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                                                                    EXHIBIT 10.5




                                               CONFORMED COPY DATED 21 JUNE 2002






                                SARAH ANN DAVIES



                                       AND



                         WELLINGTON RE SERVICES LIMITED




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                                SERVICE AGREEMENT

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                                    CONTENTS

CLAUSE                                                                     PAGE

1.     Interpretation........................................................1

2.     Appointment...........................................................2

3.     Term..................................................................2

4.     Duties................................................................2

5.     Remuneration And Commission...........................................4

6.     Pension And Insurance Benefits........................................5

7.     Expenses..............................................................5

8.     Holidays And Holiday Pay..............................................5

9.     Sickness Or Incapacity................................................5

10.    Confidential Information..............................................6

11.    Copyright And Designs.................................................6

12.    Gratuities And Codes Of Conduct.......................................7

13.    Restrictive Covenants.................................................7

14.    Termination By Reconstruction Or Amalgamation.........................8

15.    Termination Of Directorship...........................................8

16.    Termination Of Employment On The Happening Of Certain Events..........9

17.    Obligations Upon Termination Of Employment............................9

18.    Effect Of Termination Of This Agreement..............................10

19.    Other Terms And Conditions...........................................10

20.    Notices..............................................................11

21.    Previous And Other Agreements........................................11

22.    Applicable Law.......................................................11





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                                SERVICE AGREEMENT

DATE: 21 JUNE 2002

PARTIES:

(1)     SARAH ANN DAVIES of Hollybush Cottages, 1 Hollybush Lane, Bendish,
        Whitwell, Hertfordshire SG4 8JB (the "Executive"); and

(2)     WELLINGTON RE SERVICES LIMITED incorporated in England and Wales
        (Registered Number 4270446) whose registered office is at 88 Leadenhall
        Street, London EC3A 3DA (the "Company").

OPERATIVE TERMS:

1.      INTERPRETATION

1.1     In this Agreement:

        "Associated Company"                  means any body corporate which
                                              from time to time is:

                                              (a)   a parent undertaking of the
                                                    Company; or

                                              (b)   any subsidiary undertaking
                                                    of any such parent
                                                    undertaking of the Company;
                                                    or

                                              (c)   a company over which the
                                                    Company has control within
                                                    the meaning of section 840
                                                    of the Income and
                                                    Corporation Taxes Act 1988;
                                                    or

                                              (d)   any company whose equity
                                                    share capital is owned as to
                                                    20 per cent or more but not
                                                    more than 50 per cent by the
                                                    Company.

        "Board"                               means the board of directors of
                                              the Company from time to time;

        "Group"                               means the Company and its
                                              Associated Companies (and "Group
                                              Company" means any one of them);

        "Individual Registration Byelaw"      means the Lloyd's Individual
                                              Registration Byelaw (No. 13 of
                                              1996);

        "Lloyd's"                             means the Society and Corporation
                                              of Lloyd's created and governed by
                                              the Lloyd's Acts 1871 and 1982;


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1.2     In this Agreement references to any statutory provision (including the
        byelaws, regulations and mandatory directions and requirements of
        Lloyd's from time to time) shall include such provision as from time to
        time amended, whether before on or (in the case of re-enactment or
        consolidation only) after the date hereof, and shall be deemed to
        include provision of earlier legislation (as from time to time amended)
        which have been re-enacted (with or without modification) or replaced
        (directly or indirectly) by such provision and shall further include all
        statutory instruments or orders from time to time made pursuant thereto.

1.3     Words and phrases defined in the Companies Act 1985 (excluding its
        schedules) as amended by the Companies Act 1989 or in the Lloyd's Acts
        1871 to 1982 or any byelaws, regulations, mandatory directions or
        requirements of Lloyd's shall have the same meanings in this Agreement
        unless they are otherwise defined in this Agreement or unless the
        context or subject-matter otherwise requires.

2.      APPOINTMENT

        The Company shall employ the Executive with effect from immediately
        after the Effective Time (as defined in a Framework Agreement of even
        date herewith between the Company, Wellington Underwriting Services
        Limited ("WUSL") and others) and the Executive shall serve the Group as
        Operations Director or in such other capacity of an equivalent status as
        the Company may reasonably require.

