exv10w13



 





Exhibit 10.13




THIS AGREEMENT is dated as of the 23rd July 2001.








BETWEEN




(1) NEWSQUEST MEDIA GROUP LTD a company having its registered office at
Newspaper House, 34-44 London Road, Morden, Surrey SM4 5BR (the “Company”); and



(2) PAUL DAVIDSON (the “Executive”).



WHEREAS



The Executive is a director and is employed by the Company and it is desired to
regulate the terms of the Executive’s employment with the Company.



NOW IT IS HEREBY AGREED



1. JOB TITLE



The Company agrees to employ the Executive and the Executive agrees to act as
Chief Executive of the Company or in such other appointment as may from time to
time be agreed (the “Appointment”) and the Executive agrees to serve the
Company upon the terms set out in this Agreement.



The Executive will report to the President of Gannett Co., Inc.



2. PERIOD




(a) The Appointment shall commence on the date hereof and (subject
to the provisions for termination of this Agreement) shall
continue until terminated by either party giving to the other not
less than 12 months previous notice in writing to that effect.




(b) Notwithstanding the provisions of Sub-Clause 2(a) the
Appointment will terminate automatically when the Executive
reaches the age of sixty five.




(c) The Company may at its absolute discretion elect to terminate
the employment of the Executive with immediate effect by paying to
the Executive salary and an amount equal to the value of the other
benefits available to the Executive hereunder in lieu of notice.



3. DUTIES OF EXECUTIVE



During the continuance of the Appointment:




(a) The Executive shall devote the whole of his time, attention
and skill to the duties of his office and shall faithfully,
efficiently, competently and diligently perform such duties and
exercise such powers as may from time to time be assigned to or
vested in him and shall obey all reasonable and lawful directions
given to him by or under the authority of the



 









 






Board and use all reasonable endeavours to promote and extend the
Company’s business and to protect and further the interest and
reputation of the Company;




(b) the Company reserves the right to assign to the Executive
duties of a different nature to those which are consistent with
the job title set out in Clause 1 provided such duties are of an
equivalent or higher status to those consistent with the job title
set out in Clause 1;




(c) the Executive may be required in pursuance of his duties
hereunder to perform services not only for the Company but also
for any associated company for so long as the Company requires and
(without further remuneration) to accept such offices in any
associated company as the Company may from time to time reasonably
require and the Executive shall carry out such duties as if they
were duties to be performed by him on behalf of the Company and
the obligations contained herein shall apply mutatis mutandis as
if all references to “the Company” are references to the relevant
associated company;




(d) the Executive hereby agrees that the Company shall be entitled
from time to time without any further consent to second him to the
employment of any associated company but without prejudice to his
rights hereunder and the Executive shall carry out such duties as
if they were duties to be performed by him on behalf of the
Company and the obligations contained herein shall apply mutatis
mutandis as if all references to “the Company” are references to
the relevant associated company;




(e) the Executive hereby warrants to the Company that he shall
not, as a consequence of carrying out his duties hereunder, or
entering into this Agreement or other agreements or arrangements
made or to be made between the Company or any associated company
and him commit any breach of any terms express or implied (whether
concerning confidentiality, non-competition or otherwise) of any
contract with or of any other obligation to any third party
binding upon him;




(f) the Executive shall not during the term of this Agreement
(except with the prior consent in writing of the Board) be
directly or indirectly engaged or concerned in the conduct of any
other business which is wholly or partly in competition with any
business carried on by the Company or any associated company
whether by himself or in partnership with or as agent, employee or
representative of any third party nor shall he be directly or
indirectly interested in any such business save through his
holding or being interested in investments (quoted or unquoted)
not representing more than one per cent of the issued securities
of any class of any one company;




(g) the Executive shall, if called upon to do so and without any
further remuneration other than is herein mentioned, perform his
duties hereunder at premises in any part of the United Kingdom as
may be agreed between the Executive and the Company. If in
accordance with this sub-clause the Executive is required to
change his residence the Company will reimburse the Executive such
removal and other expense incidental to such change of residence
as the Company may consider fair and reasonable in the
circumstances together with the disturbance allowance in
accordance with the Company’s policy;




(h) the Executive shall at all times keep the Board promptly and
fully informed (in writing if so requested) of his conduct of the
business or affairs of the Company or any associated company and
provide such further information, written records and/or
explanation as the Board may reasonably require; and



 









 






(i) the Executive may be required in pursuance of his duties
hereunder to travel and stay on a temporary basis outside the
United Kingdom, but shall not, without his consent, be required to
reside outside the United Kingdom.



