Exhibit 10.4    Service Agreement by and between Ci4net.com
Limited and Roger Holdom

BETWEEN

     (1)    Ci4net Limited (Company number 3714112) whose
            registered office is at  Trafalgar House, 11 Waterloo
            Place, London SW1Y 4AU (the "Company")

     and

     (2)    Roger Holdom of 6 Phoenix Road, London, SE20-7BT (the
            "Executive")

WHEREBY IT IS AGREED  as follows:

Meaning of words used

     1.1    In this Agreement and the Schedule the following
expressions have the following meanings:-

    "Board"              the Board of Directors of the Company
                         from time to time

    "Commencement Date"  6th December 1999

    "Financial Period"   an accounting reference period of the
                         Company determined in accordance with
                         the provisions of Sections 224 and 226
                         of the Companies Act 1985.

   "Group"               the Company and all those Group
                         Companies wherever registered or
                         incorporated for which the Executive
                         performs duties and/or functions
                         pursuant to Clause 4;

   "Group Company"       any holding company for the time being
                         of the Company or any subsidiary for the
                         time being of the Company or of any such
                         holding company (for which purpose
                         "holding company" and "subsidiary" have
                         the meanings ascribed to them by Section
                         736 of the Companies Act 1985 as amended
                         by the Companies Act 1989);

    "Head Office"        Trafalgar House, 11 Waterloo Place,
                         London, SW1Y 4AU

   "the 1996 Act"        the Trade Union Reform and Employment
                         Rights Act 1996;

   "The London Stock
    Exchange"            London Stock Exchange Limited;

   "PAYE deductions"     deductions made to comply with
                         regulations made under Section 203
                         Income and Corporation Taxes Act 1988
                         and with any obligations to deduct
                         national insurance contributions;


   "recognised investment
    exchange"            has the meaning ascribed to it in
                         Section 207 of the Financial Services
                         Act 1986.


     1.2     References herein to "Clauses", "sub-clauses" and
"the Schedule" are to clauses and sub-clauses of and the Schedule
to this Agreement unless otherwise specified.

     1.3     Unless otherwise required words denoting the
singular include the plural and vice versa.

     1.4     References in this Agreement to statutory provisions
include all modifications and re-enactments of them and all
subordinate legislation made under them.

     1.5     Clause headings are included in this Agreement for
convenience only and do not affect its construction.

Previous agreements
     2.1     This Agreement contains the entire and only
     agreement and
     will govern the relationship between the Company and the
     Executive from the Commencement Date in substitution for all
     previous agreements and arrangements whether written, oral
     or implied between the Company or any Group Company and the
     Executive relating to the services of the Executive all of
     which will be deemed to have terminated by consent with
     effect from the Commencement Date.  The Executive and the
     Company acknowledge that in entering into this Agreement
     neither has relied on any representation or undertaking by
     the other whether oral or in writing except as expressly
     incorporated in this Agreement.

     2.2     The Executive hereby acknowledges that he has no
     outstanding claim of any kind against any Group Company.

     2.3     The Executive warrants and represents to the Company
     that he will not be in breach of any existing or any former
     terms of employment applicable to him whether express or
     implied or
     of any other obligation binding on him by reason of him
     entering into this Agreement or performing all or any of his
     duties and obligations under it.

     Appointment, term and notice
     3.1     The Company will employ the Executive and the
     Executive will serve the Company as a Business Development Director
     and be treated in a similar manner in regards to authority,
     benefits and share options as other directors at the same
     level in the Company or within a Group Company.

     3.2     Subject as hereinafter provided the said appointment
     will commence on the Commencement Date and will continue
     thereafter unless and until the employment is terminated by
     either party giving to the other not less than 12 calendar
     months written notice PROVIDED that the first 3 months of
     the employment shall be considered as a mutual trial period
     at the end of which either party may terminate this
     agreement in writing.

     3.3     The Executive agrees that at its absolute discretion
     the Company may terminate the Executive's employment under
     this Agreement with immediate effect by paying to the
     Executive in full and final settlement of all claims which
     he has or may have against the Company or any director,
     employee or agent of the Company or any Group Company under
     or arising out of his employment with the Company or any
     such Group Company, on the termination of his employment or
     otherwise salary (less PAYE deductions) in lieu of the
     balance of the notice period or remainder of the notice
     period if at the Company's request the Executive has worked
     during part of the notice period.

     3.4     Notwithstanding the provisions of Clause 3.2, the
     Executive's employment under this Agreement will
     automatically terminate on his 60th birthday.

