<PAGE>

                                                                   EXHIBIT 10.17

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



                        PETER CHADWICK HOLDINGS LIMITED

                           QUENTIN JAMES FRANK BAER



                               SERVICE AGREEMENT



                                  Macfarlanes
                               10 Norwich Street
                                London EC4A 1BD

                            JRSD/519336/0681797.01
                                 24 March 1998
                                    Draft 1
<PAGE>

                                   CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                           PAGE
<S>                                                              <C>
 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                       18
15       Restrictions following Termination                        18
16       Statutory Requirements                                    21
17       General                                                   22
18       Notices                                                   22
19       Governing Law and Jurisdiction                            23
</TABLE>
<PAGE>

                               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      QUENTIN JAMES FRANK BAER of 32 St James' Gardens, London W11 4RH ("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;


<PAGE>

               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;

                                       2
<PAGE>

               THE GROUP: the Company and all Group Companies;

               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
<PAGE>

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.

               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

               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
<PAGE>

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.

                                       5
<PAGE>

               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
<PAGE>

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

                                       7
<PAGE>

               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
<PAGE>

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

                                       9
<PAGE>

               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

                                       10
<PAGE>

               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:

                                       11
<PAGE>

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

                                       12
<PAGE>

       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

                                       14
<PAGE>

       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.

                                       15
<PAGE>

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

                                       16
<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 employe r.


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 28 January 1990;


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


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


SIGNED as a Deed by QUENTIN  )
JAMES FRANK BAER in the      )    /s/ Quentin J.F. Baer
presence of:-                )    -----------------------------

                                       25
<PAGE>


                            DATED 24 November 1997



              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC


                        PETER CHADWICK HOLDINGS LIMITED


                                 QUENTIN BAER


                         ____________________________

                             EMPLOYMENT AGREEMENT
                         ____________________________


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

                             Tel:  (0171) 488 2300
                             Fax:  (0171) 481 0316
                            Telex:  8812247 HFWLON
                               Ref.  RNH/JYK/557



<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)   QUENTIN BAER of 32 St. James Gardens, London W11 4RF ("the Executive")

(3)   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 it 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
          High Street
          Boston MA 02110 USA

          Attention:  S. Browne Esq

      (b) if to the Executive to:
          32 St. James Gardens
          London
          W11 4RF

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 oil 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/ Quentin Baer
---------------------------------
SIGNED by QUENTIN BAER


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

                                      4.