a period following the Date of Termination equal to the greater of
          the remaining Term or twelve (12) months (the "Continuation Period"),
          the Company shall arrange to provide the Executive with health
          insurance, life insurance, and other medical benefits substantially
          similar to those that the Executive was receiving or entitled to
          receive immediately prior to the Date of Termination (or, if greater,
          immediately prior to the reduction, termination, or denial described
          in Section 7(d)(ii)(B)(VI), if applicable). If and to the extent that
          any benefit described in this Section 8(f) is not or cannot be paid or
          provided under any policy, plan, program or arrangement of the
          Company, then the Company will itself pay or provide for the payment
          to the Executive, his dependents and beneficiaries, of such benefits
          along with, in the case of any benefit described in this Section 8(f)
          that is subject to tax because it is not or cannot be paid or provided
          under any such policy, plan, program or arrangement of the Company, an
          additional amount such that after payment by the Executive, or his
          dependents or beneficiaries, as the case may be, of all taxes so
          imposed, the recipient retains an amount equal to such taxes.

     (g)  Scope and Nonduplication. The provision or payment of termination
          benefits under this Section 8 shall not affect any rights the
          Executive may have pursuant to any agreement, plan, policy, program or
          arrangement of the Company providing employee benefits, which rights
          shall be governed by the terms thereof or by the release described in
          Section 8; provided, however, that to the extent, and only to the
          extent, a payment or benefit that is paid or provided under this
          Section 8 would also be paid or provided under the terms of any
          applicable plan, program, or arrangement, including, without
          limitation, any severance program, such applicable plan, program,
          agreement or arrangement shall be deemed to have been satisfied by the
          payment made or benefit provided under this Agreement.

     (h)  Mitigation. In the event of the termination of the Executive by the
          Company without Cause, or by the Executive with Good Reason, the
          Executive shall not be required to mitigate damages by seeking other
          employment or otherwise as a condition to receiving termination
          payments or benefits under this Agreement. No amounts earned by the
          Executive after the Executive's termination by the Company without
          Cause or by the Executive with Good Reason, whether from
          self-employment, as a common law employee, or otherwise, shall reduce
          the amount of any payment or benefit under any provision of this
          Agreement.


                                 Page 16 of 25
<PAGE>

          Notwithstanding the foregoing, the Executive's coverage under the
          Company's group medical insurance as provided in Section 8(f) shall be
          reduced to the extent comparable welfare benefits are actually
          received by the Executive as soon as the Executive becomes covered
          under any group medical plan made available by another employer. The
          Executive shall report to the Company any such coverage actually
          received by the Executive.

     (i)  Resignations. Except to the extent requested by the Company, upon any
          termination of the Executive's employment with the Company, the
          Executive shall immediately resign all positions and directorships
          with the Company, Holdings and each of their subsidiaries and
          affiliates.

9.   Competitive Activity; Confidentiality; Non-solicitation.

     (a)  Executive acknowledges that during the course of his employment with
          the Company the Executive will learn business information valuable to
          the Company and Holdings and will form substantial business
          relationships with the Company's and Holdings' clients. To protect the
          Company's and Holdings' legitimate business interests in preserving
          its valuable confidential business information and client
          relationships, the Executive shall not without the prior written
          consent of the Company or Holdings, which consent shall not be
          unreasonably withheld, engage in any Competitive Activity during the
          Term or for a period of six (6) months following the termination of
          the Executive's employment.

     (b)  During the Term, and in consideration for the Executive's agreement to
          enter into this Agreement, the Company agrees that it will disclose or
          cause to be disclosed to Executive its Confidential or Proprietary
          Information (as defined in this Section 9(b)) to the extent necessary
          for Executive to carry out his obligations to the Company. The
          Executive hereby acknowledges the Company has a legitimate business
          interest in protecting its Confidential or Proprietary Information and
          hereby covenants and agrees that he will not without the prior written
          consent of the Company, during the Term or thereafter (i) disclose to
          any person not employed by the Company, or use in connection with
          engaging in competition with the Company, any Confidential or
          Proprietary Information of the Company or (ii) remove, copy or retain
          in his possession any Company files or records. For purposes of this
          Agreement, the term "Confidential or Proprietary Information" will
          include all information of any nature and in any form that is owned by
          the Company or by Holdings and that is not publicly available (other
          than by Executive's breach of this Section 9(b)) or generally known to
          persons engaged in businesses similar or related to those of the
          Company or


                                 Page 17 of 25
<PAGE>

          Holdings. Confidential or Proprietary Information will include,
          without limitation, the Company's and Holdings' financial matters,
          customers, employees, industry contacts, strategic business plans,
          product development (or other proprietary product data), marketing
          plans, and all other secrets and all other information of a
          confidential or proprietary nature. Confidential or Proprietary
          Information shall not be deemed to have become public for purposes of
          this Agreement where it has been disclosed or made public by or
          through anyone acting in violation of a contractual, ethical, or legal
          responsibility to maintain its confidentiality. The foregoing
          obligations imposed by this Section 9(b) shall not apply (x) during
          the Term, in the course of the business of and for the benefit of the
          Company or Holdings, (y) if such Confidential or Proprietary
          Information will have become, through no fault of the Executive,
          generally known to the public or (z) if the Executive is required by
          law to make disclosure (after giving the Company notice and an
          opportunity to contest such requirement).