3.      TERM

3.1     The Executive may terminate her employment by giving not less than
        twelve months' written notice to the Company, such notice to expire at
        any time.

3.2     The Company may terminate the Executive's employment by giving not less
        than twelve months' written notice to the Executive, such notice to
        expire at any time. The Company reserves the right to terminate the
        Executive's employment by payment in lieu of notice.

3.3     Notwithstanding the provisions of clauses 3.1 and 3.2 the Executive's
        employment shall terminate automatically when the Executive reaches the
        age of 65 years.

4.      DUTIES

4.1     During her employment hereunder the Executive shall:

        (a)     perform the duties and exercise the powers and functions which
                from time to time may reasonably be assigned to or vested in her
                by the Board in relation to the Company and any Associated
                Company to the extent consistent with her job title set out in
                clause 2 (without being entitled to any additional remuneration
                in respect of such duties for any Associated Company);

        (b)     devote the whole of her working time, attention and ability to
                her duties in relation to the Company and any Associated Company
                at such place or places as the Board shall determine. The
                Executive shall work at the Group's premises at 88 Leadenhall
                Street, London EC3A, or such other place as the Company and the
                Executive shall agree, provided that the Executive shall not be
                required



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                (except for visits in the ordinary course of her duties) to go
                to or reside in parts of the world other than the United
                Kingdom;

        (c)     comply with all reasonable requests, instructions and
                regulations given or made by the Board (or by any one authorised
                by it) and promptly provide such explanations, information and
                assistance as to the performance of her duties assigned to her
                under this Agreement as the Board may reasonably require;

        (d)     faithfully and loyally serve the Company to the best of her
                ability and use her utmost endeavours to promote its interests
                in all respects;

        (e)     not engage in any activities which would detract from the proper
                performance of her duties hereunder, nor without the prior
                written consent of the Board in any capacity including as
                director, shareholder, principal, consultation, agent, partner
                or employee of any other company, firm or person (save as the
                holder for investment of securities which do not exceed three
                per cent (3%) in nominal value of the share capital or stock of
                any class of any company quoted on a recognised stock exchange)
                engage or be concerned or interested directly or indirectly in
                any other trade, business or occupation whatsoever;

        (f)     not (and shall use every reasonable endeavour to procure that
                her husband, infant children and persons connected with her
                within the meaning of section 346 of the Companies Act 1985
                shall not) deal or become or cease to be interested (within the
                meaning contained in Part I of Schedule 13 to the Companies Act
                1985) in any securities of the Company or any Associated Company
                except in accordance with the Company's Code of Practice in
                force from time to time in relation to such transactions and/or
                the Model Code for Securities for Transactions by Directors of
                Listed Companies issued by The Stock Exchange with which Codes
                the Executive shall comply and copies of which are obtainable
                from the Company Secretary;

        (g)     comply at all times with the Lloyd's Model Code for Dealings in
                Securities in force from time to time a copy of which is
                obtainable from the Board;

        (h)     not contravene the provisions of Part V (Insider Dealing) of the
                Criminal Justice Act 1993;

        (i)     if registration under the Individual Registration Byelaw is
                necessary to enable the Executive to perform the duties assigned
                to her under this Agreement, not do anything to prejudice such
                registration and shall do all things which may be required from
                time to time to comply with, and to maintain in full force and
                effect her registration under the Individual Registration
                Byelaw;

        (j)     at such times as the Board may reasonably request and at the
                expense of the Company undergo a medical examination by a doctor
                of the Company's choice.

4.2     The Company shall, or shall procure that an Associated Company shall,
        sponsor the Executive for registration under the Individual Registration
        Byelaw if such registration is necessary to enable the Executive to
        perform the duties assigned to her under this



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        Agreement, and comply with its obligations under the Individual
        Registration Byelaw as they relate to the Executive.