     3.5     The Executive's continuous employment with the
     Company for the purpose of the 1996 Act commenced on the
     Commencement Date.

     Duties
     4.1     The Executive will carry out such duties and
     functions, exercise such powers and comply with such
     instructions in
     connection with the business of the Company and the Group
     Companies as the Board reasonably determines from time to
     time.  Except when prevented by illness, accident or holiday
     as provided below the Executive will devote the whole of his
     time (save for time spent on the affairs or such other
     projects as maybe agreed between the parties, consent to
     such projects not to be unreasonably withheld by the
     Company), attention and skill to the affairs of the Company
     and where appropriate the Group Companies and use his best
     endeavours to promote their interests provided that without
     prejudice to any other rights of the Company, the Board may
     at any time require the Executive to cease performing and
     exercising all or any of such duties, functions or powers.

     4.2     The Executive will if and so long as he is so
     Required by the Company carry out duties which fall within
     his
     experience in the media and marketing industry as director,
     officer or employee of any other Group Company.  The duties
     attendant on any such appointment will be carried out by the
     Executive as if they were duties to be performed by him on
     behalf of the Company under this Agreement.

     4.3     The Executive will at all times promptly give to the

     Board (in writing if requested) all information, explanations and
     assistance that the Board may require in connection with the
     business or affairs of the Company and the Group and his
     employment under this Agreement.

     4.4     The Company will provide the Executive with an assistant
     to help him perform his duties to the Company immediately. The
     Executive will be involved in the recruitment of any such
     assistant.  Provided the Company has used reasonable
     endeavours so to do, no failure by the Company to provide an
     assistant will amount to a breach by the Company of its
     obligations herein.

Place of work
     5.1     The Executive will perform his duties at the Head Office
     of the Company or such other place of business of the Company
     or of any Group Company as the Company requires or as may be
     agreed with the Executive (from time to time) whether inside
     or outside the United Kingdom but the Company will not
     require him without his prior consent to go to or reside
     anywhere outside the United Kingdom except for occasional
     visits in the ordinary course of his duties comprising in
     aggregate no more than 90 days in any 6 month period.

     5.2     If the Company relocates its head office/changes the
     Executive's place of work so that the Executive has to
     relocate his residence, the Company will reimburse him for
     his reasonable removal and other incidental expenses in
     accordance therewith within a month of the Executive
     incurring such expenditure.

     5.3     If the Company relocates its Head Office from its present
     position to more than 25 miles from the Executive present
     home, the Executive will have the option to work from home
     or any other location to be agreed with the Company for a
     period of not less than 2 days per week. The cost of
     providing facilities at the Executives home or other
     location shall be met by the Company. If the Executive
     incurs additional travelling expenses due to the Head Office
     move, these additional expenses will also be met by the
     Company.

Hours of Work
     6.      The Company's normal office hours are from 9.00 am to
     5.30pm Monday to Friday but the Executive may be required to work
     outside these hours without additional remuneration in order
     to meet the requirements of the business if so required for
     the proper performance of his duties. If the Executive works
     beyond 9.00p.m. on any day, he will not be required to
     attend the office punctually at 9.00am the following day.

Remuneration
     7.1     The Company will pay the Executive a salary at the rate
     of GBP80,000 per annum with effect from the Commencement Date
     which will accrue from day to day and be payable in arrears
     by equal monthly instalments on the last day of each month.

     7.2     The Executive's salary will be subject to upward review
     only by the Board which will be effective on and from 1st January
     in each year during the Executive's employment under this
     Agreement commencing 1st January 2001 provided that the
     increase (if any) of such salary together with such
     additional emoluments will be a matter to be decided at the
     Board's absolute discretion

     7.3     The salary referred to in Clause 7.1 will be inclusive of
     any director's fees to which the Executive may be entitled
     as a director of the Company or of any Group Company.

     7.4     The Executive will be entitled to participate in any
     bonus scheme for executive directors implemented by the Board
     from time to time.

     7.5     The Executive will receive 300,000 options @ $3 in the
     Company's option scheme on joining the company. In addition
     a separate incentive and bonus share option scheme will be
     entered into between the Executive and the Company and will
     be annexed to this Agreement with 60 days of signing this
     agreement.

Expenses
     8.      The Executive shall be entitled to be reimbursed:

     8.1  all out of pocket expenses (including hotel, travelling and
     entertaining expenses) reasonably incurred by him in the
     proper performance of his duties, subject to the production
     of such receipts or other evidence as the Company may
     reasonably require.

