DATED
                  OCTOBER 12, 2005

              


      

      


       

      


      


      (1)
        LCJ ACQUISITIONS LIMITED

      


      and

      


      (2)
        JOHN BOHILL

      


       

      _______________________________________

      


      SERVICE
        AGREEMENT

      ________________________________________

      
 

      


      


      MATTHEW
        ARNOLD & BALDWIN

      Solicitors

      21
        Station Road

      Watford

      Hertfordshire
        WD17 1HT

      


      Tel
        No. 01923 202020

      Fax
        No. 01923 215050

      Website:
        www.mablaw.co.uk

      


      Ref:
        MJD/41430-6

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      
        	
                T
                  H I S A G R E E M E N T
                  is
                  dated October 12, 2005

              
	
                B
                  E T W E E N

              	 


      

      


      
        	
                1.

              	
                LCJ
                  Acquisitions Limited a company registered in England and Wales
                  under
                  company number 5052066 whose registered office is at 2 Dolby Road,
                  London
                  SW6 3NE ("the Company") and

              


      

      


      
        	
                2.

              	
                John
                  Bohill of Unit 1, Ivory Place, 20A Treadgold Street, London W11
                  4BX ("the
                  Executive")

              


      

      


      


      IT
        IS AGREED
        as
        follows:-

      


      
        	1.	
                APPOINTMENT

              


      

      


      
        	
                1.1
                  

              	
                The
                  Company appoints the Executive as Director
                  of Strategy with effect from the date of this Agreement. Subject
                  to
                  earlier termination in accordance with clause 11, this Agreement
                  shall
                  automatically terminate on 30 April
                  2007.

              


      

      


      
        	
                1.2

              	
                Subject
                  to clause 15.5, the Executive shall if so required for the proper
                  performance of his duties travel both within the United Kingdom
                  and
                  overseas anywhere in the world. 

              


      

      


      
        	
                1.3
                  

              	
                The
                  Company may from time to time appoint any other person or persons
                  to act
                  jointly with the Executive.

              


      

      


      
        	
                1.4
                  

              	
                The
                  Executive may be required without further remuneration to perform
                  services
                  not only for the Company but also for any other Group Company and,
                  subject
                  to clause 15.5, to accept such offices in the Company and the Group
                  as the
                  Company may from time to time require and the Executive may without
                  further remuneration be seconded to the employment of any Group
                  Company.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
      

      
        	2.	
                DUTIES
                  OF THE EXECUTIVE

              


      

      


      
        	
                2.1

              	
                The
                  Executive shall use his best endeavours to promote the interests
                  and
                  welfare of the Company and shall devote the whole of his time,
                  attention
                  and skill to the business and affairs of the
                  Company.

              


      

      


      
        	
                2.2
                  

              	
                The
                  Executive shall perform such duties (if any) as the Company may
                  from time
                  to time assign to him subject to such restrictions as the Company
                  may from
                  time to time impose and shall obey all reasonable and lawful directions
                  of
                  the Company. The principal duties of the Executive shall be the
                  formulation and execution of marketing, distribution and sales
                  initiatives.

              


      

      


      
        	
                2.3
                  

              	
                The
                  Executive shall disclose to the Board any interest in any contract
                  or
                  proposed contract with any Group Company. The Executive shall not
                  be
                  entitled to receive or obtain directly or indirectly any discount
                  rebate
                  commission or other profit in respect of any such contract or any
                  sale or
                  purchase of goods effected or other business contracted (whether
                  or not by
                  him) by or on behalf of any Group Company or to make any benefit
                  or profit
                  out of or arising directly or indirectly from his employment and
                  if he or
                  any member of his immediate family or any firm or company in which
                  he is
                  interested shall obtain any such discount rebate commission benefit
                  or
                  profit he shall account to the Company for the amount received
                  by him (or
                  a due proportion of the amount received by such company or firm
                  or person
                  having regard to the extent of his interest). This clause 2.3 shall
                  not
                  apply in relation to the holding by the Executive for investment
                  purposes
                  only of not more than five per cent of any class of the issued
                  share
                  capital of a company whose shares are listed on any recognised
                  Stock
                  Exchange. 

              


      

      


      
        	
                2.4
                  

              	
                The
                  Executive shall not without the prior consent of the Board in respect
                  of
                  any matter directly or indirectly concerning the business or affairs
                  of
                  the Company give any interview or opinion (whether or not expressed
                  to be
                  his own) or appear upon any radio or television programme or cause
                  any
                  article or letter to be published in or otherwise communicated
                  with any
                  newspaper or any other public information media or publish or cause
                  to be
                  published any book article letter or opinion or allow his connection
                  with
                  the Company to be published or hold himself out to be entitled
                  to express
                  any opinion or give any judgment on its behalf. The Executive shall
                  further report to the Board any approach made to him by any representative
                  of the media in connection with the Company's business or
                  affairs.

              


      

      
         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        



      

      
        	
                2.5
                  

              	
                The
                  Executive shall not (except as a representative of the Company
                  or with the
                  consent in writing of the Board) be directly or indirectly engaged
                  or
                  concerned or interested in any other business whatsoever and shall
                  be
                  accountable to the Company for any profits fees or other sums derived
                  from
                  any interest which he has from time to time in breach of this provision
                  provided that this provision shall not prohibit the holding (directly
                  or
                  through nominees) for investment purposes only of not more than
                  five per
                  cent of any class of shares or securities in any company listed
                  on a
                  recognised stock exchange.

              


      

      


      
        	
                2.6

              	
                The
                  Company shall be under no obligation to provide any duties for
                  the
                  Executive to perform and may at any time (whether or not notice
                  of
                  termination of employment has been served by either party) exclude
                  the
                  Executive from any or all premises of the Company or require the
                  Executive
                  not to perform any or all of the duties previously assigned to
                  him and
                  such action shall not constitute a breach of this Agreement on
                  the part of
                  the Company provided that the Executive shall during any such period
                  continue to be entitled to receive remuneration under clause 3
                  of this
                  Agreement.

