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                                                                   EXHIBIT 10.18

                            DATE  16 NOVEMBER 1995
                            ----------------------





                        PETER CHADWICK HOLDINGS LIMITED

                              IAN PETER CLARKSON




                               SERVICE AGREEMENT



                                  Macfarlanes
                               10 Norwich Street
                                London EC4A 1BD

                            JRSD/519336/0681797.01
                                 24 March 1998
                                    Draft 1
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                                   CONTENTS


CLAUSE                                                           PAGE


1         Definitions and Interpretation                              1
2         Appointment                                                 4
3         Duties                                                      5
4         Remuneration and Expenses                                   5
5         Place of Work                                               8
6         Hours of Work                                               9
7         Holidays                                                    9
8         Illness                                                     9
9         Confidentiality                                            11
10        Conflicts of Interest                                      12
11        Intellectual Property                                      13
12        Termination                                                14
13        Termination of Directorship and Group Reconstruction       17
14        Action to be taken upon Termination                        17
15        Restrictions following Termination                         18
16        Statutory Requirements                                     21
17        General                                                    22
18        Notices                                                    22
19        Governing Law and Jurisdiction                             23
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                               SERVICE AGREEMENT


DATE  16 November 1995


PARTIES

1         PETER CHADWICK HOLDINGS LIMITED (Registered No. 3114683) whose
          registered office is at Whittaker House, Whittaker Avenue, Richmond,
          Surrey TW9 1EH ("the Company")

2         IAN PETER CLARKSON of 38 St Peter's Square, London W6 9NW ("the
          Employee")


AGREEMENT

1         DEFINITIONS AND INTERPRETATION

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

          THE BOARD: the Board of directors of the Company or any Committee of
          the Board duly appointed by it;

          CLIENT: any person, concern, undertaking, firm or body corporate or
          any division, branch or establishment within any such entity
          responsible for any particular product, service or brand which at any
          time during the period of 12 months immediately preceding the
          Termination Date was a customer or client of the Company or any Group
          Company or to whom the Company has in the three months preceding the
          Termination Date made a pitch or presentation or other such offer or
          request to provide services (which has not been finally refused or
          rejected by the Client) and on or for whose account or business the
          Employee personally worked or was responsible or in relation to whom
          or whose products services business or plans the Employee shall have
          obtained Confidential Information during the periods preceding the
          Termination Date referred to above;
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          THE COMMENCEMENT DATE: the date hereof;

          COMPETITOR: any person, concern, undertaking, firm or body corporate
          which is engaged in or carries on within any part of the Restricted
          Territories any business which competes with any business of a kind
          carried on by the Company or by any Group Company at the Termination
          Date in which the Employee has been involved to a material extent on
          behalf of the Company or any Group Company at any time within the 12
          months immediately preceding the Termination Date;

          CONFIDENTIAL INFORMATION: all and any information not in the public
          domain (or which comes into the public domain as a result of
          unauthorised disclosure by the Employee or by any other person who
          owes the Company or any Group Company an obligation of confidentiality
          in respect of the information disclosed) concerning the business
          and/or finances of the Company or any Group Company or any partners or
          joint venturers of the Company or any Group Company or any Client or
          Supplier, including, without prejudice to the generality of the
          foregoing: trade secrets;  customer/client lists, contact details of
          Clients and Suppliers and individuals within Clients and Suppliers;
          technical information, know how, research and development;  financial
          projections, targets details and accounts;  fee levels, pricing
          policies, commissions and commission charges;  budgets, forecasts,
          reports, interpretations, records and corporate and business plans;
          planned products and services;  marketing and advertising plans,
          requirements and materials;  marketing surveys and research reports
          and market share and pricing statistics;  and computer software and
          passwords;

          DOCUMENTS: any document, disc, memory device, notebook, tape or other
          medium whether or not eye-readable on which any information may from
          time to time be recorded;

          GROUP COMPANY: any company which is from time to time a holding
          company (as defined by Section 736 Companies Act 1985 (as amended by
          the Companies Act 1989)) of the Company, a subsidiary (as so defined)
          of the Company or a subsidiary (as so defined) of a holding company
          (as so defined) of the Company;

          THE GROUP: the Company and all Group Companies;

                                       2
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          INVENTION: any discovery, invention, secret process, improvement in
          procedure, trade mark, design or copyright work made, discovered or
          produced by the Employee in the course of his employment and which is
          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 connection with the business of the Company or any
          Group Company;

          THE RESTRICTED TERRITORIES: any country in which the Group carries on
          any part of its business, or in which it has provided services to
          clients, being countries in which the Employee has to a material
          extent direct or indirect dealings with clients or prospective clients
          of the Company or any Group Company or in which he has to a material
          extent been involved in market research on behalf of the Company or
          any Group Company because of his duties hereunder during the period of
          12 months preceding the Termination Date;

          SUPPLIER: any person, concern, undertaking, firm or body corporate or
          any readily identifiable division within any concern, undertaking,
          firm or body corporate which at any time during the period of 12
          months immediately preceding the Termination Date was a supplier to or
          the introducer of a prospective customer or clients to the Company or
          any Group Company and with which the Employee was involved personally
          in dealings or negotiations on behalf of the Company or any Group
          Company at any time during that period of 12 months immediately
          preceding the termination date;  and

          TERMINATION DATE: the date on which the Employee's employment under
          this Agreement is terminated.