     8.2   all expenses (including, without limitation, all legal and
     other costs of sale and purchase, the cost of any temporary
     accommodation, removal charges and an allowance for the
     provision or replacement of fittings such as carpets and
     curtains) reasonably incurred by or on behalf of the
     Executive in moving from his present residential address to
     another if required to do so by the Company.

     8.3  the cost of subscription to all professional bodies towhich
     the Executive is obliged to belong in order to maintain his
     professional qualification.

Motor Car
     9.  The Company shall provide the Executive with a car allowance
     of GBP750.00 per calendar month and reimburse the Executive
     for the use of his personal car at the standard AA or RAC
     rate of mileage.

Holidays
     10.1  In addition to normal public holidays the Executive will be
     entitled to 20  working days' paid holiday in each calendar
     year, such holiday to be taken at such time or times as may
     be approved by the Board.

     10.2 Any holiday entitlement which is not taken by the end of the
     calendar year to which it relates will be lost and may not
     be carried forward.

     10.3  The Executive's entitlement to paid holiday in the calendar
     year in which his employment terminates will be 2 days for
     each completed calendar month in that year provided that no
     such entitlement to paid holiday will arise if the Executive
     terminates his employment without the Company's consent
     before the expiry of notice given by him pursuant to Clause
     3.2 or without giving notice or before the expiry of the
     fixed term referred to in Clause 3.2 or if the Company
     terminates the Executive's employment pursuant to Clause
     18.1.

     10.4  Where the Executive has taken more or less than his holiday
     entitlement in the year his employment terminates, a
     proportionate adjustment will be made by way of addition to
     or deduction from (as appropriate) his final gross pay
     calculated on a pro-rata basis.

Conflict of interests
     11.1 The Executive will disclose promptly to the Board in writing
     his interests of more than 5% in any business other than
     that of the Company and the Group and will notify the Board
     immediately of any change in his external interests.  Except
     with the written consent of the Board the Executive will not
     during his employment  under this Agreement be directly or
     indirectly engaged, concerned or interested whether as
     principal, servant or agent (on his own behalf or on behalf
     of or in association with any other person) of more than 5%
     in any other trade, business or occupation  other than the
     business of the Company or any Group Company provided that
     the Executive will not be precluded from being interested
     for investment purposes only as a member, debenture holder
     or  beneficial owner of any stock, shares or debentures
     which are listed or dealt in on a recognised investment
     exchange and which do not represent more than five per cent.
     of the total share or loan capital from time to time in
     issue in such company.

     11.2    The Executive will not during his employment introduce to
     any other person, firm, company or organisation business of
     any kind with which the Company or any other Group Company
     for which he has performed services under this Agreement is
     able to deal and he will not have any financial interest in,
     or derive any financial or other benefit from, contracts or
     transactions entered into by the Company or any other Group
     Company for which he has performed services under this
     Agreement with any third party without first disclosing such
     interest or benefit to the Board and obtaining its written
     approval.

Pension and Other Benefits
     12.1   The Executive is eligible for membership of the Permanent
     Health Scheme at its most senior level subject to the
     provisions governing such Scheme.  A copy of those
     provisions will be supplied by the Company on request.

     12.2   The Company shall make contributions to the Executive's
     Personal Pension Scheme at the rate of 15 per cent of the
     Executive's annual remuneration for the time being. The
     Executive's pension contribution will be subject to upward
     review only by the Board which will be effective on and from
     1st January in each year during the Executive's employment
     under this Agreement commencing 1st January 2001

     12.3 During the Term the Company shall provide the Executive, his
     spouse and children under the age of 18 years or in full
     time education, with membership of a private medical
     insurance scheme, subject to the Company being able to
     obtain such membership at normal rates and in accordance
     with the information describing the Company's medical
     insurance arrangements which has already been supplied to
     the Executive.

     12.4  Provided the same is available at normal rates, The Company
     will procure for the Executive life assurance cover with a
     reputable insurer, which, in the event of the Executive's
     death during the Employment, will realise for the
     Executive's chosen dependants a lump sum equal to four times
     the Executive's basic annual remuneration for the time being
     payable under this Agreement.

     12.5   During the Executive's employment under the terms of this
     Agreement the Executive shall be invited to apply for
     options to be granted to him under the terms of any option
     schemes in place from time to time as the Board determines
     from time to time.