              


      

      


      3. REMUNERATION

      


      
        	
                3.1
                  

              	
                The
                  Company shall pay to the Executive during his employment a salary
                  at the
                  rate of £70,000.00 per annum payable monthly in arrears inclusive of any
                  sums receivable as directors fees such salary to be reviewed (but
                  not
                  decreased or necessarily increased) by the Company in accordance
                  with its
                  practice from time to time.

              


      

      


      
        	
                3.2

              	
                The
                  Executive shall be entitled to participate in such benefits and
                  bonus
                  schemes as the Company may from time to time provide for executives
                  of the
                  Company on such terms as the Company may from time to time determine
                  in
                  its absolute discretion including permanent health insurance at
                  levels to
                  be determined from time to time by the Board in its absolute discretion.
                  

              


      

      
         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        



      

      
        	
                3.3

              	
                The
                  Executive authorises the Company in accordance with Section 13
                  of the
                  Employment Rights Act 1996 to deduct from his salary or any other
                  remuneration due to him under this Agreement or sum payable to
                  him by the
                  Company including (without limitation) any payment in lieu of notice
                  any
                  outstanding loan any pension contribution, any overpayment of salary
                  bonus
                  or other remuneration any other sum from time to time owed by the
                  Executive to the Company or any Group Company or any sum owed by
                  the
                  Executive to any third party for which any Group Company is or
                  may become
                  liable including (without limitation) any outstanding balance on
                  any
                  credit card account.

              


      

      


      
        	4.	
                EXPENSES

              


      

      


      
        	
                 

              	
                In
                  addition to the salary payable under Clause 3.1 there shall be
                  paid or
                  refunded to the Executive all out-of-pocket expenses properly incurred
                  by
                  him in the performance of his duties including all reasonable expenses
                  for
                  hotels entertainment subsistence and travelling subject to the
                  production
                  of such evidence including (without limitation) supporting receipts
                  and
                  vouchers as the Company may from time to time at its absolute discretion
                  require and subject to obtaining the authorisation of the Board
                  prior to
                  incurring single items of expenses greater than £1,000
                  and subject to compliance with such rules relating to expenses
                  as the
                  Company may at its absolute discretion impose from time to
                  time.

              


      

      


      
        	5.	
                HOLIDAYS

              


      

      


      
        	
                5.1

              	
                Unless
                  otherwise agreed by the Board and the Executive, the Executive
                  shall be
                  entitled to 4 weeks paid holiday in each holiday year which shall
                  run from
                  1 January to 31 December in the same year and in addition up to
                  three days
                  public holiday and any shut down over the Christmas period which
                  shall
                  also be with pay. In the holiday years in which employment commences
                  and
                  terminates entitlement shall be calculated pro rata by reference
                  to the
                  number of complete months worked by the Executive in the holiday
                  year. The
                  Executive’s entitlement to holiday accrues in arrears by reference to the
                  number of complete months worked.

              


      

      
         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        



      

      
        	
                5.2
                  

              	
                The
                  Executive may take holidays at such time or times as may be approved
                  by
                  the Board and holidays not taken during the holiday year may not
                  be
                  carried forward to the following holiday year.


              


      

      


      
        	
                5.3

              	
                On
                  termination of this Agreement other than under clause 11.1 or by
                  reason of
                  notice given by the Executive the Executive shall be entitled to
                  payment
                  in lieu of untaken holiday accrued during the holiday year in which
                  the
                  termination takes place.

              


      

      


      
        	6.	
                INCAPACITY

              


      

      


      
        	
                6.1

              	
                If
                  the Executive shall be prevented by illness (including mental disorder)
                  accident or other incapacity from properly performing his duties
                  he shall
                  immediately report this fact to the Company and if the Executive
                  is so
                  prevented for 7 or more consecutive days he shall provide a medical
                  practitioner's statement on the 8th day and weekly thereafter.
                  Immediately
                  following his return to work after a period of absence (other than
                  a
                  period in respect of which a medical practitioner's statement has
                  been
                  provided) the Executive shall complete and submit to the Company
                  a
                  self-certification form detailing the reason for his
                  absence.

              


      

      


      
        	
                6.2

              	
                If
                  the Executive shall be absent from his duties hereunder due to
                  illness
                  (including mental disorder)
                  or
                  accident or other incapacity duly certified in accordance with
                  the
                  provisions of clause 6.1 he shall be paid his full remuneration
                  hereunder
                  for up to twenty six weeks absence (whether continuous or not)
                  in any
                  continuous period of twelve months and thereafter such remuneration
                  if any
                  as the Board shall in its absolute discretion decide provided that
                  there
                  shall be deducted from or set off against such remuneration any
                  statutory
                  sick pay or other state benefits or benefits under any policy of
                  insurance
                  to which the Executive is entitled by reason of his absence from
                  work or
                  incapacity (whether or not
                  recovered).

              


      

      


      
        	
                6.3

              	
                If
                  the Executive is unable to perform his duties under this Agreement
                  the
                  Executive shall if so required by the Company and at the expense
                  of the
                  Company undergo a medical examination and the Executive shall subject
                  to
                  the provisions of the Access of Medical Reports Act 1988 authorise
                  the
                  Company to have access to any medical report prepared as a consequence
                  of
                  such examination.

              


      

      
         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        



      

      
        	7.	
                PENSION
                  

              


      

      


      
        	
                7.1

              	
                The
                  Company provides a stakeholder pension in which the Executive may
                  participate if he chooses. 

              


      

      


      
        	
                7.2

              	
                There
                  is not a contracting out certificate in force in relation to the
                  employment of the Executive.

              


      

      


      
        	8.	
                DATA
                  PROTECTION

              


      

      


      
        	 	
                The
                  Executive authorises the Company as required by the Data Protection
                  Act
                  1998 and any regulations made under that statute to process personal
                  information including (without limitation) sensitive personal information
                  relating to the Executive. 