     (c)  The Executive hereby covenants and agrees that during the Term and for
          six (6) months after the Date of Termination Executive will not,
          without the prior written consent of the Company, which consent shall
          not unreasonably be withheld, on behalf of Executive or on behalf of
          any person, firm or company, directly or indirectly, attempt to
          influence, persuade or induce, or assist any other person in so
          persuading or inducing, any senior employee of the Company or Holdings
          with whom the Executive has had direct contact during the course of
          his employment to give up employment or a business relationship with
          the Company or Holdings, and the Executive shall not directly or
          indirectly solicit or hire such employees of the Company or Holdings
          for employment with any other employer.

     (d)  The Executive agrees that on or before the Date of Termination the
          Executive shall return all Company property, including without
          limitation all credit, identification and similar cards, keys and
          documents, books, records and office equipment. The Executive agrees
          that he shall abide by, through the Date of Termination, the Company's
          and Holdings' policies and procedures for worldwide business conduct.

     (e)  Executive and the Company agree that the covenants contained in this
          Section 9 are reasonable under the circumstances, and further agree
          that if in the opinion of any court of competent jurisdiction any such
          covenant is not reasonable in any respect, such court will have the
          right, power and authority to excise or modify any provision or
          provisions of such covenants as to the court will appear not
          reasonable and to enforce the remainder of the covenants as so
          amended. Executive acknowledges and


                                 Page 18 of 25
<PAGE>

          agrees that the remedy at law available to the Company for breach of
          any of his obligations under this Section 9 would be inadequate and
          that damages flowing from such a breach may not readily be susceptible
          to being measured in monetary terms. Accordingly, Executive
          acknowledges, consents and agrees that, in addition to any other
          rights or remedies that the Company may have at law, in equity or
          under this Agreement, upon adequate proof of his violation of any such
          provision of this Agreement, the Company will be entitled to immediate
          injunctive relief and may obtain a temporary order restraining any
          threatened or further breach, without the necessity of proof of actual
          damage.

     (f)  Representations of the Executive. The Executive represents and
          warrants to the Company that:

          (i)   (A) There are no restrictions, agreements or understandings
                whatsoever to which the Executive is a party that would
                prevent or make unlawful the Executive's execution of this
                Agreement or the Executive's employment under this Agreement,
                or that is or would be inconsistent, or in conflict with this
                Agreement or the Executive's employment under this Agreement,
                or would prevent, limit or impair in any way the performance
                by the Executive of the obligations under this Agreement; and
                (B) the Executive has disclosed to the Company all restraints,
                confidentiality commitments or other employment restrictions
                that the Executive has with any other employer, person or
                entity.

          (ii)  Upon and after the Executive's termination or cessation of
                employment with the Company, and until such time as no
                obligations of the Executive to the Company hereunder exist,
                the Executive: (A) shall provide a complete copy of this
                Agreement to any prospective employer or other person, entity
                or association in a competing business with whom or which the
                Executive proposes to be employed, affiliated, engaged,
                associated or to establish any business or remunerative
                relationship prior to the commencement thereof, provided that
                Executive shall first cause the compensation amounts hereunder
                to be deleted or not disclosed; and (B) shall notify the
                Company of the name and address of any such person, entity or
                association prior to the Executive's employment, affiliation,
                engagement, association or the establishment of any business
                or remunerative relationship.


                                 Page 19 of 25
<PAGE>

10.  Intellectual Property.

     (a)  Subject to the relevant provisions of the Patents Act 1977, the
          Registered Designs Act 1949 and the Copyright Designs and Patents Act
          1988 if at any time in the course of his employment the Executive
          makes or discovers or participates in the making or discovery of any
          Intellectual Property relating to or capable of being used in the
          business of the Company or Holdings he will immediately disclose full
          details of such to the Company Board and at the request and expense of
          the Company he will do all things which may be necessary or desirable
          for obtaining appropriate forms of protection for the Intellectual
          Property in such parts of the world as may be specified by the Company
          and for vesting all rights in the same in the Company or its nominee.