4. FURTHER OBLIGATIONS OF THE EXECUTIVE




(a) The Executive shall during the continuance of his employment
and for the period of 6 months after its termination comply (and
shall procure that his spouse or partner and his minor children
shall comply) with all applicable rules of law, New York Stock
Exchange regulations in respect of the stock of Gannett Co., Inc.,
and codes of conduct of the Company and any associated company for
the time being in force in relation to dealings in shares,
debentures or other securities of the Company or any associated
company or any unpublished price sensitive information affecting
the securities of any other company (provided that the Executive
shall be entitled to exercise any options granted to him under any
share option scheme established by the Company or any associated
company subject to the rules of any such scheme).




(b) The Executive shall in relation to any dealings in securities
of overseas companies comply with all laws of any foreign state
affecting dealings in the securities of such companies and all
regulations of any relevant stock exchanges on which such dealings
take place.




(c) During the continuance of his employment the Executive:




(i) shall not directly or indirectly procure accept
or obtain for his own benefit (or for the benefit of
any other person) any payment, rebate, discount,
commission, vouchers, gift entertainment, or other
benefit (“Gratuities”) from any third party in
respect of any business transacted or proposed to be
transacted (whether or not by him) or by or on
behalf of the Company or any associated company; and




(ii) shall observe the terms of any policy issued by
the Company in relation to Gratuities; and




(iii) shall immediately disclose and account to the
Company for any Gratuities received by him (or by
any other person on his behalf or at his
instruction).



5. SALARY AND OTHER BENEFITS



During the continuance of the Appointment:




(a) The Company shall pay to the Executive a salary at the rate of
TWO HUNDRED AND FIFTEEN THOUSAND POUNDS (GBP 215,000) per annum or
such rate as may from time to time be agreed by the Company, such
salary to be subject to review in January each year beginning
January 2003 (any adjustment not to be downwards) and shall be
inclusive of any other remuneration from the Company or any
associated company including, without prejudice to the above
generality, any fees receivable by the Executive as a Director of
the



 









 






Company or any associated company. The said salary (less tax and
statutory deductions) shall be payable to the Executive by equal
monthly payments two weeks in arrears on the fifteenth day of each
month and shall be deemed to accrue on a daily basis;




(b) The Executive shall during the continuance of his employment,
be entitled to be paid bonuses on achievement of or exceeding
performance levels set annually by the Remuneration Committee;




(c) The Company shall refund to the Executive, subject where
appropriate to the production of vouchers, all reasonable
out-of-pocket expenses properly incurred by him in the performance
of his duties including expenses of entertainment, subsistence and
travelling and where the Company issues a company sponsored credit
or charge card the Executive shall use such card only for those
expenses reimbursable in terms of this Sub-Clause 5(c) and the
Company reserves the right in its absolute discretion to withdraw
the use of such card(s) from the Executive at any time without
assigning any reason therefore;




(d) The Executive shall conform to such hours of work as may from
time to time reasonably be required of him in the performance of
his duties hereunder for the Company or any associated company and
shall not be entitled to receive any additional remuneration for
work outside the normal hours;




(e) The Executive shall be entitled without loss of remuneration
to 25 working days holiday in each holiday year of the Company
which is the calendar year (in addition to Bank and other public
holidays) to be taken at such time or times as the Company may
approve. The Executive shall not be entitled to carry forward any
annual holiday entitlement foregone by him for any reason during
the holiday year in which it accrued. Neither Saturday nor Sunday
shall be regarded as a working day. Upon the termination of his
employment the Executive’s entitlement to accrued holiday pay
shall 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 shall 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 the Executive’s
final salary payment;




(f) Without prejudice to the Company’s rights under clause 9 below
during any period of absence from work due to sickness or accident
the Executive shall (after giving the Company when required
evidence satisfactory to it of incapacity and continuing
incapacity to work) be paid as follows:




Period of Service Duration of Benefit




Under 1 year 15 weeks in any period of 12 months

1 year but under 5 years 30 weeks in any period of 12 months

5 years and over 52 weeks in any period of 18 months




In each case there shall be deducted from the
Executive’s remuneration any statutory sick pay or
sick pay or social security benefits under which he
is entitled to claim in consequence of such sickness
or accident under the National Insurance scheme for
the time being in force (whether such income benefit
is



 









 






received or not) and/or any scheme for the time
being in force of which by virtue of his employment
with the Company he is a non-contributory member
provided that after the period of twelve months the
payment of salary shall be at the discretion of the
Company.