              


      

      


      
        	9.	
                INTELLECTUAL
                  PROPERTY 

              


      

      


      
        	
                9.1

              	
                Subject
                  only to the Executive's inalienable rights under the Patents Act
                  1977 any
                  discovery invention secret process literary work manuscript idea
                  copyright
                  or improvement in procedure made acquired conceived or discovered
                  by the
                  Executive whilst employed under this Agreement in connection with
                  or in
                  any way affecting or relating to the business of the Company or
                  capable of
                  being used or adapted for use in or in connection with it shall
                  immediately be disclosed to the Company and shall belong to and
                  be the
                  absolute property of the Company.

              


      

      


      
        	
                9.2

              	
                The
                  Executive shall if and whenever required so to do by the Company
                  (whether
                  during or after the termination of his appointment) at the expense
                  of the
                  Company (or its nominee) apply or join in applying for letters
                  patent or
                  other proprietary protection in the United Kingdom and any other
                  part of
                  the world in respect of the same and shall execute and do all instruments
                  and things necessary for vesting the said letters patents or other
                  proprietary protection when obtained and all right title and interest
                  to
                  and in the same in the Company or its nominee absolutely and as
                  sole
                  beneficial owner or in such other person as may be
                  required.

              


      

      
         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        



      

      
        	
                9.3

              	
                The
                  Executive hereby irrevocably and by way of security jointly and
                  severally
                  appoints the Company and each director of it for the time being
                  thereof to
                  be his attorney in his name and on his behalf to execute and do
                  any such
                  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
                  this clause 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 this Agreement shall
                  be
                  conclusive evidence that such is the
                  case.

              


      

      


      
        	10.	
                DIRECTORSHIPS

              


      

      


      
        	
                10.1

              	
                If
                  requested by the Board, the Executive shall accept office with
                  the Company
                  or any other Group Company and shall on request by the Company
                  or on
                  termination of this Agreement (whether lawful or not) resign any
                  such
                  office with immediate effect and without claim for compensation
                  and should
                  he fail to do so the Company and each director of it for the time
                  being is
                  by this Agreement irrevocably and by way of security jointly and
                  severally
                  appointed as attorney of the Executive in his name and on his behalf
                  to
                  sign and do any documents or things necessary or requisite to give
                  effect
                  to such resignation.

              


      

      


      
        	
                10.2

              	
                The
                  Executive shall not resign any office with the Company or any Group
                  Company (other than at the request of the Company) and should the
                  Executive so resign (other than in circumstances where his employment
                  under this Agreement terminates) such resignation from office shall
                  be a
                  breach of this Agreement entitling the Company to terminate this
                  Agreement
                  without notice under clause 11.2.

              


      

      


      
        	11.	
                TERMINATION
                  

              


      

      


      
        	
                11.1

              	
                The
                  Company may terminate this Agreement with immediate effect if the
                  Executive:-

              


      

      


      
        	
                11.1.1

              	
                commits
                  any act of gross misconduct or repeats or continues (after written
                  warning) any serious breach of his obligations under this Agreement;
                  or

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      


      
        	
                11.1.2

              	
                is
                  guilty of any conduct which in the reasonable opinion of the Board
                  brings
                  the Company or any Group Company into disrepute or is calculated
                  or likely
                  to prejudicially affect the interests of the Company whether or
                  not the
                  conduct occurs during or in the context of the Executive’s employment or
                  in the Executive’s capacity as a director of the Company;
                  or

              


      

      


      
        	
                11.1.3

              	
                in
                  the reasonable opinion of the Board allows an actual or potential
                  conflict
                  between his personal interests and the Company’s interests to prejudice
                  his ability to make decisions objectively to the best advantage
                  of the
                  Company; or

              


      

      


      


      
        	
                11.1.4

              	
                in
                  the reasonable opinion of the Board exceeds the powers conferred
                  on him by
                  the articles of association of the Company;
                  or

              


      

      


      
        	
                11.1.5

              	
                is
                  convicted of any criminal offence (other than an offence under
                  road
                  traffic legislation for which he is not sentenced to any term of
                  imprisonment whether immediate or suspended);
                  or

              


      

      


      
        	
                11.1.6

              	
                commits
                  any act of dishonesty whether or not relating to the Company any
                  Group
                  Company any of its or their employees;
                  or

              


      

      


      
        	
                11.1.7

              	
                becomes
                  bankrupt or makes any arrangement or composition with his creditors;
                  or

              


      

      


      
        	
                11.1.8

              	
                is
                  in the reasonable opinion of the Board incompetent in the performance
                  of
                  his duties.

              


      

      


      
        	11.2	
                Any
                  delay on the part of the Company in exercising its right to terminate
                  this
                  Agreement under clause 11.1 shall not constitute a waiver of that
                  right.

              


      

      


      
        	
                11.3

              	
                In
                  the event that the Executive has been unable to perform his duties
                  under
                  this Agreement for a period of twenty-six weeks whether continuous
                  or not
                  in the previous continuous period of 12 months the Company shall
                  be
                  entitled to terminate this Agreement by giving to the Executive
                  the
                  minimum period of notice in writing permitted by statute.

              


      

      
         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

        



      

      
        	
                11.4

              	
                In
                  order to investigate a complaint against the Executive of misconduct
                  the
                  Company is entitled to suspend the Executive either with or without
                  pay
                  for so long as the Company may consider necessary to carry out
                  a proper
                  investigation and hold a disciplinary
                  hearing.

              


      

      


      
        	12.	
                AMALGAMATION
                  OR RECONSTRUCTION

              


      

      


      
        	
                 

              	
                If
                  the Executive shall unreasonably have refused or failed to accept
                  employment offered to him by a Group Company on terms which taken
                  as a
                  whole are no less favourable to him than the terms in effect under
                  this
                  Agreement at the time such offer is made where there has been an
                  amalgamation or reconstruction of the business of the Company the
                  Executive agrees that to the extent permitted by law he shall have
                  no
                  claim against the Company in respect of the termination of this
                  Agreement
                  directly or indirectly in whole or in part by reason of such amalgamation
                  or reconstruction whether such termination is caused by process
                  of law or
                  by the provisions of this Agreement or by the act or default of
                  the
                  Company or otherwise howsoever.