1.2       In this Agreement (unless the context requires otherwise):-

1.2.1     any reference to any statute or statutory provision shall be construed
          as including a reference to any modification, re-enactment or
          extension of such statute or statutory provision for the time being in
          force or to any subordinate legislation made under the same;

                                       3
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1.2.2     the singular includes a reference to the plural and vice versa;

1.2.3     any reference to a Clause is to a Clause of this Agreement; and

1.2.4     "directly or indirectly" shall (without prejudice to the generality of
          the expression) mean either alone or jointly with any other person,
          firm or body corporate and whether on his own account or in
          partnership with another or others or as the holder of any interest in
          or as officer, employee or agent of or consultant to any other person,
          firm or body corporate.

1.3       The headings contained in this Agreement are for the purposes of
          convenience only and do not form part of and shall not affect the
          construction of this Agreement or any part of it.

2         APPOINTMENT

2.1       The Company appoints the Employee and the Employee agrees to serve the
          Company as Chairman subject to the terms and conditions of this
          Agreement.

2.2       The appointment of the Employee shall (subject to the provisions of
          Clause 12) be for an initial fixed period of two years from the
          Commencement Date and shall continue thereafter unless and until
          terminated by either party giving to the other not less than six
          months' notice in writing expiring on the second anniversary of the
          Commencement Date or at any time thereafter.

2.3       The Employee warrants that by entering into these or any other
          arrangements made or to be made between the Company or any Group
          Company and him he will not be in breach of any express or implied
          terms of any contract with or other obligation to any third party
          binding on him, including without limitation the provisions of any
          restrictive covenants or confidentiality obligations, arising out of
          any employment with any other employer or former employer.

                                       4
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3         DUTIES

3.1       The Employee shall perform during his employment such duties and
          exercise such powers in relation to the business of the Company or of
          any Group Company as may from time to time be assigned to or vested in
          him by the Board and shall at all times and in all respects conform to
          and comply with the reasonable directions of and regulations made by
          the Board. The Employee shall perform such services for any Group
          Company (without further remuneration except as set out in this
          Agreement) and shall accept such offices in any such companies as the
          Board may require.

3.2       The Employee shall during his employment well and faithfully serve the
          Company and the Group Companies and use his best endeavours to
          promote, develop and extend their businesses and interests and shall
          devote substantially all of his working time and attention to the
          duties of his office.

3.3       The Employee shall carry out his duties and exercise his powers
          jointly with any other person appointed by the Board to act jointly
          with him.

4         REMUNERATION AND EXPENSES

4.1.1     The Company shall pay to the Employee by way of remuneration for his
          services under this Agreement a salary at the rate of ONE HUNDRED AND
          SEVENTY FIVE THOUSAND POUNDS ((Pounds)175,000) per annum.

4.1.2     Such salary shall be:-

          4.1.2.1   payable by equal monthly instalments in arrears on the day
                    appointed by the Board for the payment of employees'
                    salaries or pro rata where the Employee is only employed
                    hereunder during part of a month;

          4.1.2.2   reviewed by the Board annually in June of each year and
                    shall be increased by an amount not less than the increase
                    in the retail prices index for the period under review.

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          4.1.2.3   the Employee shall not be entitled to any director's or
                    other fees from the Company or any Group Company in respect
                    of any office he may hold with the Company or as nominee or
                    representative of the Company or any Group Company and
                    accordingly either the Employee shall pay over or procure to
                    be paid over to the Company all such fees received or
                    receivable by him or his remuneration shall be reduced pro
                    tanto;

4.2       The Company shall reimburse the Employee for all reasonable
          travelling, hotel and other out-of-pocket expenses which are properly
          and necessarily incurred by him in or about the performance of his
          duties and for which receipts or other supporting documents (if so
          required) are provided to the reasonable satisfaction of the Board.

4.3       In addition to the salary payable pursuant to Clause 4.1, the Employee
          shall be entitled to a bonus calculated in the manner set out in the
          Schedule hereto.

4.4       The Company shall provide and maintain (including the costs of
          servicing, taxing, insuring and fuelling the same) two motor cars one
          of which shall be a used BMW 750i or its equivalent and one of which
          shall be of a value of not more than (Pounds)20,000 ("the Second Car")
          for the use of the Employee for the performance of his duties, such
          cars to be changed from time to time in accordance with the Company's
          policy regarding replacement cars. The Employee may at his option in
          each calendar year elect to receive a cash sum equivalent to 30% of
          the value of the Second Car to which he may be entitled from time to
          time, instead of his entitlement to the Second Car. The Employee shall
          be at liberty to use the cars for his private purposes but shall:-

4.4.1     take good care of the cars and procure that the provisions and
          conditions of any policy of insurance relating to the cars are
          observed;

4.4.2     comply with any directions from time to time given by the Company with
          regard to the cars provided by the Company for the use of its staff;

                                       6
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4.4.3     The Employee agrees and acknowledges that his entitlement to the
          provision and use of the car subsists only so long as he continues to
          be employed and shall return the car to the Company immediately upon
          the termination of his employment under this Agreement. The Employee
          shall not be entitled to retain the car as a purported set-off or
          otherwise against any claim by the Employee for damages from the
          Company.

4.4.4     If for any reason the Employee is disqualified from driving, the
          Employee shall if the Company in its absolute discretion so determines
          cease to be entitled to the use of the car during the period of
          disqualification. The Employee shall upon demand return the car to the
          Company and shall not be entitled to any compensation or payment in
          lieu in this respect nor shall this action constitute a breach of
          contract.

4.5       The Company shall provide the Employee with a telephone fitted to each
          of the cars and shall be responsible for all outgoings in respect of
          such telephones. In addition the Employee is required to install and
          keep installed a telephone and fax machine in his home to enable him
          to perform his duties and the Company shall be responsible for all
          outgoings in respect of this telephone and fax line.

4.6       The Employee and his spouse and children under 18 years of age shall
          be entitled to participate in any private health care insurance scheme
          providing benefits for medical and surgical treatment which the
          Company may from time to time maintain (subject always to the rules of
          such scheme).