     (b)  The Executive hereby irrevocably appoints the Company to be his
          attorney in his name and on his behalf to sign, execute or do any
          instrument or thing and generally to use his name for the purpose of
          giving to the Company or its nominee the full benefit of the
          provisions of Clause 10(a) and in favour of any third party a
          certificate in writing signed by any director or the secretary of the
          Company that any instrument or act falls within the authority
          conferred by Clause 10(a) shall be conclusive evidence that such is
          the case.

     (c)  The Executive hereby waives all of his moral rights (as defined in the
          Copyright Designs and Patents Act 1988) in respect of any acts of the
          Company or any acts of third parties done with the Company's authority
          in relation to any Intellectual Property which is the property of the
          Company by virtue of Clause 10(a).

     (d)  All rights and obligations under this Clause in respect of
          Intellectual Property made or discovered by the Executive during his
          employment will continue in full force and effect after the
          termination of his employment and will be binding upon the Executive's
          personal representatives.

11.  Legal Fees and Expenses.

     If it should appear to Executive that the Company has failed to comply with
     any of its obligations under this Agreement or in the event that the
     Company or any other person takes or threatens to take any action to
     declare this Agreement void or unenforceable, or institutes any litigation
     or other action or proceeding designed to deny, or to recover from,
     Executive the benefits provided or intended to be provided to Executive
     hereunder, the Company irrevocably authorizes Executive from time to time
     to retain counsel of Executive's choice at


                                 Page 20 of 25
<PAGE>

     the expense of the Company as hereafter provided, to advise and represent
     Executive in connection with any such interpretation, enforcement or
     defense, including without limitation the initiation or defense of any
     litigation or other legal action, whether by or against the Company or any
     director, officer, stockholder or other person affiliated with the Company,
     in any jurisdiction. Notwithstanding any existing or prior attorney-client
     relationship between the Company and such counsel, the Company irrevocably
     consents to Executive's entering into an attorney-client relationship with
     such counsel, and in that connection the Company and Executive agree that a
     confidential relationship shall exist between Executive and such counsel.
     Without respect to whether Executive prevails, in whole or in part, in
     connection with any of the foregoing, the Company will pay and be solely
     financially responsible for any and all attorneys, and related fees and
     expenses incurred by Executive in connection with any of the foregoing;
     provided that, in regard to such matters, the Executive has not acted in
     bad faith or with no colorable claim of success. Such payments shall be
     made within five (5) business days after delivery of Executive's written
     requests for payment, accompanied by such evidence of fees and expenses
     incurred as the Company may reasonably require. Notwithstanding the
     foregoing provisions of this Section 11, the obligations of the Company
     under this Section 11 shall not exceed, in the aggregate, (pound)35,000.00.

12.  Withholding of Taxes.

     The Company may withhold from any amounts payable under this Agreement all
     applicable taxes that the Company is required to withhold pursuant to any
     applicable law, regulation or ruling.

13.  Successors and Binding Agreement.

     (a)  The Company will require any successor (whether direct or indirect, by
          purchase, merger, consolidation, reorganization or otherwise) to all
          or substantially all of the business or assets of the Company, by
          agreement in form and substance reasonably satisfactory to Executive,
          expressly to assume and agree to perform this Agreement in the same
          manner and to the same extent the Company would be required to perform
          if no such succession had taken place. This Agreement will be binding
          upon and inure to the benefit of the Company and any successor to the
          Company, including without limitation any persons acquiring directly
          or indirectly all or substantially all of the business or assets of
          the Company whether by purchase, merger, consolidation, reorganization
          or otherwise (and such successor shall thereafter be deemed the
          "Company" for the purposes of this Agreement), but will not otherwise
          be assignable, transferable or delegable by the Company.


                                 Page 21 of 25
<PAGE>

     (b)  This Agreement will inure to the benefit of and be enforceable by
          Executive's personal or legal representatives, executors,
          administrators, successors, heirs, distributees and legatees.

     (c)  This Agreement is personal in nature and neither of the parties hereto
          shall, without the consent of the other, assign, transfer or delegate
          this Agreement or any rights or obligations hereunder except as
          expressly provided in Sections 13(a) and 13(b). Without limiting the
          generality or effect of the foregoing, Executive's right to receive
          payments hereunder will not be assignable, transferable or delegable,
          whether by pledge, creation of a security interest, or otherwise,
          other than by a transfer by Executive's will or by the laws of descent
          and distribution and, in the event of any attempted assignment or
          transfer contrary to this Section 13(c), the Company shall have no
          liability to pay any amount so attempted to be assigned, transferred
          or delegated.