              


      

      


      
        	13.	
                CONFIDENTIAL
                  INFORMATION

              


      

      


      
        	
                13.1
                  

              	
                The
                  Executive shall not at any time either during or following the
                  termination
                  (whether lawful or not) of his employment (other than as required
                  in the
                  normal course of performing his duties under this Agreement or
                  as ordered
                  by a court of competent jurisdiction or with the approval of the
                  Board or
                  as required by law or by any regulator of any Group Company) either
                  make
                  use of or disclose to any person any confidential information belonging
                  to
                  any Group Company which is received by the Executive in the course
                  of his
                  employment (until such information comes into the public domain
                  other than
                  by reason of a breach of this obligation on the part of the Executive)
                  including without limitation any trade secrets, business plans,
                  prices,
                  financial information, technical information relating to products,
                  the
                  names of customers and suppliers and potential customers and suppliers
                  and
                  any other information which the Company from time to time designates
                  as
                  confidential.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      


      
        	
                13.2
                  

              	
                The
                  Executive shall not make copies of or memorise any confidential
                  documents
                  records recordings or lists belonging to any Group Company and
                  will on
                  leaving service deliver up the same (and all copies of them whether
                  or not
                  originally provided to the Executive by the Company) including
                  all notes
                  lists and diaries and will retain no copies of them or notes relating
                  to
                  them.

              


      

      


      
        	14.	
                RESTRICTIONS

              


      

      


      
        	
                14.1

              	
                For
                  twelve months following the termination of his employment whether
                  lawful
                  or not the Executive shall not without the written permission of
                  the
                  Company such permission not to be unreasonably withheld whether
                  on his own
                  account or on behalf of any other person firm or company and in
                  any
                  capacity directly or indirectly solicit entice away or endeavour
                  to entice
                  away from any Group Company any person firm or
                  company:

              


      

      


      
        	 	
                (i)

              	
                who
                  is or has been a manufacturer for or supplier, client or customer
                  of any
                  Group Company (whether actual or prospective) during the twelve
                  months
                  preceding the termination of the employment of the Executive; and
                  

              


      

      


      
        	 	
                (ii)

              	
                with
                  whom the Executive shall have had material dealings in the course
                  of his
                  employment during the twelve months prior to its
                  termination.

              


      

      


      
        	
                14.2

              	
                For
                  twelve months following the termination of his employment whether
                  lawful
                  or not the Executive shall not without the written permission of
                  the
                  Company such permission not to be unreasonably withheld whether
                  on his own
                  account or on behalf of any other person firm or company and in
                  any
                  capacity directly or indirectly have business dealings with any
                  person
                  firm or company:

              


      

      


      
        	
              	(i)	
                who
                  is or has been a manufacturer supplier client or customer (whether
                  actual
                  or prospective) of any Group Company during the twelve months preceding
                  the termination of the employment of the Executive; and
                  

              


      

      


      
        	
              	(ii)	
                with
                  whom the Executive shall have had material dealings in the course
                  of his
                  employment during the twelve months prior to its
                  termination.

              


      

      
         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

        



      

      
        	
                14.3

              	
                Whilst
                  the Executive continues as an employee or director of the Company
                  and for
                  twelve months following the termination of his employment whether
                  lawful
                  or not the Executive shall not without the written permission of
                  the
                  Company such permission not to be unreasonably withheld whether
                  on his own
                  account or on behalf of any other person firm or company and in
                  any
                  capacity directly or indirectly entice away or endeavour to entice
                  away or
                  offer employment to any person 

              


      

      


      
        	
              	(i)	
                who
                  at the date of termination of the employment of the Executive is
                  an
                  employee of any Group Company or an officer or agent of any such
                  company
                  employed in a senior managerial or sales capacity; and
                  

              


      

      


      
        	
              	(ii)	
                with
                  whom the Executive shall have had material dealings in the course
                  of his
                  employment during the period of twelve months prior to its
                  termination

              


      

      


      
        	
                14.4

              	
                For
                  twelve months following the termination of his employment whether
                  lawful
                  or not the Executive shall not without the written permission of
                  the
                  Company such permission not to be unreasonably withheld be engaged
                  interested or concerned in any capacity whether paid or unpaid
                  in any
                  business which is or is to his knowledge about to be engaged in
                  any
                  territory in which any Group Company carries on business in competition
                  with any business of any Group Company in which the Executive shall
                  have
                  been engaged to a material extent in the course of his employment
                  during
                  the period of twelve months prior to its
                  termination.

              


      

      


      
        	
                14.5

              	
                Nothing
                  in this clause 14 shall prevent the seeking or doing of any business
                  which
                  is not in direct or indirect competition with the business of any
                  Group
                  Company in which the Executive shall have been engaged to a material
                  extent during the period of twelve months preceding the termination
                  of his
                  employment with the Company.

              


      

      


      
        	
                14.6

              	
                In
                  the event that the Company exercises its right under clause 2.6
                  to require
                  the Executive not to perform any duties under this Agreement references
                  to
                  the termination or date of termination of the employment of the
                  Executive
                  in this clause 14 shall be construed as references to the last
                  date on
                  which the Executive performs duties for the Company under this
                  Agreement.

              


      

      
         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        



      

      
        	
                14.7

              	
                The
                  Company may assign the benefit of this clause 14 to any purchaser
                  or owner
                  for the time being of any business of any Group Company in which
                  the
                  Executive shall have been engaged to a material extent in the course
                  of
                  his employment during the period of twelve months preceding the
                  termination of his employment and notwithstanding such assignment
                  the
                  Company shall also remain entitled to the benefit of this clause
                  14.

              


      

      


      
        	
                14.8

              	
                If
                  so required by the Company the Executive shall enter into direct
                  undertakings in the terms of this clause 14 mutatis mutandis with
                  any
                  Group Company or the purchaser or owner for the time being of any
                  business
                  of any Group Company in which the Executive shall have been engaged
                  to a
                  material extent in the course of his employment during the twelve
                  months
                  immediately preceding the date on which the Executive is required
                  to enter
                  into such undertaking and should he fail to do so the Company and
                  each
                  director of it for the time being is by this Agreement irrevocably
                  and by
                  way of security jointly and severally appointed as the attorney
                  of the
                  Executive in his name and on his behalf to sign and do any documents
                  or
                  things necessary to enter into such
                  undertakings.