4.7       The Employee shall be entitled to participate in any scheme of
          Permanent Health and Disability Insurance which the Company may from
          time to time maintain (subject always to the rules of such scheme).

4.8       The Company shall during the Employee's employment under this
          Agreement arrange and pay the premiums of a life insurance scheme or
          policy which provides for payment to the Employee's nominated
          dependents of a sum equal to the aggregate of (Pounds)500,000 plus
          four times the basic salary payable to the Employee under Clause 4.1
          as at the date of his death together with a pension payable to his
          spouse equal to two-thirds of the pension to which the Employee

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          would have been entitled pursuant to the pension scheme referred to in
          Clause 4.9.1.

4.9.1     The Employee shall be entitled to continue as a member of Peter
          Chadwick Limited pension scheme ("the Scheme") (subject to the rules
          of the Scheme).

4.9.2     Provided that, and for so long as, the Employee shall continue as a
          member of the Scheme (or any other similar scheme established by the
          Company or the Group in replacement of the Scheme for the purpose of
          providing pension benefits to employees) the Company shall procure
          that the pension benefits to which the Employee shall be entitled
          shall be calculated and paid as if those benefits were not subject to
          the limitation on remuneration imposed by Section 590C of the Income
          and Corporation Taxes Act 1988 (or any statutory modification or
          reenactment thereof, and as amended from time to time). If and to the
          extent that the Company is not permitted by law to provide those
          benefits through the Scheme, the Company shall make such other
          arrangements as it considers appropriate, whether by a funded or by an
          unfunded unapproved arrangement, at its sole option. The pension
          benefits referred to in this paragraph shall be based on the
          Employee's basic salary only, and not upon any other element of his
          remuneration or benefits.

4.9.3     If the Company in breach of this Agreement terminates the Employee's
          employment prior to the expiry of the fixed term referred to in Clause
          2.2 or without due notice the Company shall (subject to any limits
          imposed by law) ensure that the actuarial value of the pension
          benefits to which the Employee is entitled shall be equal to the
          amount which it would have been if the employment had been terminated
          at the earliest date permitted by this Agreement.

5         PLACE OF WORK

          The Employee shall perform his duties at any place within the United
          Kingdom as the Board may require from time to time 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 Group
          Company.

                                       8
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6         HOURS OF WORK

          There are no normal hours of work applicable to the Employee but the
          Employee shall conform to such hours of work as may from time to time
          reasonably be required of him and in any event he shall work such
          hours as may be necessary for the proper performance of his duties.
          The Employee shall not be entitled to receive any additional
          remuneration for work outside his normal hours.


7         HOLIDAYS

7.1       In addition to the usual bank and other public holidays, the Employee
          shall be entitled without loss of remuneration to six weeks' holiday
          in each calendar year to be taken at such time or times as may be
          approved by the Board. Any entitlement to holiday remaining at the end
          of any calendar year shall lapse without entitlement to payment in
          lieu thereof.

7.2       On the expiration or termination of this Agreement, the Employee shall
          be entitled to holiday pay in respect of holiday accrued pro rata to
          the number of complete months of service during the calendar year of
          termination less holiday actually taken.

8         ILLNESS

8.1       The Employee shall continue to be paid during absence due to any
          illness, accident or other incapacity (such payment to be inclusive of
          any statutory sick pay or social security benefits to which he may be
          entitled) for a total of up to 26 weeks. Thereafter, for a further
          period of 26 weeks of absence due to illness accident or other
          incapacity the Employee shall receive half the normal remuneration
          payable to him under this Agreement (inclusive of any statutory sick
          pay or social security benefits to which he may be entitled) subject
          always to the provisions of Clause 12.1.2.

8.2       Immediately following the Employee's return to work after a period of
          absence of seven days or less which, or any part of which, has not
          previously been authorised by the Company, the Employee shall on
          request by the Company

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          complete a self-certification form in such form as the Company may
          require stating the date of, and the reason for, the Employee's
          absence, including details of sickness on non-working days, as this
          information is required by the Company for calculating statutory sick
          pay entitlement. Self-certification forms will be retained in the
          Company's records.

8.3       For periods of absence of more than seven consecutive days, the
          Employee shall, if so required by the Company, produce a doctor's
          certificate verifying that any absence from work is due to accident or
          ill-health and in default such absence shall be deemed to be
          unjustified.

8.4       The Employee may be required at the reasonable request of the Company
          during the course of his employment to attend a doctor or clinic
          nominated by the Company for the purpose of a comprehensive medical
          examination to determine his fitness for continued employment and
          shall co-operate in ensuring the prompt delivery of the relative
          report to the Company.

8.5       If the illness, accident or other incapacity shall be or appear to be
          occasioned by actionable negligence of a third party in respect of
          which damages are or may be recoverable, the Employee shall
          immediately notify the Board of that fact and of any claim,
          compromise, settlement or judgment made or awarded in connection with
          it, shall give to the Board all particulars the Board may reasonably
          require and shall, if required by the Board, refund all or such part
          of the sums paid to or for the benefit of the Employee by way of
          salary, bonus or benefit during the relevant period as the Board may
          reasonably determine provided that the amount to be refunded shall not
          exceed the amount of damages or compensation and interest thereon
          recovered by the Employee less any costs borne by the Employee in
          connection with the recovery of such damages or compensation and shall
          not exceed the total remuneration paid to him by way of salary, bonus
          and benefits in respect of the period of such illness, accident or
          other incapacity.

9         CONFIDENTIALITY

9.1       Except in so far as is required for the proper performance of his
          duties or as expressly authorised by the Company the Employee shall at
          all times before and

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          after the Termination Date use his best endeavours to prevent the
          publication, disclosure or unauthorised use of any Confidential
          Information.