4.3     Notwithstanding the provisions of clause 4.1, during any period of
        notice given by the Executive pursuant to clause 3.1 or during any
        period not exceeding twelve months from the date of notice being given
        by the Company pursuant to clause 3.2 the Company shall be under no
        obligation to assign to or vest in the Executive any powers, duties or
        functions or to provide any work for the Executive and may at any time
        exclude the Executive from any premises of the Company. During any such
        period of exclusion the Company shall have the right to require the
        Executive not to speak to or otherwise communicate with any director or
        employee of the Company or any Associated Company or any person, firm or
        company, who at the date of such exclusion is a client or customer of
        the Company or any Associated Company, about any matter or thing
        relating to the business or affairs or finances of the Company or any
        Associated Company or of any such client or customer of the Company or
        any Associated Company.

4.4     The Executive shall be entitled to receive the full salary and benefits
        due under this Agreement for the period of any such exclusion as is
        mentioned in clause 4.3.

5.      REMUNERATION AND COMMISSION

5.1     The Executive shall be paid by way of remuneration for her services
        during her employment hereunder a salary at the rate (the "Salary Rate")
        of (pounds sterling)125,000 per annum, which shall be inclusive of any
        fees to which the Executive may be entitled as a director of the Company
        or of any Associated Company.

5.2     The Board may at its discretion at any time or times resolve that the
        Salary Rate is to be increased as from a date determined by the Board
        and if it should do so and should enter into any memorandum or agreement
        in writing with the Executive recording such increase or should notify
        the Executive in writing of such increase, then for the purposes of this
        Agreement the Salary Rate shall be deemed to be increased from such date
        accordingly and the Executive shall be entitled as of right to salary at
        the increased rate during her employment with the Company hereunder
        after such date; but nothing in this Agreement shall impose any
        obligation on the Company or the Board to make any such increase.

5.3     The Executive shall be eligible for a bonus of such amounts (if any) at
        such times and subject to such conditions as the Compensation Committee
        of the Board may in its absolute discretion decide.

5.4     The Company shall review the Salary Rate at least once in each calendar
        year, the first such review to be on and with effect from 1 January in
        that year.

5.5     The Executive's salary will be payable by equal monthly instalments;
        each monthly instalment will be in respect of a calendar month and will
        be paid on or before the last day of such calendar month. Where the
        employment has begun or ended in a calendar month, salary in respect of
        that month will be the proportion of a normal month's instalment which
        the days of employment in that month bear to the total days in the
        month.


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5.6     For the purposes of Part II of the Employment Rights Act 1996 the
        Executive hereby consents to the deduction of any sums owing by her to
        the Company at any time from her salary or any other payment due from
        the Company to the Executive and the Executive hereby also agrees to
        make any payment to the Company of any sums owed by her to the Company
        upon demand by the Company at any time.

6.      PENSION AND INSURANCE BENEFITS

6.1     The Executive shall be eligible to become a member of such pension
        scheme as the Board may establish in due course (the "Scheme"). The
        Executive's membership of such Scheme shall be subject to the provisions
        thereof as may be amended from time to time.

6.2     The Company shall provide the Executive with medical insurance,
        permanent health insurance, personal accident insurance and life
        assurance (subject to the relevant insurers' terms and conditions). The
        Board shall have the right to change the arrangements for the provision
        of such benefits as it sees fit or if in the reasonable opinion of the
        Board the Company is unable to secure any such insurance under the rules
        of any applicable scheme or otherwise at reasonable rates to cease to
        provide any or all of the insurances.

7.      EXPENSES

        The Company shall reimburse to the Executive all travelling hotel
        entertainment and other expenses properly and reasonably incurred by her
        in the performance of her duties hereunder and properly claimed and
        vouched for in accordance with the Company's expense reporting procedure
        in force from time to time.

8.      HOLIDAYS AND HOLIDAY PAY

8.1     In addition to the normal Bank and public holidays the Executive shall
        be entitled to 30 working days' paid holiday and, if applicable, such
        additional days as are set out in the Company's standard terms and
        conditions of employment from time to time, during each calendar year to
        be taken at such time or times as may be agreed with the Board. The
        Executive may not without the consent of the person to whom she reports
        carry forward any unused part of her holiday entitlement to a subsequent
        calendar year and the Executive shall not be entitled to any salary in
        lieu of untaken holiday.