              


      

      


      
        	15.	
                STATUTORY
                  PARTICULARS

              


      

      


      
        	 	
                The
                  following are particulars of the terms of employment to be given
                  to the
                  Executive under the Employment Rights Act
                  1996:

              


      

      


      
        	
                15.1

              	
                The
                  employment of the Executive with the Company commenced on 9 March
                  2004 and
                  there is no period of employment with any previous employer which
                  counts
                  towards the Executive's period of continuous employment for statutory
                  purposes.

              


      

      


      
        	
                15.2

              	
                Normal
                  hours of work are 9.30am to 5.30pm from Monday to Friday with one
                  hour for
                  lunch. However, the Executive shall work such additional hours
                  as are from
                  time to time necessary for the proper performance of his duties
                  and shall
                  not be entitled to receive any additional remuneration for work
                  outside
                  the normal hours of work.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      


      
        	
                15.3

              	
                Subject
                  to clauses 1.2 and 15.5 of this Agreement and unless otherwise
                  agreed by
                  the Board and the Executive, the Executive shall be required to
                  work from
                  the address of the Company set out above, at any principal business
                  address of the Company from time to time) or anywhere in the North
                  West of
                  England as from time to time directed by the Board. The Executive
                  shall be
                  required to work for a minimum of five days per week of which one
                  day may
                  be from home provided that if in the reasonable discretion of the
                  Board
                  the Executive is unable to properly perform his duties under this
                  Agreement whilst working from home, the Executive shall be required
                  to
                  work from the address of the Company set out above, at any principal
                  business address of the Company from time to time) or anywhere
                  in the
                  North West of England as from time to time directed by the Board.
                  

              


      

      


      
        	
                15.4

              	
                There
                  are no collective agreements which directly affect the terms and
                  conditions of employment of the
                  Executive.

              


      

      


      
        	
                15.5

              	
                The
                  Executive will not be required to work outside the United Kingdom
                  for a
                  continuous period of more than one month more than once in any
                  twelve
                  month period.

              


      

      


      
        	
                15.6

              	
                The
                  Executive is subject to the disciplinary rules and procedures of
                  the
                  Company from time to time. Any disciplinary decision relating to
                  the
                  Executive will be taken by the Board in accordance with the term
                  of the
                  disciplinary policy set out in schedule
                  1.

              


      

      


      
        	
                15.7

              	
                If
                  the Executive has any grievance relating to his employment he should
                  set
                  it out in writing specifying the grounds of his complaint and submit
                  it to
                  the Board who will proceed in accordance with the procedure set
                  out in
                  schedule 2.

              


      

      


      
        	16.	
                PRIOR
                  AGREEMENTS

              


      

      


      
        	 	
                This
                  Agreement is in substitution for all and any prior agreements or
                  arrangements (whether or not under seal) between any Group Company
                  and the
                  Executive which shall be deemed to have been terminated by mutual
                  consent
                  with effect from the date of this Agreement without liability on
                  either
                  party but without prejudice to accrued rights and
                  liabilities.

              


      

      
         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

        



      

      
        	17.	
                NOTICES

              


      

      


      
        	 	
                Any
                  notice or other communication to be served given or made under
                  this
                  Agreement shall be in writing signed in the case of the Company
                  by any
                  director secretary or other duly authorised officer of the Company
                  (and it
                  shall be for the Executive to prove that such officer was not duly
                  authorised either specifically or in the ordinary course of employment)
                  and in the case of the Executive signed by the Executive and shall
                  be
                  sufficiently served if left at the address of the recipient set
                  out in
                  this Agreement or such other address at which notices may from
                  time to
                  time be properly given or forwarded to such address by first class
                  post
                  and if served by post shall be deemed to have been served on the
                  second
                  business day after the envelope containing the same properly addressed
                  and
                  prepaid was posted or may be served on the Executive by being given
                  to him
                  personally.

              


      

      


      
        	18.	
                GOVERNING
                  LAW

              


      

      


      
        	
                 

              	
                This
                  Agreement shall be construed in accordance with the laws of England
                  and
                  shall be enforceable in the English Courts and the parties submit
                  to the
                  jurisdiction of such courts for all purposes connected with this
                  Agreement
                  and agree that any writ or other process required to be served
                  for any
                  purpose connected with this Agreement may be served in manner specified
                  in
                  clause 17.

              


      

      


      
        	19.	
                DEFINITIONS

              


      

      


      
        	
                19.1
                  

              	
                Unless
                  otherwise provided or the content otherwise requires words and
                  phrases
                  shall bear the meanings given to them in the Companies Act
                  1985.

              


      

      


      
        	
                19.2

              	
                References
                  to legislation shall be interpreted as references to any re-enactment
                  replacement or modification of such
                  legislation.

              


      

      


      
        	
                19.3
                  

              	
                Headings
                  are for convenience only and shall be disregarded when construing
                  the
                  provisions of this Agreement.

              


      

      


      
        	
                19.4
                  

              	
                Words
                  importing the singular shall include the plural and vice
                  versa.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


      


      
        	
                19.5
                  

              	
                Words
                  importing the masculine gender shall include the feminine gender
                  and vice
                  versa.

              


      

      


      
        	
                19.6

              	
                References
                  to clauses are references to clauses of this Agreement and references
                  to
                  sub-clauses are references to sub-clauses of the clause in which
                  the
                  reference appears.

              


      

      


      
        	
                19.7

              	
                "The
                  Board" means the board of directors of the Company for the time
                  being
                  other than the Executive.

              


      

      


      
        	
                19.8
                  

              	
                "Group"
                  means the Company and its subsidiaries and holding companies from
                  time to
                  time and any subsidiary of any holding company and "Group Company"
                  shall
                  be construed accordingly.