(g) subject to the rules for the time being applicable thereto the
Executive shall be entitled to continued membership of the
Enhanced Section of the Newsquest Pension Scheme (the “Scheme”).
Whilst the Executive continues in membership changes in the rules
of the Scheme will be notified in writing to the Executive within
one month and copies of the rules of the Scheme for the time being
in force will be made available to him for inspection on
application to the Secretary of the Company. The Company has
special arrangements for employees who are affected by the
earnings cap (introduced by the Finance Act 1989) and details of
the arrangements which apply to the Executive are contained in a
separate letter from the Company to the Executive;




(h) the Company shall provide the Executive, his spouse and his
unmarried children (if any) under the age of 21 (or under the age
of 25 if they are continuing in full time education) with
membership of a private health scheme without excess, or at the
discretion of the Board at an alternative private health scheme
providing similar benefits;




(i) the Company will maintain Director’s and Officer’s Liability
Insurance for the Executive during the course of his employment at
a level at which such insurance is normally maintained for
businesses of the size of the Company such insurance will cover
the Executive’s reasonable legal costs incurred by him in
defending any action brought against the Executive arising out of
the performance of his duties under this Agreement; and




(j) If the Executive’s employment under this Agreement is
terminated by reason of redundancy (as defined by section 139 of
the Employment Rights Act 1996) the Executive will be entitled to
receive a redundancy payment equal to one month’s basic salary (as
referred to in Clause 5(a)
above) for every year that he has been employed by the Company or
in any employment in respect of which his employment with the
Company is continuous, up to a maximum of 12 months salary (as
aforesaid) such payment to be in addition to any other entitlement
of the Executive arising out of the termination of his employment
under this Agreement.



6. MOTOR CAR



For the purpose of enabling the Executive properly to perform his duties
hereunder the Company shall provide him with the use of a motor car of a make,
model and specification compatible with his status in the Company in accordance
with the Company’s car policy from time to time and shall defray the insurance
costs and all running costs. The Executive will pay all petrol costs and be
refunded on an agreed scale for all business mileage. The Executive shall,
except at such times as the vehicle is by arrangement with the Company, out
with the Executive’s custody and control, be responsible for ensuring that such
vehicle is at all times in the state and condition required by law and that
(where applicable) a test certificate in relation thereto is in force and for
ensuring that he holds a valid United Kingdom drivers licence at all times
which shall be produced to the Company on demand. The Executive will be
required at all times to conform with the Company’s regulations regarding the
provision of motor vehicles and in particular shall procure that the insurance
cover relating to the vehicle provided is not prejudiced or avoided.



 









 










7. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION





(a) The Executive shall not directly or indirectly divulge or
communicate to any person (other than those within the employment
of the Company whose province it is to know the same or with the
prior written authority of the Company or as otherwise required by
law) nor shall he make use of (otherwise than for the purposes of
performing his duties hereunder) any of the trade secrets,
designs, techniques, design improvements, know-how, business
information, methods, lists or other confidential information of
the Company or of any associated company or of their respective
customers which he may (whether heretofore or hereafter) have
received or obtained while in the service of the Company or any
associated company is bound by an obligation of confidentiality to
a third party (“Confidential Information”). This restriction shall
continue to apply after the termination of the Appointment.




(b) The Executive shall use his best endeavours to prevent the
publication or disclosure of any Confidential Information whether
relating to trade dealings, financial affairs or otherwise.




(c) The restrictions contained in this Clause 7 shall cease to
apply to any Confidential Information which may (otherwise than by
reason of the default of the Executive) become available to the
public generally.




(d) The Executive shall not during the continuation of the
Appointment make (otherwise than for the benefit of the Company or
any associated company) any notes, memoranda, tape recordings,
films, photographs, plans, drawings or any form of record relating
to any matter within the scope of the business of the Company or
any associated company or concerning any of the dealings or
affairs of the Company or any associated company (“the Company
Records”).




(e) The provisions of this Clause 7 shall apply mutatis mutandis
to any secret information or Confidential Information the
Executive may have received or obtained while in the employment of
any associated company or of any company to which the Executive
has been seconded in terms of Sub-Clause 3(c) hereof as if all
references to “the Company” are references to the relevant
associated company or company to which the Executive is seconded.