     Restrictive covenants
     13.1   In this Clause 13 the following expressions have the
     following meanings:
"Critical Person"        any person who was an employee,
                         agent, director, consultant or
                         independent contractor employed,
                         appointed or engaged by the Company or
                         any Relevant Group Company at any time
                         within the Relevant Period who by reason
                         of such employment, appointment or
                         engagement and in particular his/her
                         seniority and expertise or knowledge of
                         trade secrets or confidential
                         information of the Company or any Group
                         Company or knowledge of or influence
                         over the clients, customers or suppliers
                         of the Company or any Group Company is
                         likely to be able to assist or benefit a
                         business in or proposing to be in
                         competition with the Company or any
                         Relevant Group Company;

"Relevant Customer"      any person, firm company or
                         organisation who or which at any time
                         during the Relevant Period is or was:-
                              (i)    negotiating with the Company or a
                              Relevant Group Company for the sale
                              or supply of Relevant Products or
                              Services; or
                              (ii)   a client or customer of the
                              Company
                              or any Relevant Group Company for
                              the sale or supply of Relevant
                              Products or Services.
                         and in each case with whom or which the
                         Executive was directly concerned or
                         connected or of whom or which the
                         Executive had personal knowledge during
                         the Relevant Period in the course of his
                         employment hereunder;
"Relevant Group Company" any Group Company (other than the
                         Company) for which the Executive has
                         performed services under this Agreement
                         or for which he has had
                         operational/management responsibility at
                         any time during the Relevant Period;

"Relevant Period"        the period of 12 months immediately
                         before the Termination Date;

"Relevant Products"      products or services which are of
                         the same kind as or of a Services"
                         materially similar kind to or
                         competitive with any products or
                         services sold or supplied by the Company
                         or any Relevant Group Company within the
                         Relevant Period and with which sale or
                         supply the Executive was directly
                         concerned or connected or of which he
                         had personal knowledge during the
                         Relevant Period in the course of his
                         employment hereunder;

"Termination Date"       the date on which the
                         Executive's employment under this
                         Agreement terminates and references to
                         "from the Termination Date" mean from
                         and including the date of termination.

"Restricted Territory"   United Kingdom

       13.2  The Executive will not without the prior written consent
       of the Company directly or indirectly and whether alone or
       in conjunction with or on behalf of any other person and
       whether as a principal, shareholder, director, employee,
       agent, consultant, partner or otherwise:-
              13.2.1   within the Restricted Territory for a period of
              twelve months from the Termination Date be
              engaged, concerned or interested in, or provide
              technical, commercial or professional advice to,
              any other business which supplies Relevant
              Products or Services in competition with the
              Company or any Relevant Group Company provided
              that this restriction does not apply to prevent
              the Executive from holding shares or other
              securities in any company which is quoted, listed
              or otherwise dealt in on a recognised investment
              exchange or other securities market and which
              confer not more than 1% of the votes which could
              be cast at a general meeting of such company; or
              13.2.2   within the Restricted Territory for a period of
              twelve months from the Termination Date be engaged,
              concerned or interested in any business which at
              any time during the Relevant Period has supplied
              Relevant Products or Services to the Company or any
              Relevant Group Company or is or was at any time
              during the Relevant Period a Relevant Customer of
              the Company or any Relevant Group Company if such
              engagement, concern or interest causes or would
              cause the supplier to cease or materially reduce
              its supplies to the Company (or any Relevant Group
              Company as the case may be) or the Relevant
              Customer to cease or materially to reduce its
              orders or contracts with the Company or any
              Relevant Group Company; or
              13.2.3 for a period of twelve months from the
              Termination dte so as to compete with the Company or any
              Relevant Group Company canvass, solicit or approach
              or cause to be canvassed, solicited or approached
              any Relevant Customer for the sale or supply of
              Relevant Products or Services or endeavour to do
              so; or
              13.2.4   for a period of twelve months from the
              Termination
              Date so as to compete with the Company or any
              Relevant Group Company deal or contract with any
              Relevant Customer in relation to the sale or supply
              of any Relevant Products or Services, or endeavour
              to do so; or
              13.2.5   for a period of twelve months from the
              Termination
              Date solicit, induce or entice away from the
              Company or any Relevant Group Company or, in
              connection with any business in or proposing to be
              in competition with the Company or any Relevant
              Group Company, employ, engage or appoint or in any
              way cause to be employed, engaged or appointed a
              Critical Person whether or not such person would
              commit any breach of his or her contract of
              employment or engagement by leaving the service of
              the Company or any Relevant Group Company;
              13.2.6 use in connection with any business any name
              which includes the name of any Group Company or any
              colourable imitation of it.
       13.3   Whilst the restrictions in this Clause 13 (on which the
       Executive has had an opportunity to take independent
       advice as the Executive hereby acknowledges) are regarded
       by the parties as fair and reasonable, it is hereby
       declared that each of the restrictions in this Clause 13
       is intended to be separate and severable.  If any
       restriction is held to be unreasonably wide but would be
       valid if part of the wording (including in particular but
       without limitation the defined expressions referred to in
       Clause 13.1) were deleted, such restriction will apply
       with so much of the wording deleted as may be necessary to
       make it valid.
       13.4  If the Executive breaches any of the provisions in this
       Clause 13 the Company will be entitled by written notice
       to the Executive to extend the period during which the
       provisions of Clause 13 which have been breached apply by
       an equivalent period to that during which the breach or
       breaches have continued, such additional period to
       commence on the date on which the said period would have
       otherwise expired.  The Executive hereby agrees that if
       the Company so extends the period of any such restriction,
       this will not prejudice the right of the Company to apply
       to the Courts for injunctive relief in order to compel the
       Executive to comply with the provisions of this Clause 13
       and/or damages, as the case may be.
       13.5     For the purposes of Clauses 13 and 14 the Company has
       entered into this Agreement as agent for and trustee of
       all Relevant Group Companies.
       13.6     If the Executive applies for or is offered a new
       employment, appointment or engagement, before entering
       into any related contract the Executive will bring the
       terms of this Clause 13 and Clauses 3, 4, 14, 15, 16 and
       18.2 to the attention of a third party proposing directly
       or indirectly to employ, appoint or engage him.
       Confidentiality