8.2     For the calendar year during which the Executive's employment hereunder
        commences or terminates she shall be entitled to such proportion of her
        annual holiday entitlement as the period of her employment in each such
        year bears to one calendar year. Upon termination of this employment for
        whatever reason she shall if appropriate be entitled to salary in lieu
        of any outstanding holiday entitlement.

9.      SICKNESS OR INCAPACITY

9.1     The Company reserves the right at any time to require the Executive (at
        the expense of the Company) to be examined by a medical adviser
        nominated by the Company and the Executive consents to the medical
        adviser disclosing the results of the examination to the Company and
        shall provide the Company with such formal consents as may be necessary
        for this purpose.


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<PAGE>

9.2     If the Executive shall be prevented by illness, accident or other
        incapacity from properly performing her duties hereunder she shall
        report this fact forthwith to the Company Secretary's office and if she
        is so prevented for seven or more consecutive days she shall if required
        by the Company provide an appropriate doctor's certificate.

9.3     If the Executive shall be absent from her duties hereunder owing to
        illness, accident or other incapacity duly certified in accordance with
        the provisions of clause 9.2 she shall be paid her full remuneration for
        any period of absence of up to a maximum of 26 weeks in aggregate in any
        period of 52 consecutive weeks and thereafter, subject to the provisions
        of clause 16, to such remuneration (if any) as the Board shall in its
        absolute discretion allow.

9.4     If the Executive shall be, on the basis of a medical report supplied to
        the Company following her having undergone a medical examination
        pursuant to clause 4.1(j) or 9.1, in the opinion of the Board unfit ever
        to return to her duties (but in such circumstances and prior to any
        action being taken under this clause, the Executive shall have the right
        to have a second medical report from a duly qualified doctor or medical
        adviser selected by the Executive and approved by the Board, which
        approval shall not be unreasonably withheld, and the Board shall
        properly take account of the balance of evidence under both medical
        reports in considering whether to terminate the employment of the
        Executive under this paragraph) the Company shall be entitled to place
        the Executive on permanent sick leave without pay with effect from any
        time on or after the commencement of payments under the permanent health
        insurance arrangements referred to in clause 6.2.

10.     CONFIDENTIAL INFORMATION

        The Executive shall not during this employment hereunder (save in the
        proper course thereof or as may be required by law or applicable
        regulation) or at any time after its termination for any reason
        whatsoever disclose to any period whatsoever or otherwise make use of
        (and she shall at all times exercise all due care and diligence to
        prevent the unauthorised disclosure or use of) any confidential or
        secret information which she has or may have acquired in the course of
        her employment relating to the Company or any Group Company or any
        customers or clients of the Company or any Group Company including
        without limiting the generality of the foregoing confidential or secret
        information relating to the business or finances of any of the
        aforesaid.

11.     COPYRIGHT AND DESIGNS

11.1    The Executive hereby assigns to the Company all present and future
        copyright, design rights and other proprietary rights if any for the
        full term thereof throughout the world in respect of all works
        originated by her at any time whether during the course of her normal
        duties or other duties specifically assigned to her (whether or not
        during normal working hours) either alone or in conjunction with any
        other person and in which copyright or design rights may subsist except
        only those designs or other works written, originated, conceived or made
        by her wholly unconnected with her service hereunder.

11.2    It is agreed that for the purposes of section 2(1)(1B) of the Registered
        Designs Act 1949 the Company shall be treated for the purposes of that
        Act as the original proprietor of



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        any design of which the Executive may be the author in the circumstances
        described in clause 11.1.

11.3    The Executive agrees and undertakes that she will execute such deeds or
        documents and do all such acts and things as may be necessary or
        desirable to substantiate the rights of the Company in respect of the
        matters referred to in this clause. To secure her obligation under this
        Agreement the Executive irrevocably appoints the Company to be her
        attorney in her name and on her behalf to execute such deeds or
        documents and do all such acts and things as may be necessary or
        desirable to substantiate the rights of the Company in respect of the
        matters referred to in this clause.