8. INVENTIONS



In view of the fact that the business of the Company and of its associated
companies consists in part of the development and exploitation of inventions,
techniques and methods and that it is the Executive’s responsibility to further
the interests of the Company and its associated companies in respect thereof he
agrees that each and every discovers, invention, improvement, design and secret
process made or discovered by him (whether alone or with any other person or
persons) at any time whether before or after the date hereof but after he
became an employee of the Company whether capable of being patented or
registered or not (and whether or not made or discovered in the course of his
employment hereunder) in connection with or in any way affecting or relating to
the business of the Company or of any associated company or capable of being
used or adapted for use therein or in connection therewith shall forthwith be
disclosed to the Company and shall belong to and be the absolute property of
the Company or such associated company as the Company may nominate for the
purpose. If and whenever



 









 





required so to do (whether during or after the termination of the Appointment)
the Executive shall at the expense of the Company apply or join in or appoint
the Company as his agent with full powers for the purposes of applying for
letters patent or other equivalent protection in the United Kingdom or any
other part of the world for any such discovery, invention, improvement, design
and secret process as aforesaid and execute all instruments and do all things
necessary for vesting the said letters patent or other equivalent protection
when obtained and all right, title and interest to and in the same in the
Company (or its nominees) absolutely and as sole beneficial owner or in such
other person as the Company may require; provided always that nothing herein
shall prejudice the rights of the Executive as contained in Sections 40 to 43
of the Patents Act 1977 as
amended by the Copyright, Designs and Patents Act 1988. The Company hereby
undertakes to indemnify the Executive for all liabilities arising out of the
unauthorised use of the power of attorney granted pursuant to this clause.








9. TERMINATION





(a) Without in any way limiting any rights of the Company this
Agreement shall be subject to termination by the Company forthwith
without notice or payment in lieu of notice:




(i) if the Executive shall have committed any
serious or material breach (whether by one or
several acts or omissions) of his obligations
hereunder; or




(ii) if the Executive shall have repeated or
continued any breach of his obligations hereunder
after he has at any time received written warning
from the Company in respect of such breach; or




(iii) if the Executive shall have been found guilty
of any criminal offence (other than under the Road
Traffic Acts from time to time in force which does
not involve a custodial sentence and other than in
relation to any criminal offence committed by the
Executive as a consequence of the publication of any
matter in a newspaper, magazine or periodical
published by the Company or any associated company
which has not knowingly been cleared by the
Executive and in circumstances where no personal
blame is attributed to the Executive); or




(iv) shall have become insolvent or shall have
compounded with or granted a trust deed for his
creditors (or their respective equivalents in any
jurisdiction); or




(v) if the Executive is guilty of conduct which
brings the Company or any associated company into
disrepute;




(vi) if the Executive is or becomes prohibited by
law from being a director; or




(vii) if the Executive voluntarily resigns as a
director of the Company except at the request of the
Company.




(b) If the Company has any grounds to believe it may have right to
terminate the Appointment of the Executive pursuant to Sub-Clause
(a) above, it shall be entitled (but without prejudice to its right
subsequently to terminate the Appointment on the same or any other
ground) to suspend the Executive on full pay during the period of
any enquiry or



 









 




investigation into the circumstances giving rise to such belief.


(c) Without prejudice to the rights of the Executive to
remuneration and other benefits hereunder and to the rights of the
Company hereunder including, without prejudice to the foregoing
generality, Sub-Clause 9(b) and Clause 7, the Company shall have
the right at any time after either party has given notice to the
other of termination of this Agreement in accordance with the
terms of Clause 2 hereof until such termination to require the
Executive not to attend at any place of work and to exclude him
from any premises of the Company (or any associated company in
relation to which the Executive held a position of responsibility
at any time during the twelve months immediately prior to the date
on which notice is served pursuant to Clause 2(a). For so long as
the Company exercises its rights under this Clause the Company
shall be under no obligation to vest in or assign to the Executive
any powers or duties or to provide any work for the Executive and
shall have the right to suspend him from the performance of any
duties or obligations hereunder. The rights of the Company
pursuant to this Sub-Clause 9(c) shall not be exercised for a
period exceeding six months in aggregate. Without prejudice to the
right of the Executive to remuneration and other benefits
hereunder the Executive shall, at the request of the Company,
resign without claim for compensation from any office of Director
or otherwise held by him in the Company or in any associated
company.