              


      

      



      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      SCHEDULE
        1

      Disciplinary
        Policy

      


      
        	
                1.1

              	
                GENERAL

              


      

      


      These
        disciplinary procedures are to ensure that the Company behaves fairly in
        investigating and dealing with allegations of unacceptable conduct or
        performance. You do not have a contractual right to be treated in accordance
        with these procedures which may be varied from time to time and the Company
        may
        depart from the precise requirements of its disciplinary procedure specified
        below.

      


      All
        cases
        of disciplinary action under these procedures will be recorded and placed
        in the
        Company’s records. A copy of the Company’s disciplinary records concerning you
        will be supplied to you at your request.

      


      The
        following steps will be taken, as appropriate, in all cases of disciplinary
        action:

      


      
        	
                1.2

              	
                INVESTIGATIONS

              


      

      


      No
        action
        will be taken before a proper investigation has been undertaken by the Company
        into the matter complained of. If appropriate, the Company may, by written
        notice, suspend you while the investigation takes place. If you are so suspended
        your Terms and Conditions of employment will continue, together with all
        your
        rights under your Terms and Conditions, including the payment of salary,
        but
        during the period of suspension you will not be entitled to access to any
        of the
        Company’s premises except at the prior written consent of the Company and
        subject to such conditions as the Company may impose. The decision to suspend
        you will be notified to you by the Board and conveyed in writing. You are
        required to co-operate with any disciplinary investigation.

      


      
        	
                1.3

              	
                DISCIPLINARY
                  HEARINGS

              


      

      


      If
        the
        Company decides to hold a disciplinary hearing relating to the matter complained
        of, you will be given details of the complaint against you at least three
        working days before the hearing. At the hearing you will be given an opportunity
        to state your case. You may be accompanied by a fellow employee of your choice
        or trade union official (who is appropriately certified in writing by their
        union). No disciplinary penalty will be imposed without a disciplinary hearing,
        but a hearing may proceed in your absence if you fail to turn up.

      


       

      
        	 	
                1.3.1

              	
                Those
                  with less than twelve months’
                  service

              


      

       

      Following
        an investigation and disciplinary interview the disciplinary stage for those
        with less than 12 months’ service are final written warning and/or
        dismissal.

       

      
        	 	
                1.3.2

              	
                Those
                  with more than twelve months’
                  service

              


      

      
         

      

      Following
        an investigation and disciplinary interview, the disciplinary stages for
        those
        with more than 12 months’ service are first warning, final warning and
        dismissal; note that in cases of gross misconduct summary dismissal will
        apply.

      
         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

        



      

      
        	
                1.4

              	
                APPEALS

              


      

      


      You
        have
        a right to appeal against a disciplinary decision. The details of the person
        you
        can appeal to will be given to you at the disciplinary meeting, or as soon
        as
        possible thereafter. You should inform that person in writing of your wish
        to
        appeal within five working days of the date of the decision which forms the
        subject of your appeal.

      


      The
        appeal must set out the grounds on which you are making the appeal. Arrangements
        to hear the appeal will be made as soon as reasonably practical. You will
        have
        the right to be accompanied to an appeal by a fellow employee or Trade Union
        Official of your choice.

      


      The
        appeal will take the form of a re-hearing by a person who was not involved
        in
        the initial disciplinary hearing or investigation who will consider matters
        afresh.

      


      If
        you
        have been dismissed, your employment will be terminated whether or not you
        appeal: however, if your appeal is successful you will be re-instated and
        there
        will normally be no break in your continuity of employment.

      


      After
        the
        outcome of the appeal is known, no further right of appeal is possible and
        such
        decision will be final and binding.

      


      An
        appeal
        meeting may be adjourned to enable all facts to be considered or to obtain
        further clarification from others.

      


      
        	
                1.5

              	
                GROSS
                  MISCONDUCT

              


      

      


      Certain
        acts of misconduct, breach of duty or acts which bring the Company into
        disrepute are treated so seriously by the Company that cases of this type
        can
        warrant summary dismissal without prior warning or notice.

      


      Matters
        which justify summary dismissal include, but are not limited to:

      
        
          	 	 	 


        

        
          	 	
                  ·

                	
                  failure
                    to obey a lawful order or instruction of the
                    Board;

                


        

      

       

      
        	 	
                ·

              	
                unauthorised
                  disclosure of the affairs of a client or the Company to a third
                  party;

              


      

       

      
        	 	
                ·

              	
                failure
                  to observe the provisions of the Health and Safety at Work Act
                  1974;
                  negligence or deliberate actions likely to cause injury to people
                  or
                  damage to equipment; actions leading to the loss or damage of the
                  Company’s or client’s property or
                  equipment;

              


      

       

      
        	 	
                ·

              	
                being
                  under the influence of alcohol or drugs which impact on your performance
                  whilst working on the Company’s business. This includes any event, whether
                  social, marketing or otherwise, at the Company’s premises or
                  elsewhere;

              


      

      
         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

        


      

      
        	 	
                ·

              	
                failure
                  to follow the Company’s procedures with regard to IT security, including:-
                  accessing, amending, copying or replicating computer information
                  to which
                  you have no right or authority; improper use of the Company’s or client’s
                  systems or equipment; accessing, downloading, storing or forwarding
                  inappropriate material from the internet, e.g. chain letters, junk
                  email,
                  or similar correspondence, indecent material or pornography; sending
                  racially or sexually threatening or harassing messages or any form
                  of
                  indecent material or pornography; 

              


      

       

      
        	 	
                ·

              	
                soliciting
                  money for personal gain, or in the operation of a personal
                  business;

              


      

       

      
        	 	
                ·

              	
                gaining
                  unauthorised access to any computer system of the Company or any
                  other
                  organisation or hacking into another web
                  site;

              


      

       

      
        	 	
                ·

              	
                sending
                  material that contains language which is offensive or that would
                  upset
                  others

              


      

       

      
        	 	
                ·

              	
                communicating
                  material in a manner that would reflect poorly on the
                  Company;

              


      

       