9.2       Except in so far as is required for the proper performance of his
          duties or as expressly authorised by the Company the Employee shall
          not at any time before or after the Termination Date:-

9.2.1     communicate or divulge to any person, concern, undertaking, firm or
          body corporate or make any use of any Confidential Information which
          he shall have come to know or have received or obtained at any time by
          reason of or in connection with his service with the Company or any
          Group Company;

9.2.2     copy or reproduce in any form or by or on any medium or device or
          allow others access to or to copy or reproduce any Documents
          containing any Confidential Information;

9.2.3     remove from the Company's or any Group Company's premises any
          Documents containing any Confidential Information.

9.3       The Employee shall not be restricted from disclosing (but only to the
          proper recipient) any Confidential Information which the Employee is
          required to disclose by law or any order of a court of competent
          jurisdiction or any relevant regulatory body of competent
          jurisdiction, provided that the Employee shall, unless prevented by
          law from so doing, have given prior written notice to the Company of
          the requirement and of the information to be disclosed and allowed the
          Company a reasonable opportunity to apply to the relevant Court or
          body or prevent disclosure before the Employee makes it; and

9.4       The Employee acknowledges that all Documents containing or referring
          to Confidential Information at any time in the Employee's control or
          possession are and shall at all times remain the absolute property of
          the Company and the Employee undertakes both during his employment and
          after the Termination Date:

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9.4.1     to exercise all due care and diligence to avoid any unauthorised
          publication disclosure or use of any Confidential Information and any
          Documents containing or referring to it;

9.4.2     whenever requested by the Company, to deliver up any Confidential
          Information (including all Documents and all copies of Documents
          whether or not lawfully made or obtained) or (at the Company's option)
          to delete Confidential Information from any re-usable medium; and

9.4.3     to do such things and sign such documents at the expense of the
          Company as shall be reasonably necessary to give effect to Clause 9.4
          and/or to provide evidence that Clause 9.4 has been complied with.

9.5       The Employee agrees that the restrictions set out in Clause 9 are
          without prejudice to any other duties of confidentiality owed to the
          Company whether express or implied and will remain in force after
          termination of the employment.

10        CONFLICTS OF INTEREST

10.1      The Employee shall not without the previous written consent of the
          Board during the course of his employment:-

10.1.1    directly or indirectly engage or be interested in any other business
          undertaking or activity which would or might reasonably be expected to
          compete or conflict with the business or interests for the time being
          of the Company or any Group Company; or

10.1.2    directly or indirectly engage or be interested in any other business
          undertaking or activity which would or might reasonably require him to
          disclose any Confidential Information in breach of this Agreement;

10.1.3    directly or indirectly engage in or be interested in any business
          other than that of the Company and the Group in a manner or to an
          extent which would or might materially affect his performance of his
          duties as a Director of the Company and

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          other Group Companies or his performance of his obligations under this
          Agreement;

10.1.4    hold any directorship of any company

          save that he may (but without prejudice to Clause 9) be interested as
          a holder or beneficial owner solely for investment purposes of less
          than five per cent. of any securities of any company (other than a
          Competitor) whose securities are listed or quoted on any recognised
          investment exchange in the United Kingdom.

11        INTELLECTUAL PROPERTY

11.1      The Employee shall immediately disclose any Invention to the Company
          and the Invention shall belong to and be the absolute property of the
          Company or such Group Company as the Company may nominate for the
          purpose.

11.2      The Employee shall, at the request and expense of the Company (or its
          nominee), (whether during or after the termination of this Agreement)
          apply or join in applying for patents, trade marks or other equivalent
          protection in the United Kingdom or any other part of the world for
          any Invention and complete all instruments and do all things necessary
          for vesting patents, trade marks or other equivalent 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. The
          Employee hereby irrevocably appoints the Company to be his attorney in
          his name and on his behalf to complete any such instrument or do any
          such 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.


11.3      Until such time as any Invention is fully vested in the Company
          pursuant to Clause 11.2 the Employee shall hold all rights, title and
          interest in the Invention in trust for the Company absolutely.

11.4      The Employee acknowledges and agrees that the Employee will not
          (whether during or after his employment) apply or join in applying for
          any patent,

                                       13
<PAGE>

          registered design, trade mark or other equivalent protection in
          respect of any Invention without the prior written approval of the
          Company.

11.5      The Employee hereby waives all moral rights as defined in Chapter IV
          of Part I of the Copyright Designs and Patents Act 1988 in any works
          produced during the period of his employment with the Company in which
          Copyright is vested in the Company or any Group Company whether by
          virtue of this Clause or otherwise.

11.6      The Employee further acknowledges that having regard in particular to
          the nature of the business of the Company and the nature of the
          Employee's skills, qualifications and expertise:-

11.6.1    the normal duties of the Employee include the making of Inventions and
          Inventions may result from the carrying out by the Employee of his
          duties; and

11.6.2    because of the nature of the Employee's duties referred to in this
          Clause and the responsibilities arising from the nature of those
          duties, the Employee has a special obligation to further the interests
          of the Company's undertaking.