(d) In the event the Company terminates this Agreement for any
reason set forth in Clause 9(a), the Executive shall not be
entitled to receive any bonus (to the extent unpaid) that would
otherwise have been payable to him.





10. PROVISIONS ON TERMINATION


(a) On the termination of the Appointment (which term, for the
purposes of the Agreement as a whole, shall mean termination of
the Appointment irrespective of the cause or manner, including,
for the avoidance of doubt, by reason of a repudiatory breach of
the Agreement by the Company) or any time thereafter the Executive
shall without prejudice to the rights of the Executive to
remuneration and other benefits hereunder at the request of the
Company resign without claim for compensation from any office of
Director or otherwise held by him in the Company or in any
associated company and transfer without payment to the Company any
shares held by the Executive as a nominee on behalf of the Company
or any associated company.


(b) All drawings, designs, photographs, plans, models,
blue-prints, reports, manuals, files, notes, accounts, documents
or other material and all notes and memoranda of any trade secrets
of the Company or of any associated company or any Confidential
Information and Company records (including copies thereof) or keys
and other property of or relation to the Company or its associated
companies as shall have been made or received by the Executive
during the course of his employment (whether heretofore or
hereafter) are and shall be the property of the Company and shall,
together with any company sponsored credit or charge cards, be
surrendered by him to someone duly authorised by the Company upon
the termination of the Appointment or the suspension of the
Appointment in accordance with Sub-Clause 9(b) or at the request
of the Board at any time during the course of his employment
hereunder.





11. NON-COMPETITION


 









 






(a) In this Clause the expression “the Relevant Date” means the
first to occur of:




(i) The date on which this Agreement shall lawfully
determine; or




(ii) The date upon which the Executive is required
no longer to perform executive duties pursuant to
Sub-Clause 9(c).




(b) Since the Executive has obtained and is likely to obtain in
the course of his employment with the Company and any associated
company knowledge or trade secrets, designs, design improvements,
know-how, techniques, methods, lists and other confidential
information relating to the Company and any associated company and
also to their respective customers he hereby agrees that in
addition to the restrictions contained in Clause 7 of this
Agreement he will be bound by the following restrictions namely:




(i) He will not during the currency of his
employment and for the period of 12 months from the
Relevant Date entice or solicit or endeavor to
entice or solicit away from the Company (or any
associated company in relation to which the
Executive held a position of responsibility at any
time during the 12 months immediately prior to the
Relevant Date) or have business dealings with or
accept business from any person, firm, company or
organisation who or which is or has been a customer
of the Company or such associated company as the
case may be and with whom the
Executive has dealt and which business is of the
kind which is undertaken by the Company or such
associated company and has been so undertaken by the
Company or such associated company and has been so
undertaken for or on behalf of that person, firm,
company or organisation at any time during the 12
months immediately prior to the Relevant Date;




(ii) he will not, without the consent of the
Company, during the currency of his employment and
for the period of 12 months from the Relevant Date
be directly or indirectly interested or concerned in
any business carried on or about to be carried on by
any person , firm, company or organisation in
competition with the Company (or any associated
company in which he held a position of
responsibility at any time during the 12 months
immediately prior to the Relevant Date) within the
United Kingdom; provided always that this
restriction shall not operate so as to prohibit any
employment none of the duties of which relate or
would relate to the sale of any goods or provisions
of any services of a kind which the Executive shall
during the course of his employment with the Company
or such associated company have been involved in
selling or providing in his capacity as an employee
of the Company or any associated company;




(iii) he will not at any time whether before or
after the Relevant Date interfere or seek to
interfere with the supply to the Company (or to any
associated company in which he has held a position
of responsibility in the 12 months immediately prior
to the Relevant Date) of any goods or services by
any supplier who during the 12 months preceding such
time shall have supplied goods or services to the
Company or to any associated company nor will he
interfere or seek to interfere with the continuance
of such supply or the terms on which supply has
during such period as aforesaid been made.



 









 






(c) Since he has obtained and is likely to obtain in the course of
his employment with the Company the confidence of and influence
over the employees of the Company and, in particular, both a
knowledge of and the confidence of and influence over those
employees of particular importance to the Company due to their key
skills and responsible positions, and in recognition that the
Company has an interest in preserving its connection with such key
employees, the Executive hereby agrees that in the event of
his Appointment being lawfully terminated he will not during the
currency of his employment and for the period of 12 months from
the Relevant Date directly or indirectly entice, solicit or
endeavour to entice or solicit away from the Company or any
associated company any person who was a director, or senior
employee reporting direct to any executive director of the Company
or any associated company at any time during the period of his
Appointment and who was engaged in the area of business in which
the Executive was engaged at any time during the period of his
Appointment or with whom the Executive otherwise had a material
degree of contact in the course of the Appointment.




