EXHIBIT 4.3



THIS AGREEMENT is made the 27th day of July 1999 BETWEEN (1) TOWNPAGESNET.COM
PLC whose registered office is at 11 Market Square, Alton, Hampshire GU34 1HD
("the Company") and (2) RICHARD IAN WALKER of 19 St Anns Road, North Heald
Green, Cheshire SKB 3SE ("the Chief Financial Officer" or 'the CFO')

NOW IT IS AGREED that the Company will employ the CFO and the CFO will serve the
Company as Chief Financial Officer and as a Director of the Company on the
following terms and conditions:

1.    DEFINITIONS AND INTERPRETATIONS

In this Agreement:

      1.1   'Associated Company' means a subsidiary and any other company which
            is for the time being a holding company (as defined by the Companies
            Act 1985 Section 736) of the Company or another subsidiary of any
            such holding company.

      1.2   'Subsidiary' means a subsidiary (as defined in the Companies Act
            1985 Section 736) for the time being of the Company.

      1.3   'the Board' means the board of  directors  for the time being of
            the Company.

      1.4   'Incapacity' means any illness or other like cause incapacitating
            the CFO from attending his duties.

      1.5   Unless the context otherwise requires words importing one gender
            include all other genders and words importing the singular include
            the plural and vice versa.

      1.6   Any reference to a statutory provision shall be deemed to include a
            reference to any statutory modification or re-enactment of it.

      1.7   The clause headings do not form part of this Agreement and shall not
            be taken into account in its construction or interpretation.

      1.8   Any  reference  to the CFO  shall  if  appropriate  include  his
            personal representatives.

      1.9   References in this Agreement to any sub-clause schedule or paragraph
            without further designation shall be construed as references to the
            clause sub-clause schedule or paragraph of this Agreement so
            numbered.

2.    TERM OF EMPLOYMENT

      The employment of the CFO commences or shall be deemed to have commenced
      on Tuesday 27th July 1999 and is subject to termination by either party
      giving to the other not less than six months notice in writing and as
      provided below.


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3.    DUTIES

      3.1   The CFO shall during his employment under this Agreement:

            3.1.1 perform the duties and exercise the powers which the Board may
                  from time to time properly assign to him in connection with
                  the business of the Company and the business of any one or
                  more of its Associated Companies and/or Subsidiaries including
                  performing duties as requested by the Board from time to time
                  by serving on the board of such Associated Companies and/or
                  subsidiaries or by any other executive body or any committee
                  of such a company; and

            3.1.2 do all in his power to promote develop and extend the business
                  of the Company and of its Associated Companies and
                  Subsidiaries and at all times and in all respects conform to
                  and comply with the proper and reasonable directions and
                  regulations of the Board.

      3.2   The CFO shall work in any place within the United Kingdom which the
            Board may require for the proper performance and exercise of his
            duties and powers and he may be required to travel abroad on the
            business of the Company or any of its Associated Companies and/or
            Subsidiaries.

      3.3   If the Company requires the CFO to work permanently at a place which
            necessitates a move from his present address the Company will
            reimburse the CFO for all removal expenses directly and reasonably
            incurred as a result of the Company's requirement up to the maximum
            permitted tax free under Schedule 11A of the Income and Corporation
            Taxes Act 1988.

4.    OFFICE OF DIRECTOR

      During his employment under this Agreement the CFO shall not:

      4.1   voluntarily resign as a director of the Company;

      4.2   voluntarily  do or  refrain  from  doing  any  act  whereby  his
            office as a director of the  Company is or becomes  liable to be
            vacated: or

      4.3   do  anything  that  would  cause  him  to be  disqualified  from
            continuing to act as a director.

5.    REMUNERATION

      The remuneration of the CFO shall be a salary (which shall accrue from day
      to day) at the rate of (pound)65,000 per year (or such hIGHer rate as the
      Company may in its discretion from time to time decide) inclusive of any
      directors' fees payable to him under the articles of association of the
      Company and of any Subsidiaries or Associated Companies of which he is
      from time to time a director payable in arrears by equal monthly
      installments on the last working day of every month.


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6.    PENSION SCHEME

      The Company will pay into a private pension scheme maintained by the CFO
      during his employment an amount equal to 10% of his annual salary from
      time to time.

7.    LIFE  ASSURANCE  COVER AND  PRIVATE  MEDICAL AND  DIRECTORS  LIABILITY
      INSURANCE

      The Company will maintain at its expense during the CFO's employment under
      this Agreement:

      7.1   life assurance cover on the life of the CFO of not less than three
            times the CFO's salary for the time being.

      7.2   private medical insurance through BUPA, or equivalent for the CFO
            and his wife and dependant children.