12        TERMINATION

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

12.1.1    if the Employee shall become of unsound mind or be or become a patient
          under the Mental Health Act 1983;

12.1.2    if the Employee shall at any time be prevented by illness or accident
          or other incapacity from properly performing his duties for a period
          of three consecutive months or for more than 90 working days in any
          consecutive 12 months except where such incapacity arises out of the
          performance of his duties or where the Employee is entitled, during
          his employment to benefit under any such scheme as is referred to in
          Clause 4.7. In the event that any benefit is payable to the Employee
          under such a scheme, the Company shall not for so long as such benefit
          continues to be payable, terminate the employment of the Employee on

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          grounds of illness or incapacity, but any other remuneration payable
          to the Employee under this Agreement shall be reduced by a sum equal
          to the amount of such benefit as is paid under the said scheme;

12.1.3    if the Employee shall have committed either any serious breach or
          (after warning) repeated or continued any material breach of his
          obligations under this Agreement or persistently failed or neglected
          to carry out his duties under this Agreement or failed to maintain a
          satisfactory standard of conduct or performance within a reasonable
          time after receiving written warning from the Board relating to the
          Employee's conduct and/or performance;

12.1.4    if the Employee shall have been guilty of conduct (whether or not in
          the course of his employment) tending to bring himself, the Company or
          any Group Company into disrepute or otherwise to affect prejudicially
          the interests of the Company or any Group Company;

12.1.5    if the Employee shall have committed an act of bankruptcy or
          compounded with his creditors generally;

12.1.6    if the Employee is convicted of any criminal offence (excluding an
          offence under the road traffic legislation in the United Kingdom or
          elsewhere in respect of which a custodial sentence is not imposed on
          the Employee);

12.1.7    if the Employee shall be or become prohibited by law from being a
          director of any company;  or

12.1.8    if for any reason the Employee shall (otherwise than at the request of
          the Company) resign as a director of the Company.

12.2      If a disciplinary matter arises involving the Employee, the Employee
          may be suspended on such terms and conditions as the Board of
          Directors may reasonably determine provided that the Employee's salary
          and benefits shall not be reduced or withheld.

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12.3      The employment of the Employee may be terminated by either party
          giving to the other notice in accordance with Clause 2.2 above.

12.4      Notwithstanding any other provisions, the employment of the Employee
          shall automatically terminate when the Employee reaches his retirement
          date on his 65th birthday.

12.5      The termination by the Company of the Employee's employment shall be
          without prejudice to any claim which the Company may have for damages
          arising from any breach by the Employee giving rise to such
          termination.

12.6      In the event that either party gives notice to terminate the
          employment the Employee agrees:-

12.6.1    that for a period not exceeding the period of notice in Clause 2.2
          above the Board may in its absolute discretion require the Employee to
          perform only such duties as it may allocate to him or not to perform
          any of his duties and may require him not to have any contact with
          Clients of the Company or any Group Company nor any contact (other
          than purely social contact) with such employees of the Company and any
          Group Company as the Board shall determine and/or may exclude him from
          any premises of the Company or of any Group Company (without providing
          any reason therefor); and

12.6.2    that such action taken on the part of the Company shall not constitute
          a breach of this Agreement of any kind whatsoever nor shall the
          Employee have any claim against the Company in respect of any such
          action;

          PROVIDED ALWAYS that throughout the period of any such action the
          Employee's salary and contractual benefits shall not cease to be paid
          or provided (unless and until his employment shall be terminated).

12.7      The Company may elect to terminate the contract immediately and make a
          payment in lieu of the remainder of the fixed term of this Agreement
          or any applicable period of notice. The Employee is required to
          mitigate his loss where he is dismissed and any payment in lieu of
          notice may be reduced to take account

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<PAGE>

          of mitigation and to take account of the payment or any part of it
          being paid earlier than the salary or benefits to which he would
          otherwise be entitled under this Agreement.

12.8      If the Employee fails to make himself available for work during any
          period of notice of termination of the Employee's employment, other
          than at the request of the Company pursuant to clause 12.6 or with the
          permission of the Board, the Employee shall not be entitled to any
          payment of salary or to any benefits in respect of such absence.

13        TERMINATION OF DIRECTORSHIP AND GROUP RECONSTRUCTION

13.1      If for any reason the Employee shall either:-

13.1.1    resign as a director of the Company; or

13.1.2    be removed from office as a director of the Company

          then his employment shall automatically terminate but without
          prejudice to any claim which either party may have against the other
          in respect of such termination or any breach of contract or duty
          giving rise to it.


13.2      If before the expiration or termination of this Agreement, the
          employment of the Employee shall be terminated by reason of the
          liquidation of the Company for the purpose of reconstruction or
          amalgamation and he shall be offered employment with any concern or
          undertaking resulting from such reconstruction or amalgamation on
          terms and conditions no less favourable (financially and in personal
          status) than the terms then the Employee shall have no claim against
          the Company in respect of the termination of his employment for such
          reason.

14        ACTION TO BE TAKEN UPON TERMINATION

          Upon the Termination Date:-

                                       17
<PAGE>

14.1      the Employee shall forthwith resign without claim for compensation for
          loss of office (but without prejudice to any claim he may have against
          the Company arising out of any breach of this Agreement by the
          Company) from such offices held by him in the Company and any of the
          Group Companies and from any other offices he may hold as nominee or
          representative of the Company or any Group Company and, should he fail
          to do so, the Company is hereby irrevocably authorised to appoint some
          person in his name and on his behalf to sign any documents and do any
          things necessary or requisite to give effect to such resignations; and

14.2      the Employee shall immediately deliver to the Company all Documents
          and copies of Documents (whether or not lawfully obtained), keys,
          security passes, telephones, faxes, cars, credit cards and other
          property of the Company or any Group Company or any of their
          respective customers or clients in his possession or under his control
          and the Employee shall not retain any copies of the Company's
          Documents and the Employee shall at the Company's request delete all
          Confidential Information from any re-usable medium.