       14.1  The Executive acknowledges that in the ordinary course of
       his employment he will be exposed to information about the
       Company's business and the business of other Group
       Companies and that of the Company's and the Group
       Companies' suppliers and customers which amounts to a
       trade secret, is confidential or is commercially sensitive
       and which may not be readily available to others engaged
       in a similar business to that of the Company or any of the
       Group Companies or to the general public and which if
       disclosed will be liable to cause significant harm to the
       Company or such Group Companies.  The Executive has
       therefore agreed to accept the restrictions in this Clause
       14.
       14.2   Without prejudice to Clause 14.3 or 14.4 and subject to
       Clause 14.3 the Executive will not during the period of
       his employment with the Company:-
              14.1.1  sell or seek to sell to anyone information
              acquired by him in the course of his employment with the
              Company;
              14.1.2   obtain or seek to obtain any financial
              advantage (direct or indirect) from disclosure of such
              information.
       14.3     The Executive will not either during his employment or
       after its termination without limit in time for his own
       purposes or for any purposes other than those of the
       Company or any Group Company (for any reason and in any
       manner) use or divulge or communicate to any person, firm,
       company or organisation except to those officials of any
       Group Company whose province it is to know the same any
       secret or confidential information or information
       constituting a trade secret acquired or discovered by him
       in the course of his employment with the Company relating
       to the private affairs or business of the Company or any
       Group Company or its/their suppliers, customers,
       management or shareholders.
       14.4    The restrictions contained in this Clause do not apply
               to:-
               (i) any disclosure authorised by the Board or required
              in the ordinary and proper course of the
              Executive's employment or as required by the order
              of a court of competent jurisdiction or an
              appropriate regulatory authority or otherwise
              required by law; or
               (ii)any information which the Executive can demonstrate
              was known to the Executive prior to the
              commencement of the Executive's employment by the
              Company or by a Group Company or is in the public
              domain otherwise than as a result of a breach by
              him of this Clause; or
              (iii)  any information disclosed to the Executive by a
              third party who is not bound by any duty of
              confidence to the Company or any Group Company.
       14.5  The provisions of this Clause 14 are without prejudice to
       the duties and obligations of the Executive to be implied
       into this Agreement at common law.