(d) The restrictions set out in Sub-Clauses (b) and (c) above
shall apply to any action taken by the Executive whether as agent,
representative, principal, employee or consultant or as a director
of any company.




(e) The Executive acknowledges and agrees that each of paragraphs
(i) to (iii) of Sub-Clause (b) and Sub-Clause (c) of this Clause
11 constitutes an entirely separate and independent restriction on
him and that the duration, extent and application of each of the
restrictions are no greater than is necessary for the protection
of the interests of the Company and its association companies.



12. AUTHORITY OF THE COMPANY



The Executive hereby irrevocably appoints the Company to be his authorised
attorney to do all such things and to execute all such documents in his name
and on his behalf as may be necessary to secure that the full benefit and
advantage of the rights arising under Clause 8 and sub-Clauses 10(a) and (b)
hereof are obtained by the Company (or where appropriate its nominee) and a
letter signed by any Director or Secretary of the Company certifying that
anything or any document has been done or executed within the authority hereby
conferred shall be conclusive evidence of the same. The Company hereby
undertakes to indemnify the Executive for all liabilities arising out of the
unauthorised use of the power of attorney granted pursuant to this Clause.








13. DEFINITIONS




In this Agreement words and phrases defined in Section 736 of the Companies Act
1985 (as amended) shall bear the same meaning and the expression “Board” means
the Directors of the Company present at a meeting of the Directors or of a
Committee of the Directors duly convened and held; “Remuneration Committee”
shall be comprised of the President and Chief Financial Officer of Gannett Co.,
Inc., either of whom shall have the authority to act on behalf of the
Remuneration Committee; and the expression “associated company” means any
company which from time to time is (i) a company having an ordinary share
capital of which not less than 50 per cent is owned directly or indirectly by
the Company or (ii) a holding company of the Company or any subsidiary of any
such holding company and the provisions of Section 840 of the Income and
Corporation Taxes Act 1988 shall apply in determining the question of control
for any purpose.



 









 





14. NOTICES



Notices may be given by either party by first class prepaid recorded delivery
letter or by facsimile transmission addressed to the other, or by delivery at
(in the case of a notice to the Company) at its registered office for the time
being and (in the case of a notice to the Executive) his last known address and
in the case of a letter shall be deemed to have been given 48 hours after
posting and in the case of facsimile transmission or delivery shall be deemed
to have been at 9:00 a.m. on the business day following transmission or
delivery as the case may be (provided that a copy of any facsimile transmission
is posted to the recipient of the facsimile in the manner set out herein on or
prior to the business day next following the date of the transmission).



15. EMPLOYMENT RIGHTS ACT



The information contained herein and in the Schedule hereto constitutes a
written statement of the terms of the Executive’s employment in compliance with
the provisions of the Employment Rights Act 1996.



16. ENTIRE AGREEMENT



This Agreement contains the entire understanding between the parties and is in
substitution for all previous contracts, service agreements, arrangements, and
understandings relating to the employment of the Executive (written or oral)
between the Company or any associated company and the Executive which shall be
deemed to have been terminated by mutual consent as from the date on which this
Agreement is deemed to have commenced. The Executive acknowledges that he has
not entered into this Agreement in reliance on any warranty, representation or
undertaking which is not contained in or specifically incorporated in this
Agreement. The Executive acknowledges that he has no claim against the Company
or any associated company (or against any of their respective assets) arising
under or out of any such contract or arrangement other than for accrued salary.



17. PROPER LAW



This Agreement shall be governed by and construed in accordance with the Law of
England and the parties to this Agreement hereby submit to the exclusive
jurisdiction of the English courts.



IN WITNESS WHEREOF these presents are executed in the manner and on the date
hereinafter appearing:



SIGNED on behalf of



NEWSQUEST MEDIA GROUP LIMITED


by



/s/Paul Davidson          

Director



/s/Paul Hunter          

Director



SIGNED and delivered as a DEED



by the said PAUL DAVIDSON



in the presence of:



/s/D.C. Lowe          

Witness



Diane Christine Lowe          

Full Name



Secretary          

Occupation