15        RESTRICTIONS FOLLOWING TERMINATION

15.1      The Employee acknowledges that during the course of his employment
          under this Agreement he will be privy to Confidential Information and
          he will make maintain and develop personal knowledge of, influence
          over and valuable personal contacts with Clients, Suppliers, staff and
          third parties. He therefore covenants with the Company that save with
          the previous express written consent of the Company he will not in the
          Restricted Territories for the period of two years following the
          Termination Date directly or indirectly on his own behalf or on behalf
          of any other person, concern, undertaking, firm or body corporate:-

15.1.1    deal with in competition with the Company, seek employment or
          engagement with, be employed or engaged by or engage in business with
          or be in any way interested in or connected with any Competitor;

15.1.2    deal with, seek employment or engagement with, be employed or engaged
          by or engage in business with or work on any account or business of
          any Client for the

                                       18
<PAGE>

          purpose of providing to that Client services which are the same as or
          similar to those which he has been involved in providing to that
          Client in the 12 months preceding the Termination Date;

15.1.3    solicit or endeavour to entice away business from any Client for the
          purpose of providing to that Client services which are the same as or
          similar to those which he has been involved in providing to that
          Client in the 12 months preceding the Termination Date;

15.1.4    interfere or seek to interfere with contractual or other trade
          relations between the Company or any Group Company and any of its or
          their Suppliers;

15.1.5    solicit or endeavour to entice away from the Company or any Group
          Company any employee, officer or consultant of the Company or any
          Group Company known personally to the Employee other than secretarial,
          clerical or junior employees (whether or not such person would commit
          any breach of his contract of employment or engagement by reason of
          leaving the service of such company or knowingly employ, assist in or
          procure the employment by any other person, concern, undertaking, firm
          or body corporate of any such person;

15.1.6    communicate to any person, concern, undertaking, firm or body
          corporate anything which is intended to or which will or may damage
          the reputation or good standing of the Company or any Group Company;

15.2      The Employee will not at any time following the Termination Date, save
          with the previous express written consent of the Company, represent
          himself as being in any way connected with or interested in the
          business of the Company or any Group Company.

15.3      In the event that the Company requires the Employee not to perform any
          of his duties and/or exclude the Employee from the Company's premises
          ("garden leave") as set out in Clause 12.6 above for some or all of
          any period of notice, the period of the post termination restrictions
          set out in Clause 15 will be reduced by the length of the garden leave
          served prior to the Termination Date.

                                       19
<PAGE>

15.4      The Employee agrees that the restrictions contained in Clauses 15.1
          and 15.2 are reasonable and necessary for the protection of the
          legitimate interests of the Company and the Group Companies and that,
          having regard to those interests, those restrictions do not work
          harshly on him. It is nevertheless agreed that if any of those
          restrictions shall taken together or separately be held to be void or
          ineffective for any reason but would be held to be valid and effective
          if part of its wording were deleted, or the period or area of
          application reduced, that restriction shall apply with such deletions
          as may be necessary to make it valid and effective. The Employee
          further acknowledges that the restrictions contained in Clauses 15.1
          and 15.2 shall apply in relation to all Customers and Suppliers
          notwithstanding that such Customers and Suppliers may have been
          introduced to the Company or any Group Company by the Employee before
          or during his employment with the Company.

15.5      The restrictions contained in each sub-clause of Clause 15.1 shall be
          construed as separate and individual restrictions and shall each be
          capable of being severed without prejudice to the other restrictions
          or to the remaining provisions.

15.6      If the Company transfers all or any part of its business to a third
          party ("the transferee") the restrictions contained in this Clause
          shall with effect from the Employee becoming an employee of the
          transferee apply to the Employee as if references to the Company
          include the transferee and references to any Group Company were
          construed accordingly and as if references to customers, Clients or
          Suppliers were to, Clients or Suppliers of the Company and/or the
          transferee and their respective Group Companies.

15.7      The Employee hereby agrees that he will at the request and cost of the
          Company enter into a direct agreement or undertaking with any Group
          Company whereby he will accept restrictions and provisions
          corresponding to the restrictions and provisions contained in Clause
          15 (or such of them as may be appropriate in the circumstances) in
          relation to such services and such area and for such period as such
          company or companies may reasonably require for the protection of its
          or their legitimate interests.

                                       20
<PAGE>

15.8      Before accepting any offer of alternative employment the Employee
          undertakes that he shall provide a copy of this Agreement to his
          prospective new employer.

15.9      The restrictions set out in this Clause 15 are without prejudice to
          other express or implied duties whether fiduciary or otherwise owed by
          the Employee to the Company or any Group Company.

16        STATUTORY REQUIREMENTS

16.1      For the purpose of the Employment Protection (Consolidation) Act 1978
          as amended, it is hereby further agreed and declared that:-

16.1.1    the Employee's previous employment with PCH Investments Limited
          (formerly Peter Chadwick Holdings Limited) and Peter Chadwick Limited
          shall count as part of his continuous employment with the Company
          which therefore began on 10 September 1987;

16.1.2    a contracting out certificate is in force for the purposes of the
          Social Security Pensions Act 1975 in respect of the Employee.

16.2      Pursuant to the Wages Act 1986, the Employee authorises the Company to
          deduct and to retain from any salary or other remuneration (including
          without limitation any payment made to the Employee in lieu of notice)
          accrued to him in consideration of his employment by the Company
          (whether or not actually paid during the continuance of his
          employment):-

16.2.1    any pension or other similar contribution owed by the Employee as a
          consequence of the Employee's membership of the pension scheme
          referred to in Clause 4.8 above; and

16.2.2    any sum due from the Employee to the Company or any Group Company.

                                       21
<PAGE>

17        GENERAL

17.1      This Agreement is in substitution for all previous contracts of
          service or other arrangements relating to his employment between the
          Employee and the Company or any Group Company, which shall be deemed
          to have been terminated by mutual consent as from the Commencement
          Date.