      
        	 	
                ·

              	
                use
                  of any data stored in the Company’s systems other than in connection with
                  related assignments;

              


      

       

      
        	 	
                ·

              	
                excessive
                  use of the Company’s systems for personal
                  matters;

              


      

       

      
        	 	
                ·

              	
                failure
                  to account properly and promptly for all funds received, whether
                  on
                  account of clients or of the
                  Company;

              


      

       

      
        	 	
                ·

              	
                unauthorised
                  expenditure or commitment of Company
                  funds;

              


      

       

      
        	 	
                ·

              	
                conviction
                  of any criminal offence which in the reasonable opinion of the
                  proprietors
                  is likely to reflect adversely on the
                  Company;

              


      

       

      
        	 	
                ·

              	
                fraud,
                  theft, deception or dishonesty;

              


      

       

      
        	 	
                ·

              	
                theft
                  or unauthorised possession of property belonging to the Company
                  or any
                  employee or any of the Company’s
                  clients;

              


      

       

      
        	 	
                ·

              	
                serious
                  damage to the Company or the Company’s clients’
                  property;

              


      

       

      
        	 	
                ·

              	
                refusal
                  to carry out duties or reasonable
                  instructions;

              


      

       

      
        	 	
                ·

              	
                intoxication
                  by drink or drugs;

              


      

       

      
        	 	
                ·

              	
                having
                  alcoholic drink or illegal drugs in your possession, custody or
                  control on
                  the Company’s or clients premises;

              


      

       

      
        	 	
                ·

              	
                serious
                  breach of the Company’s rules;

              


      

       

      
        	 	
                ·

              	
                violent,
                  dangerous or intimidatory conduct;

              


      

       

      
        	 	
                ·

              	
                sexual,
                  racial or other harassment of a fellow
                  employee;

              


      

      
         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

        


      

      
        	 	
                ·

              	
                offering
                  or receiving gratuities without first seeking authorisation from
                  the
                  Company;

              


      

       

      
        	 	
                ·

              	
                improper
                  use of internet or email facilities or other equipment of the Company
                  (please note the Company reserves the right to examine any correspondence
                  (electronic or otherwise) received or sent out from your work address
                  and/or with any equipment provided to you by the
                  Company);

              


      

       

      
        	 	
                ·

              	
                tampering,
                  changing or otherwise interfering with the Company’s software and hardware
                  or other computer equipment or related data
                  records;

              


      

       

      
        	 	
                ·

              	
                serious
                  or wilful neglect of your duties;

              


      

       

      
        	 	
                ·

              	
                failure
                  to follow the Company’s documented procedures and regulations or refusal
                  to comply with the policies of the Company, for example, relating
                  to
                  expenses;

              


      

       

      
        	 	
                ·

              	
                Unauthorised
                  release of data to clients and/or third
                  parties.

              


      

       

      These
        examples are not exhaustive or exclusive and offences of a similar nature
        will
        be dealt with under this procedure.

      


      Gross
        misconduct will result in immediate dismissal without notice or pay in lieu
        of
        notice. The decision to dismiss will not be taken without reference to the
        Board. Dismissal will be notified to you in writing.

      


      
        	
                1.6

              	
                MISCONDUCT

              


      

      


      The
        following offences are examples of misconduct:

      


      
        	 	
                ·

              	
                Bad
                  time-keeping;

              


      

       

      
        	 	
                ·

              	
                Unauthorised
                  absence;

              


      

       

      
        	 	
                ·

              	
                Minor
                  damage to the Company’s property;

              


      

       

      
        	 	
                ·

              	
                Minor
                  breach of the Company’s rules;

              


      

       

      
        	 	
                ·

              	
                Failure
                  to observe the Company’s
                  procedures;

              


      

       

      
        	 	
                ·

              	
                Abusive
                  behaviour;

              


      

       

      
        	 	
                ·

              	
                Non-performance
                  of your duties in the opinion of the
                  Company;

              


      

       

      
        	 	
                ·

              	
                Any
                  conduct which, in the opinion of the Directors, brings you or the
                  Company
                  into disrepute;

              


      

       

      
        	 	
                ·

              	
                A
                  minor failure to comply with any duties expressly set out in your
                  job
                  description.

              


      

       

      These
        offences are not exclusive or exhaustive and offences of a similar nature
        will
        be dealt with under this procedure.

      
         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

        
 

      

      If
        the
        investigation and disciplinary hearing stages indicate that there are grounds
        for action, then the following steps will be taken. The stages will normally
        occur sequentially but we reserve the right to advance the procedures where
        appropriate. These procedures may also be amended in exceptional circumstances,
        for example if you are absent due to sickness or to accommodate any disabilities
        you may have.

      


      If
        at a
        disciplinary hearing a complaint against you is upheld any one of the following
        disciplinary penalties will be available to the Company if you have 12 months
        continuous service:

       

      
        	
                1.7

              	
                FIRST
                  WARNING 

              


      

      


      This
        may
        be oral or written according to the circumstances. In either event, you will
        be
        advised that the warning constitutes the first formal stage of this procedure.
        If the warning is verbal, a note that such a warning has been given will
        be
        placed in the Company’s records.

      


      
        	
                1.8

              	
                FINAL
                  WARNING 

              


      

      


      This
        will
        be confirmed to you in writing. This warning will state that, if you commit
        a
        further offence of misconduct during the period specified in it, your employment
        will be terminated.

      


      
        	
                1.9

              	
                DISMISSAL

              


      

      


      The
        decision to dismiss you will not be taken without reference to a Director
        of the
        Company and will be notified to you in writing.

      


      
        	
                1.10

              	
                INCAPABILITY

              


      

      


      The
        following are examples of incapability:

      


      
        	 	
                ·

              	
                Poor
                  performance

              


      

       

      
        	 	
                ·

              	
                Incompetence

              


      

       

      
        	 	
                ·

              	
                Unsuitability

              


      

       

      
        	 	
                ·

              	
                Lack
                  of application

              


      

       

      These
        examples are not exhaustive or exclusive and instances of a similar nature
        will
        be dealt with under this procedure.

