DATED
                OCTOBER 12, 2005

            


    

    


    


    (1)
      LCJ ACQUISITIONS LIMITED

    


    and

    


    (2)
      LOUIS INGRAM

    


    _______________________________________

    


    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.

            	
              Louis
                Ingram of Wigmore Hall, Wigmore, Herefordshire, HR6 9UL ("the
                Executive")

            


    

    


    IT
      IS AGREED
      as
      follows:-

    


    1. APPOINTMENT

    


    
      	
              1.1

            	
              The
                Company appoints the Executive as Creative
                Director 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 15.6, 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 15.6, 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 image
                acquisition and the training as necessary of other employees in the
                Company in image acquisition.

            


    

    


    
      	
              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 competing 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 or from holding shares in a non competing
                business.

            


    

    


    
      	
              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 (adjusted pro rata following 8 March 2006 on
                the basis of days actually worked per month) 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.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    
      	
              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.
                

            


    

    


    
      	
              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

        
          

        

      

      
        
        

      

    


    


    
      	5.	
              HOLIDAYS

            


    

    


    
      	
              5.1

            	
              Unless
                otherwise agreed by the Board and the Executive, the Executive shall
                be
                entitled to 4 weeks paid holiday (adjusted pro rata following 8 March
                2006
                on the basis of days actually worked per month) 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.

            


    

    


    
      	5.2	
              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

        
          

        

      

      
        
        

      

    


    


    
      	
              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.

            


    

    


    
      	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. 

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


    
      	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.

            


    

    


    
      	
              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.

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


    
      	
              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

            


    

    


    
      	
              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

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


     

    
      


      
        	
                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.

            


    

    


    
      	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.

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


    
      	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.

            


    

    


    
      	
              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.

            


    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    
      


      
        	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.

            


    

    


    
      	
              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 

            


    

    
         

      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    
      	
            	(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.

            


    

    
      
      

      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    
      


      
        	
                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

            	
              Subject
                to clause 15.6, 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.

            


    

    
       

       

      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                15.3

              	
                Subject
                  to clauses 1.2 and 15.6 of this Agreement and unless otherwise
                  agreed by
                  the Board and the Executive, the Executive shall be required to
                  work:

              


      

      


      
        	 	
                (a)
                  during the period from the date of this Agreement until 8 March
                  2006, for
                  a minimum of five days per week;
                  and

              


      

      


      
        	 	
                (b)
                  for any period of employment after 8 March 2006, for a minimum
                  of one and
                  a half days per week.

              


      

          

    

    
      	
              15.4

            	
              Subject
                to clauses 1.2 and 15.6 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. During the period
                from
                the date of this Agreement until 8 March 2006, the Executive may
                from time
                to time also work 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.

            


    

    


    
      	
              15.5

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

            


    

    


    
      	
              15.6

            	
              The
                Executive will not be required to work outside the United Kingdom
                for a
                continuous period of more than one month up to 8 March 2006. Thereafter,
                the Executive will not be obliged to work outside the United
                Kingdom.

            


    

    


    
      	
              15.7

            	
              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

        
          

        

      

      
        
        

      

    


    
      


      
        	
                15.8

              	
                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.

            


    

    


    
      	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.

            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      


      
        	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.

            


    

    


    
      	
              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.

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    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.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    


    
      	 	
              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.

    


    
      	
              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;

            


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    


    
      
        	 	
                ·

              	
                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;

              


      

      
        	 	 	 


      

    

    
      
        	 	
                ·

              	
                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;

            


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    


    
      
        	 	
                ·

              	
                serious
                  breach of the Company’s rules;

              


      

      
        	 	 	 


      

    

    
      
        	 	
                ·

              	
                violent,
                  dangerous or intimidatory conduct;

              


      

      
        	 	 	 


      

    

    
      
        	 	
                ·

              	
                sexual,
                  racial or other harassment of a fellow
                  employee;

              


      

      
        	 	 	 


      

    

    
      
        	 	
                ·

              	
                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;

            


    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    


    
      
        	 	
                ·

              	
                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.

    


    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

            


    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    


    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:

    


    
      	
              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.


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    


    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:

    
      
        	 	 	 


      

      
        	 	
                ·

              	
                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.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    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.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


     


    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:-

              	
                )

              


      



     

    
      
        
        

      

      
        26