17.2      The expiry or termination of this Agreement shall not operate to
          affect such of the provisions of this Agreement as are expressed to
          remain in full force and effect notwithstanding such termination.

18        NOTICES

18.1      Any notice to be served in connection with and any notice or other
          correspondence under or in connection shall be delivered:-

18.1.1    in the case of the Company, to its registered office for the time
          being; and

18.1.2    in the case of the Employee, to his address given or to such other
          address as may be notified by him

          in writing or transmitted by facsimile or sent by first class pre-paid
          mail or delivered by hand in each case to the address as set out
          above.

18.2      Any such notice or correspondence shall be deemed to have been served
          as follows:-

18.2.1    in the case of service by first class mail, on the third business day
          after the day on which it was posted;

18.2.2    in the case of delivery or facsimile transmission (subject, in the
          case of facsimile transmission, to oral confirmation of receipt of all
          transmitted pages) on the day it is delivered or transmitted provided
          that if that day is not a business day or, being a business day,
          transmission delivery or takes place after 5.00 p.m., then at

                                       22
<PAGE>

          9.00 a.m. on the first business day following delivery or transmission
          of the notice.

18.3      Subject to Clause 18.2, in proving service by post or delivery it
          shall be sufficient to prove that the notice or correspondence was
          properly addressed and left at or posted to the place to which it was
          so addressed.

18.4      In this Clause, "business day" means any day other than Saturday,
          Sunday or any other day which is a public holiday in the place where
          or to which the notice or correspondence is left or despatched.

19        GOVERNING LAW AND JURISDICTION

19.1      This Agreement shall be governed by and construed in accordance with
          the Laws of England.

19.2      The parties to this Agreement submit to the exclusive jurisdiction of
          the English Courts as regards any claim, dispute or matter arising out
          of or relating to this Agreement.

EXECUTED as a deed and delivered on the date set out at the head of this
Agreement.

                                       23
<PAGE>

                                   SCHEDULE
                              BONUS ARRANGEMENTS

The bonus payable to the Employee in respect of each financial year shall be
determined by reference to the matters set out below:-

1         For each financial year of the Company the Employee shall be paid by
          way of bonus up to 50% of the basic salary paid pursuant to Clause
          4.1.1 hereof in the event that there has been substantial progress
          towards achieving the Company's and the Group's strategic objectives
          and, in particular, in the event that the Company has achieved its
          performance relative to the budget for the financial year in question.
          Such bonus shall be pro rated by reference to the proportion of the
          financial year during which the Employee is employed. Such bonus shall
          be paid in the event the Board shall unanimously resolve that it
          should be paid.

2         For each financial year of the Company, the Employee shall be paid by
          way of an additional bonus up to 25% of the basic salary payable
          pursuant to Clause 4.1.1 hereof in the event that the Board shall
          unanimously resolve that such additional bonus should be paid to the
          Appointee as a result of the exceptional performance of the Company
          during the financial year in question.

                                       24
<PAGE>

SIGNED as a Deed by PETER    )
CHADWICK HOLDINGS LIMITED    )
acting by                    )
and                          )


          Director


          /Secretary               /s/ Malcolm Glynn
                                   ----------------------------

SIGNED as a Deed by IAN      )
PETER CLARKSON in the        )     /s/ Ian P. Clarkson
presence of:-                )     ----------------------------

                                       25
<PAGE>


                            DATED 24 NOVEMBER 1997
                            ----------------------




              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.


                        PETER CHADWICK HOLDINGS LIMITED


                                 IAN CLARKSON



                       ________________________________

                             EMPLOYMENT AGREEMENT
                       ________________________________



                            HOLMAN FENWICK & WILLAN
                                 Marlow House
                                 Lloyds Avenue
                               London  EC3N 3AL

                             Tel:  (0171) 488 2300
                             Fax:  (0171) 481 0316
                            Telex:  8812247 HFWLON
<PAGE>

THIS AGREEMENT is made 24 November 1997.

AMONG

(1)  CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC., of 304 Vassar Street,
     Cambridge, Massachusetts 02139, USA ("Cambridge")

(2)  IAN CLARKSON of 38 St. Peter's Square, London W6 9NW ("the Executive").

(2)  PETER CHADWICK HOLDINGS LIMITED, a company incorporated in England, whose
     registered number is 03114683 ("PCH").

WHEREAS:

(A)  Cambridge has acquired at least 95% of the share capital of PCH pursuant to
     an offer dated 17 November 1997.

(B)  It is a term of such acquisition that the Executive is appointed as an
     Executive Vice President of Cambridge.

IT IS AGREED as follows:

1.   Appointment as executive vice president
     ---------------------------------------

1.1  The Executive is hereby employed by Cambridge as an executive vice
     president of Cambridge. As such he shall manage PCH and its subsidiary
     companies and perform such duties as are reasonably assigned to him by the
     Chief Executive Officer of Cambridge from time to time (whether they relate
     to the business of Cambridge or to the business of PCH and any of its
     subsidiaries). In addition, Executive, together with the other Executive
     Vice President of Cambridge, who is also formerly a senior officer at PCH,
     shall be responsible for the management of the management consulting
     strategic business unit of Cambridge and its subsidiaries. The Executive
     shall also serve as a member of the executive committee of senior officers
     of Cambridge.

1.2  The Executive accepts such employment and agrees to render the services
     described in this agreement and in the agreement dated 16 November 1995
     between him and PCH ("the Agreement") and to devote his entire available
     business time, effort, skill and attention to promote the best interests of
     Cambridge and PCH and its subsidiaries. The Executive also agrees that the
     remuneration and other benefits which he enjoys under the Agreement, as
     modified by clause 4, shall cover his position as executive vice president
     of Cambridge and he shall not be entitled to any additional consideration
     for such employment.