14.  Notices.

     For all purposes of this Agreement, all communications, including without
     limitation notices, consents, requests or approvals, required or permitted
     to be given hereunder shall be in writing and shall be deemed to have been
     duly given when hand delivered or dispatched by electronic facsimile
     transmission (with receipt thereof orally confirmed), or five (5) business
     days after having been mailed by United States registered or certified
     mail, return receipt requested, postage prepaid, or three (3) business days
     after having been sent by an internationally recognized overnight courier
     service, addressed to the Company (to the attention of the Chief Executive
     Officer of the Company) at its principal executive office and to Executive
     at his principal residence, or to such other address as any party may have
     furnished to the other in writing and in accordance herewith, except that
     notices of changes of address shall be effective only upon receipt.

15.  Governing Law.

     The validity, interpretation, construction and performance of this
     Agreement will be governed by and construed in accordance with the
     substantive laws of England, without giving effect to the principles of
     conflict of laws, except as expressly provided herein. In the event the
     Company exercises its discretion under Section 9(e) to bring an action to
     enforce the covenants contained in Section 9 in a court of competent
     jurisdiction where the Executive has breached or threatened to breach such
     covenants, and in no other event, the parties agree that the court may
     apply the law of the jurisdiction in which such action is pending in order
     to enforce the covenants to the fullest extent permissible. Notwithstanding
     the foregoing, to the extent that Bermuda law restricts the



                                 Page 22 of 25
<PAGE>

     ability of the Company to fully comply with the express terms of this
     Agreement, the Company may modify this Agreement to the extent necessary to
     comply with such law and such modification shall not be deemed to be a
     breach of this Agreement by the Company.

16.  Validity.

     Any provision of this Agreement that is deemed invalid, illegal or
     unenforceable in any jurisdiction shall, as to that jurisdiction, be
     ineffective, to the extent of such invalidity, illegality or
     unenforceability, without affecting in any way the remaining provisions
     hereof in such jurisdiction or rendering that or any other provisions of
     this Agreement invalid, illegal or unenforceable in any other jurisdiction.
     If any covenant in Section 9 should be deemed invalid, illegal or
     unenforceable because its time, geographical area, or restricted activity,
     is considered excessive, such covenant shall be modified to the minimum
     extent necessary to render the modified covenant valid, legal and
     enforceable.

17.  Miscellaneous.

     No provision of this Agreement may be modified, waived or discharged unless
     such waiver, modification or discharge is agreed to in writing signed by
     the Executive and the Company. No waiver by either party hereto at any time
     of any breach by the other party hereto or compliance with any condition or
     provision of this Agreement to be performed by such other party will be
     deemed a waiver of similar or dissimilar provisions or conditions at the
     same or at any prior or subsequent time. No agreements or representations,
     oral or otherwise, expressed or implied with respect to the subject matter
     hereof have been made by either party that are not set forth expressly in
     this Agreement. The headings used in this Agreement are intended for
     convenience or reference only and shall not in any manner amplify, limit,
     modify or otherwise be used in the construction or interpretation of any
     provision of this Agreement. References to Sections are references to
     Sections of this Agreement. Any reference in this Agreement to a provision
     of a statute, rule or regulation shall also include any successor thereto.

18.  Survival.

     Notwithstanding any provision of this Agreement to the contrary, the
     parties' respective rights and obligations under Sections 8, 9, 10, 11, 12
     and 13(b) will survive any termination or expiration of this Agreement or
     the termination of the Executive's employment for any reason whatsoever.


                                 Page 23 of 25
<PAGE>

19.  Beneficiaries.

     The Executive shall be entitled to select (and change, to the extent
     permitted under any applicable law) a beneficiary or beneficiaries to
     receive any compensation or benefit payable hereunder following the
     Executive's death, and may change such election, in either case by giving
     the Company written notice thereof in accordance with Section 14. In the
     event of the Executive's death or a judicial determination of the
     Executive's incompetence, reference in this Agreement to the "Executive"
     shall be deemed, where appropriate, to the Executive's beneficiary, estate
     or other legal representative.

20.  Counterparts.

     This Agreement may be executed in one or more counterparts, each of which
     shall be deemed to be an original but all of which together will constitute
     one and the same agreement.

21.  Entire Agreement.

     The terms of this Agreement are intended by the parties to be the final
     expression of their agreement with respect to the Executive's employment by
     the Company and may not be contradicted by evidence of any prior or
     contemporaneous agreement. The parties further intend that this Agreement
     shall constitute the complete and exclusive statement of its terms and that
     no extrinsic evidence whatsoever may be introduced in any judicial,
     administrative, or other legal proceedings to vary the terms of this
     Agreement.


                  [Remainder of Page Intentionally Left Blank]


                                 Page 24 of 25
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first written above.


                                   /s/ David Huntley
                                   -------------------------------------------
                                   David Huntley




                                   WORLD-WIDE HOLDINGS LIMITED



                                   By:     /s/ Scott E. Willkomm
                                           -----------------------------------
                                   Name:   Scott E. Willkomm
                                   Title:  Director



                                 Page 25 of 25