      


      Any
        one
        of the following penalties will be available to the Company in cases of
        incapability, which are upheld following a disciplinary interview and you
        have
        12 months continuous service:

      
         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

        



      

      
        	
                1.11

              	
                FIRST
                  WARNING

              


      

      


      This
        will
        be confirmed in writing. This warning will specify the improvement required
        and
        will state that your work will be reviewed at the end of a specific time
        period
        after the date of the warning.

      


      
        	
                1.12

              	
                FINAL
                  WARNING

              


      

      


      This
        will
        be confirmed to you in writing. This warning will state that unless your
        work
        improves within a specific time period after the date of the warning, your
        employment will be terminated.

      


      
        	
                1.13

              	
                DISMISSAL

              


      

      


      The
        decision to dismiss you will not be taken without reference to a Director
        of the
        Company. Dismissal will be notified to you in writing.

      


      
        	
                1.14

              	
                UNSATISFACTORY
                  SICKNESS RECORD

              


      

      


      The
        following are examples of unsatisfactory attendance:

      


      
        	 	
                ·

              	
                long-term
                  absence due to injury or sickness

              


      

      


      
        	 	
                ·

              	
                frequent
                  short-term absence due to minor
                  ailments.

              


      

      


      
        	 	
                ·

              	
                In
                  appropriate circumstances, the Company may require you to
                  be:

              


      

      


      
        	 	
                ·

              	
                examined
                  by an independent medical practitioner of its choosing. In this
                  event, you
                  agree to co-operate with such a request and to permit the medical
                  practitioner to discuss with the Company, the findings of the examination
                  and their prognosis for your future recovery;
                  and/or

              


      

      


      
        	 	
                ·

              	
                interviewed
                  by an Company representative (at your home, if necessary) if there
                  is a
                  possibility, in the Company’s opinion, that your absence is wholly or
                  partly due to a personal or domestic difficulty or there are other
                  circumstances with which the Company might be able to assist
                  you.

              


      

      
      

      The
        findings of the medical practitioner and/or Company representative will be
        taken
        into account when the Company considers the kind of action, if any, which
        it
        will take against you in respect of your absence from work.

       
        

      If
        appropriate, after such examination/interview, you may be given a first warning
        which will be confirmed to you in writing. This warning will specify a period,
        the length of which (usually, between 1 and 6 months) will depend upon your
        particular health or welfare difficulties over which your attendance will
        be
        monitored by the Company and a specified measure of improvement will be required
        of you at the end of which you will be expected to have returned to
        work.

      
      

      If
        appropriate at the end of such period, you may be required to undergo another
        examination and/or interview the result of which the Company will take into
        account when it considers the kind of action, if any, which it is appropriate
        to
        take against you. Such action may include:

      
         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

        


      

      
        	 	
                ·

              	
                the
                  issue of a final warning which will be confirmed to you in writing
                  and
                  will specify a further period over which your attendance will be
                  monitored
                  and the level of improvement expected of you during such period.
                  This
                  warning will state that failure to show the necessary improvement
                  within
                  the specified period will result in your dismissal;
                  or

              


      

       

      
        	 	
                ·

              	
                your
                  dismissal on notice if the Company concludes, following your medical
                  examination, that you are not likely to be fit to return to work
                  in the
                  foreseeable future and that, in all the circumstances, the needs
                  of its
                  business render it impracticable to await further your return to
                  health or
                  fitness; or

              


      

       

      The
        decision to dismiss you will not be taken without reference to a Director
        of the
        Company and will be notified to you in writing.

       

      Subject
        to satisfactory performance and conduct any warning under these procedures
        will
        be removed from the Company’s records after twelve months.

       

      



      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2

      Grievance
        Procedure

      


      The
        Company will try to resolve, as quickly as possible, any grievance/complaint
        you
        may have about your employment. Outlined in this section is the action you
        should take to make your grievance heard. These procedures may be amended
        in
        exceptional circumstances, for example if you are absent due to sickness
        or for
        us to accommodate any disabilities.

       

      


      In
        the
        first instance you should raise your complaint with The Board. It is hoped
        that
        most grievances can be dealt with on an informal basis by a Director who
        will be
        appointed to deal with such grievance.

      


      You
        are
        entitled to be accompanied to formal grievance meetings by a work companion
        or
        Trade Union representative, who will be able to address the hearing on your
        behalf. 

      


      If
        you
        wish to raise a formal grievance the following stages should be
        followed:

      


      
        	
                1.1

              	
                Stage
                  One

              


      

      


      If
        a
        Director cannot satisfactorily resolve the problem informally, you should
        put
        your grievance to the Board in writing, Thereafter, the Company shall arrange
        a
        meeting with you as soon as reasonably practicable. You have the right to
        be
        accompanied to that meeting by a Trade Union Representative or work
        companion.

       

      


      
        	
                1.2

              	
                Stage
                  Two

              


      

      


      If
        you
        are dissatisfied with the outcome of stage one or the matter is of a serious
        nature, you should appeal the issue to the Board. The Board will then arrange
        for a Director not previously involved in stage 1 to see you to discuss the
        matter fully and to try to reach a satisfactory solution. You will be informed
        of the outcome and any proposed action and a record of the grievance will
        be
        made. The decision at this level will be final. You have the right to be
        accompanied to that meeting by a Trade Union Representative or work
        companion.

       


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      I
        N W I T N E S S
        this
        agreement has been executed as a deed

      


      
        	
                Signed
                  and delivered as a deed by

              	
                )

              
	
                the
                  Company

              	
                )

              
	
                acting
                  by a director and its

              	
                )

              
	
                secretary

              	
                )

              
	 	 
	 	 
	
                Director

              	 
	 	 
	 	 
	
                Secretary

              	 
	 	 
	 	 
	 	 
	 	 
	
                Signed
                  and delivered as a deed by

              	
                )

              
	
                the
                  Executive

              	
                )

              
	
                in
                  the presence of:-

              	
                )

              


      

      


      
        
          
          

        

        
          25