       Patents
       15.1 The Executive must disclose immediately to the Company any
       discovery or invention or secret process or improvement in
       procedure made or discovered by the Executive during his
       employment in connection with or in any way affecting or
       relating to the business of the Company or any Group
       Company or capable of being used or adapted for use in or
       in connection with any such company ("Inventions") which
       Inventions will belong to and be the absolute property of
       the Company or such other person, firm, company or
       organisation as the Company may require.
       15.2     If requested by the Board (whether during or after the
       termination of his employment) the Executive will at the
       expense of the Company apply or join in applying for
       letters patent or other similar protection in the United
       Kingdom or any other part of the world for all Inventions
       and will do everything necessary (including executing
       documents) for vesting letters patent or other similar
       protection when obtained and all right and title to and
       interest in all Inventions in the Company absolutely and
       as sole beneficial owner or in such other person, firm,
       company or organisation as the Company may require.
       15.3 The Executive will (both during and after the termination
       of his employment) at the Company's expense anywhere in
       the world and at any time promptly do everything
       (including executing documents) that may be required by
       the Board to defend or protect for the benefit of the
       Company all Inventions and the right and title of the
       Company to them.
       15.4 The Executive hereby irrevocably authorises the Company to
       appoint a person to execute any documents and to do
       everything necessary to effect his obligations under this
       Clause 15 on his behalf.
       15.5   The provisions of Clause 15.1 to 15.3 (inclusive) are
       without prejudice to the provisions of the Patents Act
       1977.

Copyright
       16.1     The entire copyright and all similar rights (including
       future copyright, the right to register trade marks or
       service marks and the right to register designs and design
       rights) throughout the world in works of any description
       produced by the Executive in the course of or in
       connection with his employment ("Works") will vest in and
       belong to the Company absolutely throughout the world for
       the full periods of protection available in law including
       all renewals and extensions.
       16.2 The Executive will (both during and after the termination
       of his employment) at the Company's request and expense
       anywhere in the world and at any time promptly do
       everything (including executing documents) that may be
       required by the Board to assure, defend or protect the
       rights of the Company in all Works.
       16.3 The Executive hereby irrevocably authorises the Company to
       appoint a person to execute any documents and to do
       everything necessary to effect the obligations of the
       Executive under this Clause 16 on the Executive's behalf.
      16.4 For the purposes of Clause 15 and Clause 16, the Executive
      hereby irrevocably and unconditionally waives in favour of
      the Company the moral rights conferred on him by Chapter
      IV Part 1 of the Copyright Designs and Patents Act 1988 in
      respect of any Inventions or Works in which the copyright
      is vested in the Company under Clause 15, this Clause 16
      or otherwise.

Incapacity
      17.1  If the Executive is absent from his duties as a result of
      illness or injury he will notify another member of the
      Board as soon as possible and complete any self-
      certification forms which are required by the Company.
      If the incapacity continues for a period of seven days or
      more he will produce to the Company a medical certificate
      to cover the duration of such absence.
      17.2  Subject to the rest of Clause 17 and to 18.1.7 and subject
      to the receipt of the appropriate certificates in
      accordance with Clause 18, if the Executive is absent from
      his duties as a result of illness or injury he will be
      entitled to payment of his salary at the full rate in
      respect of such illness or injury for a period (in total)
      of no more than three months in any period of 12 months
      (whether the absence is intermittent or continuous).
      Thereafter, for a further period of three months in any
      period of 12 months (whether the absence is intermittent
      or continuous) the Executive shall receive half of his
      salary otherwise payable to him during such further
      period(s) of absence and thereafter the Executive will not
      be entitled to any further payment from the Company until
      the resumption of his duties
      17.3  If the Executive is absent from work because of any injury
      or condition (physical or mental and whether or not
      sustained in the course of his duties) caused wholly or
      partly by any act or omission of any person, firm, company
      or organisation (other than the Company or any Group
      Company) from whom the Executive may be or become entitled
      to recover damages or compensation, any sum paid by the
      Company to the Executive in respect of the said absence
      will be an interest free loan (subject to any limit
      imposed under the Companies Act 1985 or other relevant
      legislation) to the Executive repayable immediately by the
      Executive to the Company on recovery by him of any such
      damages or compensation.

       17.4  If the Executive has been absent from work because of any
       injury or condition caused wholly or partly by the Company
       or any Group Company or any person for whom the Company or
       any Group Company is vicariously liable and for which the
       Executive may be or become entitled to recover damages or
       compensation, any such damages or compensation payable
       will be reduced by the amount of any sick pay (statutory
       or otherwise) paid to him and by the pension received or
       receivable by him in the period in respect of which such
       damages or compensation are calculated.

       17.5  The remuneration paid under Clause 17.2 will include any
       Statutory Sick Pay payable and when this is exhausted will
       be reduced by the amount of any Social Security Sickness
       Benefit or other benefits recoverable by the Executive
       (whether or not recovered).  For the avoidance of doubt
       the provisions of this Clause 17 and any right or
       prospective right the Executive has or may have to receive
       any benefits under any permanent heath insurance scheme of
       which the Executive becomes in any way the Company's right
       to terminate this Agreement pursuant to Clauses 3.2 to 3.5
       or otherwise pursuant to its terms.