      7.3   Directors and officers liability insurance.

      7.4   Permanent  health  insurance  for the CFO at a level  determined
            by the Company.

8.    COMPANY CAR

      8.1   The Company will supply the CFO with a car deemed by the Company to
            be suitable in relation to his position within the Company under
            this Agreement in respect of which the Company will pay all running
            costs including insurance and maintenance.

      8.2   The CFO shall take good care of the car and ensure that the
            provisions and conditions of any Company car policy and of any
            insurance policy relating to it are observed and shall return the
            car and its keys to the Company at its registered office (or any
            other place the Company may reasonably nominate) immediately upon
            the termination of his employment however arising.

9.    EXPENSES

      The Company shall pay or procure to be paid to the CFO:

      9.1   all reasonable traveling hotel and other expenses wholly exclusively
            and necessarily incurred by him in or about the performance of his
            duties under this Agreement and

      9.2   the cost of subscription to all professional bodies to which he is
            obliged to belong and the costs of attending any courses in order to
            maintain his professional qualifications.

      PROVIDED that the CFO if so required by the Company provides reasonable
      evidence of the expenditure in respect of which he claims reimbursement.


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10.   HOLIDAYS

      The CFO shall (in addition to the usual public and bank holidays) be
      entitled to not less than 25 days' holiday in each year to be taken at a
      time or times convenient to the Company.

11.   ILLNESS

      The CFO shall continue to be paid during any period or periods of absence
      due to Incapacity (such payment to be inclusive of any statutory sick pay
      or social security benefits to which he may be entitled), up to a maximum
      of six months in any period of twelve months.

12.   SHARE OPTION

      The Company shall procure the grant to the CFO of the right to acquire
      29,526 ordinary shares of 1p each in the capital of the Company subject to
      the terms and conditions of the Company's Share Option Scheme.

13.   TIME AND ATTENTION

      During the continuance of his employment under this Agreement the CFO
      shall, unless prevented by Incapacity, devote his whole time and attention
      to the business of the Company and shall not without the prior written
      consent of the Board:

      13.1  engage in any other business or

      13.2  be concerned or interested in any other business of a similar nature
            to or competitive with that carried on by the Company or any of its
            Subsidiaries or Associated Companies

      PROVIDED that nothing in this clause shall preclude the CFO from holding
      or being otherwise interested in any shares or other securities of any
      company which are for the time being quoted on any recognized stock
      exchange so long as the interest of the CFO in such shares or other
      securities does not extend to more than 1% of the total amount of such
      shares or securities.

14.   CONFIDENTIALITY

      14.1  The CFO is aware that in the course of employment under this
            Agreement he will have access to and be trusted with information in
            respect of the business and the financing of the Company and its
            dealings transactions and affairs and likewise in relation to its
            Subsidiaries and Associated Companies all of which information is or
            may be confidential.

      14.2  The CFO shall not (except in the proper course of his duties) during
            or at any time after the period of his employment under this
            Agreement divulge to any person whatsoever or make use for his own
            purposes or otherwise (and shall use his best


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            endeavors to prevent the publication or disclosure by himself or
            others of) any trade secret or secret manufacturing process or any
            confidential information concerning the business or finances of the
            Company or any of its dealings transactions affairs or any trade
            secret or secret manufacturing process or any such confidential
            information concerning an of its Subsidiaries or Associated
            Companies. The obligations set out in this Clause 14.2 shall survive
            the termination of this Agreement but shall cease to apply to any
            information or knowledge which may (otherwise than through the
            unauthorized act or default of the CFO) become available to the
            public generally without requiring a significant expenditure of
            labor, skill or money.

      14.3  All notes and memoranda of any trade secrets or confidential
            information concerning the business of the Company and its
            Subsidiaries or Associated Companies which shall be acquired
            received or made by the CFO during the course of his employment
            shall be the property of the Company and shall be surrendered by the
            CFO to someone duly authorized in that behalf at the termination of
            his employment or at the request of the Board at any time during the
            course of his employment.

15.   SUMMARY TERMINATION OF DIRECTORSHIP

      The employment of the CFO may be terminated by the Company without notice
      or payment in lieu of notice:

      15.1  If the CFO is guilty of any gross default or misconduct in
            connection with or affecting the business of the Company or any
            Subsidiary or Associated Company to which he is required by this
            Agreement to render services.

      15.2  In the event of any serious or repeated breach or non-observance by
            the CFO of any of the stipulations contained in this Agreement.

      15.3  If the CFO becomes bankrupt or makes any composition or enters into
            any deed of arrangement with his creditors.

      15.4  If the CFO is convicted of any arrestable criminal offence (other
            than an offence under road traffic legislation in the United Kingdom
            or elsewhere for which a fine or non-custodial penalty is imposed).