11.4    The Executive hereby irrevocably waives all moral rights that she had or
        may have in any of the works referred to in clause 11.1

12.     GRATUITIES AND CODES OF CONDUCT

12.1    The Executive shall comply with all codes of conduct from time to time
        adopted by the Board.

12.2    The Executive shall not, except in accordance with any code of conduct
        adopted by the Board or with the prior written consent of the Board,
        directly or indirectly accept any commission, rebate, discount, gratuity
        or gift, in cash or in kind from any person who has or is likely to have
        a business relationship with the Company or any Associated Company and
        shall notify the Company upon acceptance by the Executive of any
        commission, rebate, discount, gratuity or gift in accordance with the
        Company's code of conduct from time to time.

13.     RESTRICTIVE COVENANTS

13.1    For the purpose of this clause 13:

        "the BUSINESS" means the business of reinsurance and the UK commercial
        lines business carried on by the Group or any individual Group Company
        or any other business carried on by the Group or any individual Group
        Company at the date of termination of her employment and with which the
        Executive has been concerned to a material extent at any time in the 12
        months immediately preceding such termination;

        references to the "GROUP" and "GROUP COMPANIES " shall only be reference
        to the Group and Group Companies in respect of which the Executive has
        carried out material duties in the period of 12 months prior to the date
        of termination of her employment;

        "RESTRICTED PERSON" shall mean any person who or which has at any time
        during the period of 12 months immediately preceding the date of
        termination done business with the Company or any other Group Company as
        customer or client or consultant and whom or which the Executive shall
        have had personal dealings with, contact with or responsibility for
        during the course of her employment;

        "KEY EMPLOYEE" shall mean any person who at the date of termination of
        the Executive's employment is employed or engaged by the Company or any
        other Group Company with whom the Executive has had material contact
        during the course of her employment and (a) is employed or engaged in
        the capacity of Manager, Underwriter or


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        otherwise in a senior capacity and/or (b) is in the possession of
        confidential information belonging to the Company and/or (c) is directly
        managed by or reports to the Executive.

13.2    The Executive covenants with the Company that she will not in connection
        with the carrying on of any business in competition with the Business
        during her employment and for the period of 12 months after the
        termination of her employment without the prior written consent of the
        Board either alone or jointly with or on behalf of any person directly
        or indirectly:

        13.2.1  canvass solicit or approach or cause to be canvassed or
                solicited or approached for orders in respect of any services
                provided and/or any products sold by the Company or any other
                Group Company any Restricted Person;

        13.2.2  solicit or entice away or endeavour to solicit or entice away
                from the Company or any other Group Company any Key Employee.

13.3    The periods during which clauses 13.2.1 and 13.2.2 are expressed to
        operate shall each be reduced by such period as the Executive shall have
        complied during her notice period with a direction to perform no duties
        and/or not to enter all or any premises of the Company or any Group
        Company pursuant to Clause 4.3.

13.4    The Executive agrees that she will at the cost of the Company enter into
        a direct agreement or undertaking with any Group Company whereby she
        will accept restrictions and provisions corresponding to the
        restrictions and provisions in Clauses 13.2.1 and 13.2.2 above (or such
        of them as may be appropriate in the circumstances) in relation to such
        activities and such area and for such a period not exceeding 12 months
        as such Group Company may reasonably require for the protection of its
        legitimate business interests.

13.5    The covenants contained in Clauses 13.2.1 and 13.2.2 are intended to be
        separate and severable and enforceable as such.

14.     TERMINATION BY RECONSTRUCTION OR AMALGAMATION

        If the employment of the Executive hereunder shall be terminated by
        reason of the liquidation of the Company for the purposes of
        amalgamation or reconstruction or as part of any arrangement for the
        amalgamation of the undertaking of the Company not involving liquidation
        and the Executive shall be offered employment with the amalgamated or
        reconstructed company on terms generally not less favourable than the
        terms of this Agreement (including as to the continuation of any
        directorship which she may then hold in the Company or any Associated
        Company) the Executive shall have no claim against the Company in
        respect of the termination of her employment by the Company.

15.     TERMINATION OF DIRECTORSHIP

15.1    The Executive shall not during her employment do or fail to do anything
        which causes or is likely to cause her to be prohibited by law from
        continuing to act as a director.