       17.6     Whether or not the Executive is absent by reason of
       sickness, injury or other incapacity the Executive will at
       the request of the Board agree to have a medical
       examination performed by a doctor appointed and paid for
       by the Company and the Executive hereby authorises the
       Board to have unconditional access to any report or
       reports (including copies) produced as a result of any
       such examination as the Board may from time to time
       require and entitlements to salary pursuant to Clause 17.2
       will be conditional on the Executive complying with the
       terms of this Clause 17.6.

Termination
       18.1     The Company may terminate the Executive's
employment
       immediately by summary notice in writing and without
       making any further payment beyond the amount of any
       remuneration actually accrued to the date of such
       termination subject to rights of set-off (notwithstanding
       that the Company may have allowed any time to elapse or on
       a former occasion may have waived its rights under this
       Clause) if he:-
       18.1.1   commits, repeats or continues any serious breach of
              any part of this Agreement or his obligations under
              it or without reasonable cause neglects, refuses or
              fails to discharge his duties herein or to obey
              after prior written warning any reasonable
              directions of the Company or otherwise fails to
              observe and perform the provisions of this
              Agreement and his duties hereunder
       18.1.2   in the performance of his duties under this
              Agreement or otherwise commits any act of gross
              misconduct or serious incompetence or does or omits
              to do any thing else which is seriously prejudicial
              to the interests of the Company or any Group
              Company;
       18.1.3   adversely prejudices or because of his behaviour is
              likely in the reasonable opinion of the Board to
              prejudice adversely the interests or reputation of
              the Executive, the Company or any Group Company;
       18.1.4   is convicted of any criminal offence other than an
              offence which does not in the opinion of the Board
              affect his position under this Agreement;
       18.1.5   becomes bankrupt or enters into or make any
              arrangement or composition with or for the benefit
              of his creditors generally;
       18.1.6   becomes of unsound mind;
       18.1.7   becomes incapacitated from performing all or any of
              his duties under this Agreement by illness, injury
              or otherwise for a period exceeding (in total) 13
              weeks (or such longer period as the Company may
              agree) in any period of 12 months from performing
              all or any of his duties under this Agreement (save
              where he is being paid under the provisions of any
              permanent health insurance scheme maintained by the
              Company); or
       18.1.8   becomes prohibited by law from being a director of
              a company or if the Executive ceases to be a
              director of the Company without the consent or
              concurrence of the Company.
       18.2     Without prejudice to Clause 3.1 after notice of
       termination has been given by either party pursuant to
       Clause 3 or if the Executive seeks to or indicates an
       intention to resign as a director of the Company or any
       Group Company or terminate his employment, provided that
       the Executive continues to be paid and enjoys his full
       contractual benefits until his employment terminates in
       accordance with the terms of this Agreement, the Board may
       in its absolute discretion without breaking the terms of
       this Agreement or giving rise to any claim against the
       Company or any Group Company for all or part of the notice
       period or fixed term (as the case may be):-
       18.2.1   exclude the Executive from the premises of the
              Company and/or any Group Company;
       18.2.2   require him to carry out specified duties
              (consistent with the Executive's status, role and
              experience for the Company) other than those
              referred to in Clause 4 or to carry out no duties;
       18.2.3   announce to employees, suppliers and customers that
              he has been given notice of termination or has
              resigned (as the case may be);
       18.2.4   instruct the Executive not to communicate orally or
              in writing with suppliers, customers, employees,
              agents or representatives of the Company or any
              Group Company until his employment hereunder has
              terminated.
       18.3     Before and after termination of the Executive's
       employment, the Executive will provide the Company and/or
       any Group Company with  assistance regarding matters of
       which he has knowledge and/or experience in any
       proceedings or possible proceedings in which the Company
       and/or Group Company is or may be a party.

Deductions
      19 The Executive hereby authorises the Company to deduct from
      his remuneration (which for this purpose includes salary,
      pay in lieu of notice, commission, bonus, holiday pay and
      sick pay) all debts owed by the Executive to the Company
      or any Group Company, including but without limitation the
      balance outstanding of any loans (and interest where
      appropriate) advanced by the Company to the Executive.