1.3  In addition to the rights set out in the Agreement (as amended by this
     agreement) the Executive shall be considered eligible to participate in any
     other fringe benefits, benefit plans or related compensation
<PAGE>

     programs or plans such as the discretionary option or bonus plans of
     Cambridge to the same extent as executive vice president levels of
     employees in Cambridge. In that connection, the Executive shall be eligible
     to receive an annual bonus commencing with the twelve month period ending
     December 31, 1998 of up to 50% of the salary paid to him by PCH under the
     Agreement, to be determined upon the same basis as executive vice president
     level employees of Cambridge. All of the Executive's years of service with
     PCH shall be deemed to be years of service with Cambridge or its
     subsidiaries, as applicable, in determining the Executive's rights to
     participate in such benefits, plans or programs.

2.   Cessation of Office
     -------------------

2.1  If the Executive's employment with PCH pursuant to the Agreement is
     terminated for any reason, the Executive shall cease to be an Executive
     Vice President of Cambridge contemporaneously with the termination of the
     Agreement and shall not be entitled to any compensation as a result in
     addition to that to which he may be entitled pursuant to the Agreement or
     as a result of it being terminated.

3.   Miscellaneous
     -------------

3.1  All notices and other communications required or permitted to be given
     under this agreement relating to the Executive's employment as an executive
     vice president of Cambridge shall be in writing and shall be deemed to have
     been duly given and delivered by hand, sent by overnight courier service or
     facsimile transmission to the parties at the following addresses or to such
     other address of a party if such party may have designated to the other any
     prior notice given in accordance with this agreement:


     (a)  if to Cambridge to 304 Vassar Street, Massachusetts, 02139, USA
          attention Chief Financial Officer

          with a copy to
          Testa, Hurwitz & Thibeault, LLP
          High Street Tower
          125 High Street
          Boston, MA 02110, USA
          Attention:  S. Browne Esq

     (b)  if to the Executive to:
          38 St. Peter's Square
          London
          W6 9NW

3.2  This agreement, together with the Agreement as varied by this agreement and
     that certain Share and Option Purchase Agreement contemplated by the share
     capital offer by Cambridge as described above, sets out the entire
     agreement and understanding of the parties concerning the subject matter of
     this
                                      2.
<PAGE>

     agreement and supersedes any prior understanding and agreement relating to
     the terms of the Executive's employment by PCH and by Cambridge.

3.3  This agreement may be amended, modified, superseded or canceled or the
     terms or covenants of it may be waived only by a written instrument
     specifically referring to this agreement and executed by Cambridge and the
     Executive, or in the case of a waiver, by the party entitled to the benefit
     of such provisions. The failure by a party hereto at any time or from time
     to time to require performance of any obligations under this agreement
     shall in no manner affect such party's right to enforce any provisions of
     this agreement at a subsequent time; and the waiver by a party to this
     agreement of any right arising out of any breach shall not be construed as
     a waiver of any right arising out of any subsequent breach.

3.4  If any provision of this agreement (save for clause 4), or the application
     thereof to any person or circumstance, should for any reason and to any
     extent be invalid or unenforceable, the remainder of this agreement and the
     application of such provision to other persons or circumstances shall not
     be affected thereby, but rather shall be enforced to the greatest extent
     permitted by the law. Moreover, if one or more of the provisions contained
     in this agreement shall for any reason be held to be excessively broad as
     to scope, activity, subject or otherwise so as to be unenforceable at law,
     such provision or provisions shall be construed by the appropriate judicial
     body by limiting or reducing it or them so as to be enforceable to the
     maximum extent compatible with the applicable law as it shall then appear.

3.5  This agreement shall be governed by and construed in accordance with the
     laws of England.

4.   Variation of the Agreement
     --------------------------

4.1  The Agreement shall be varied in the following respects:

     (a)  Clause 4.1.2.2 shall be amended to say:

               "reviewed by the board of Cambridge annually in December for the
               calendar year commencing the following January, the first such
               review to take place in December, 1998".

     (b)  Clause 4.2 shall be amended by clarifying that the Executive is
          entitled to travel Business or such similar Class on all flights
          originating from and terminating in Europe and First or such similar
          Class on all other international flights.

     (c)  Clause 4.3 (which confers an entitlement to a bonus calculated in the
          manner set out in the Schedule to the Agreement) shall cease to apply.

     (d)  Clause 4.4 shall be varied by removing the right of the Executive to
          two motor cars and

                                      3.
<PAGE>

          replacing it with a right to be provided one motorcar which shall be a
          used BMW 750i or its equivalent.

     (e)  Clause 4.5 shall be varied by deleting "each of the cars" in the
          second line and replacing it with "the car".

     (f)  Clause 6 shall be varied by inserting at the end of the first sentence
          after "the proper performance of his duties" the following:

               "under this Agreement and under the agreement between the
               Executive, Cambridge and PCH dated 24 November 1997.

4.2  The Executive acknowledges and agrees that, at the time of amending the
     Agreement, there were no amounts due to him from PCH or its subsidiaries,
     save for his accrued salary and any outstanding business expense
     reimbursements.

4.3  In all other respects the agreement shall continue in full force and
     effect.

IN WITNESS whereof the parties have signed this agreement.


/s/ James P.O'Hare
------------------------
SIGNED by James P. O'Hare
for and on behalf of Cambridge Technology Partners (Massachusetts), Inc.


/s/ Ian Clarkson
-----------------------
SIGNED by IAN CLARKSON


/s/ Malcolm Glyn
-----------------------
SIGNED by Malcolm Glyn
for and on behalf of Peter Chadwick Holdings Limited

                                      4.