      15.5  If the CFO is disqualified from holding office in another company in
            which he is concerned or interested because of wrongful trading
            under the Insolvency Act 1986

      15.6  If the CFO shall become of unsound mind or become a patient under
            the Mental Health Act 1983.

      15.7  If the CFO is convicted of an offence under the Criminal Justice Act
            1993 Part V or under any other present or future statutory enactment
            or regulations relating to insider dealings.


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      15.8  If the CFO resigns as a director of the Company otherwise than at
            the request of the Company.

16.   RESIGNATION FROM DIRECTORSHIPS

      Upon the termination by whatsoever means of his employment under this
      Agreement:

      16.1  the CFO shall at the request of the Company immediately resign from
            office as a director of the Company and a director of the Company
            and from such offices held by him in any Subsidiaries and Associated
            Companies as may be so requested and in the event of his failure so
            to do the Company is hereby irrevocably authorized to appoint some
            person in his name and on his behalf to sign and deliver such
            resignation to the Company and to each of the Subsidiaries and
            Associated Companies of which the CFO is at the material time a
            director or other officer.

      16.2  the CFO shall not without the consent of the Company at any time
            thereafter represent himself still to be connected with the Company
            or any of the Subsidiaries and Associated Companies.

17.   RESTRICTIONS

      The CFO undertakes as separate and independent agreements that he will
      not:

      17.1  for a period of six months after the termination of this Agreement
            either on his own account or for any other person directly or
            indirectly solicit, interfere with or endeavor to entice away from
            the Company or any of the Subsidiary or Associated Companies any
            person who to his knowledge is now or has during the two years
            preceding the date of this agreement been a client, customer or
            employee of, or in the habit of dealing with, such company;

      17.2  for a period of six months after the termination of this Agreement
            without the Board's prior written consent either alone or jointly
            with or as manager, agent for or employee of any person, directly or
            indirectly carry on or be engaged or concerned or interested in

            (a)   in  the   business   of  the   supply  of   Internet-based
                  interactive services, or

            (b)   in any other business similar to any business carried on by
                  the Company or any of the Subsidiary or Associated Companies
                  at the date of termination of this agreement.

18.   NOTICES

      Notices may be given by any party by letter addressed to the other party
      or parties at (in the case of the Company) its registered office and (in
      the case of the CFO) his last known address and any notice given by letter
      shall be deemed to have been given at the time at which the letter would
      be delivered in the ordinary course of post or if delivered by hand


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      upon delivery and in proving service by post it shall be sufficient to
      prove that the notice was properly addressed and posted.

19.   PARTICULARS OF EMPLOYMENT

      The Schedule to this Agreement sets out such of the particulars of the
      CFO's employment with the Company in accordance with the requirements of
      the Employment Rights Act 1996 Section 1 to 3 as are not referred to
      elsewhere in the Agreement.

20.   MISCELLANEOUS

      20.1  This Agreement is governed by and shall be construed in accordance
            with the laws of England.

      20.2  The parties to this Agreement submit to the exclusive jurisdiction
            of the English courts.

      20.3  This Agreement contains the entire understanding between the parties
            and supersedes all previous agreements and arrangements (if any)
            relating to the employment of the CFO by the Company (which shall be
            deemed o have been terminated by mutual consent).

IN WITNESS whereof this Agreement has been entered into on the date set out
above.

SIGNED by                     )
for and on behalf of          )
TOWNPAGESNET.COM PLC          )
In the presence of:--         )


SIGNED by                     )
RICHARD IAN WALKER            )
In the presence of:--


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                                    SCHEDULE

1.    COMMENCEMENT OF CONTINUOUS EMPLOYMENT

      The CFO's period of continuous employment began on Tuesday 27th July,
      1999.

2.    COLLECTIVE AGREEMENTS

      There are no collective  agreements  which  directly  affect the terms
      and conditions of the CFO's employment

3.    AMPLIFICATION OF TERMS AND EMPLOYMENT

      In accordance with the Employment Rights Act 1996 Section 1 the following
      terms of the CFO's employment apply on the date of this Agreement:

      3.1   Hours of work:  the CFO shall work such hours as are  reasonably
            necessary  for the full and  proper  performance  of his  duties
            under this Agreement. There are no normal hours of work.

      3.2   Holidays: the CFO is entitled to 25 days' holiday with pay which
            accrues (and on termination of employment the holiday pay in lieu of
            holiday accrues) pro rata throughout each year of employment under
            this Agreement.

4.    REQUIRED INFORMATION

      The following information is supplied pursuant to the Employment Rights
      Act 1996 Section 3 and reflects the Company's current practice:

      4.1   Disciplinary   rules   and   procedure:    (specify   or   state
            availability for inspection)

      4.2   Grievance   procedure:   (specify  or  state   availability  for
            inspection)

      4.3   Appeals   procedure:   (specify   or  state   availability   for
            inspection)

      4.4   A  contracting-out  certificate  not in force in respect of this
            employment.


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