Sale or reconstruction of the Company
      20 The Executive will have no claim against the Company or
      any Group Company in respect of the termination (by
      operation of law or otherwise) of his employment under
      this Agreement on or in connection with the sale of the
      whole or a substantial part of the business or undertaking
      of the Company or on or in connection with the sale by the
      Company of any Group Company or on or by reason of the
      liquidation of the Company for the purposes of
      amalgamation or reconstruction (whether or not by reason
      of insolvency) if within 28 days of such an event he is
      offered employment on no less favourable terms than those
      contained in this Agreement (apart from the identity of
      the employer) with any person, firm, company or
      organisation which acquires such Group Company or which
      acquires the whole or a substantial part of the
      undertaking or business of the Company as a result of such
      sale or of such amalgamation or reconstruction.

Delivery of documents and property
      21.       On termination of his employment for any reason (or
      earlier if requested) the Executive will immediately
      deliver up to the Company all property (including but not
      limited to documents and software, credit cards, keys and
      security passes) belonging to it or any Group Company in
      the Executive's possession or under his control.
      Documents and software include (but are not limited to)
      correspondence,  diaries, address  books, databases,
      files, reports, minutes, plans, records, documentation or
      any other medium for storing information.  The Executive's
      obligations under this Clause include the return of all
      copies, drafts, reproductions, notes, extracts or
      summaries (however stored or made) of all documents and
      software.

Resignation as director
       22.1   The Executive will on termination of his employmentfor
       any reason at the request of the Board give notice
       resigning immediately without claim for compensation (but
       without prejudice to any claim he may have for damages for
       breach of this Agreement):-
      22.1.1   as a director of the Company and all such Group
              Companies of which he is a director;  and
       22.1.2   all trusteeships held by him of any pension scheme
              or other trusts established by the Company or any
              Group Company or any other company with which the
              Executive has had dealings as a consequence of his
              employment with the Company.
       22.2   If notice pursuant to Clause 22.1 is not received by the
       relevant company within seven days of a request by the
       Company, the Company is irrevocably authorised to appoint
       a person to execute any documents and to do everything
       necessary to effect such resignation or resignations on
       the Executive's behalf.
       22.3  Except with the prior written agreement of the Board, the
       Executive will not during his employment under this
       Agreement resign his office as a director of the Company
       or any Group Company and if he does so without the consent
       or concurrence of the Company, the Company will be
       entitled to terminate his employment pursuant to Clause
       18.1.8 or at the Company's absolute discretion, to treat
       such resignation as notice of termination given by the
       Executive to the Company pursuant to Clause 3.2 and to
       suspend the Executive pursuant to Clause 18.2.
      22.4  The Executive's appointment as a director of the Company
      or any other Group Company will be subject to the Articles
      of Association from time to time of the relevant company.

Rights following termination
      23 The termination of the Executive's employment under this
      Agreement will not affect any of the provisions of this
      Agreement which expressly operate or lawfully have effect
      after termination and will not prejudice any right of
      action already accrued to either party in respect of any
      breach of any terms of this Agreement by the other party.

Disciplinary and grievance procedures
       24   The Company does not have a formal disciplinary procedure
       which is applicable to the Executive.

       Notices
       25.   Notice under this Agreement by the Executive to the
       Company should be addressed to the Company and left at its
       registered office or is sent by first class post to its
       registered office and notices given by the Company to the
       Executive should be served personally or sent by first
       class or sent by facsimile transmission to his usual or
       last known place of residence in England and in case of
       service by post the day of service will be 48 hours after
       posting.

Miscellaneous
       26.1     This Agreement shall be governed by and interpreted in
       accordance with the law of England and Wales.
       26.2     The parties to this Agreement submit to the exclusive
       jurisdiction of the English Courts in relation to any
       claim, dispute or matter arising out of or relating to
       this Agreement.
       26.3   Any delay by the Company in exercising any of its rights
       under this Agreement will not constitute a waiver of such
       rights.

      26.4      This Agreement contains the particulars required to be
      given under section 1 of the Employment Protection
      (Consolidation) Act 1978 as amended by the 1996 Act
      ("EPA") and comprises the note referred to in section 1
      (4) of the EPA to the intent that, as at the date of this
      Agreement, the Company shall not be required to deliver to
      the Executive a separate written statement pursuant to
      section 1 of the EPA
      IN WITNESS WHEREOF THIS AGREEMENT  has been signed on behalf of
      the Company by a Director and executed and delivered as a
      deed by the Executive on the date set out at the
      beginning.
      SIGNED by
      for and on behalf of THE COMPANY
      .....................................
      Director

      EXECUTED AND DELIVERED         )
      by THE EXECUTIVE in the               )
      presence of:-
      )....................................


      Witness:

      Signature:
      .............................................

      Name:
      .............................................
      Address:
      .............................................