15.2    If the Executive is removed from the office of director of the Company
        or any Associated Company or if the Company or any Associated Company
        fails in general



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        meeting to re-elect the Executive as a director of the Company or Any
        Associated Company (if she shall be obliged to retire by rotation or
        otherwise pursuant to the Articles of Association of the Company or any
        Associated Company) or if the Executive ceases to be a director of the
        Company or any Associated Company for any other reason whatsoever the
        Executive's employment under this Agreement shall terminate and such
        termination shall be without prejudice to any claim which the Executive
        may have for damages for breach of this Agreement provided that the
        Company was not entitled at the time of such removal or failure to
        re-elect or cessation as a director to terminate her employment pursuant
        to clause 16.

16.     TERMINATION OF EMPLOYMENT ON THE HAPPENING OF CERTAIN EVENTS

16.1    The Company without prejudice to any remedy which it may have against
        the Executive for the breach or non-performance of any of the provisions
        of this Agreement may by notice in writing to the Executive forthwith
        terminate her employment without compensation if the Executive shall:

        (a)     become bankrupt or become the subject of an interim order under
                the Insolvency Act 1986 or make any arrangement or composition
                with her creditors; or

        (b)     be convicted of any criminal offence (other than an offence
                under road traffic legislation in the United Kingdom or
                elsewhere for which a penalty other than imprisonment is
                imposed); or

        (c)     be guilty of any serious misconduct, any conduct tending to
                bring the Company or herself into disrepute, or any material
                breach or non-observance of any of the provisions of this
                Agreement, or conduct herself in a way which is materially
                prejudicial or calculated to be materially prejudicial to the
                business of the Group and/or any syndicates managed by the
                Group; or

        (d)     be disqualified from being a director of any company by reason
                of an order made by any competent court; or

        (e)     be guilty of any repeated breach or non-observance of any code
                of conduct or fails or ceases to be registered (where such
                registration is, in the reasonable opinion of the Board,
                required for the performance of her duties) by any regulatory
                body (including Lloyd's) in the United Kingdom or elsewhere.

17.     OBLIGATIONS UPON TERMINATION OF EMPLOYMENT

        Upon the termination of her employment hereunder for whatever reason the
        Executive shall:

        (a)     forthwith tender her resignation as a Director of the Company
                and of any Associated Company without compensation, but without
                prejudice to any other rights which she may have under this
                Agreement. To secure her obligation under this Agreement the
                Executive irrevocably appoints the Company to be her attorney in
                her name and on her behalf to sign any documents and do any
                things


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                necessary to give effect thereto, if the Executive shall fail to
                sign or do the same herself.

        (b)     deliver up to the Company all vehicles, keys, credit cards,
                correspondence, documents, specifications, reports, papers and
                records (including any computer materials such as discs or
                tapes) and all copies thereof and any other property (whether or
                not similar to the foregoing or any of them) belonging to the
                Company or any Associated Company which may be in her possession
                or under her control, and (unless prevented by the owner
                thereof) any such property belonging to other which may be in
                her possession or under her control and which relates in any way
                to the business or affairs of the Company or any Associated
                Company or any supplier, agent, distributor or customer of the
                Company or any Associated Company, and she shall not without
                written consent of the Board retain any copies thereof;

        (c)     if so requested send to the Company Secretary a signed statement
                confirming that she has complied with clause 17(b); and

        (d)     not at any time may any untrue or misleading oral or written
                statement concerning the business and affairs of the Company or
                any Associated Company or represent herself or permit herself to
                be held out as being in any way connected with or interested in
                the business of the Company or any Associated Company (except as
                a former employee for the purpose of communicating with
                prospective employers or complying with any applicable statutory
                requirements).

18.     EFFECT OF TERMINATION OF THIS AGREEMENT

        The expiry or termination of this Agreement howsoever arising shall not
        operate to affect any of the provisions hereof which are expressed to
        operate or have effect thereafter and shall not prejudice the exercise
        of any right or remedy of either party accrued beforehand.

19.     OTHER TERMS AND CONDITIONS

19.1    The provisions of the Company's standard terms and conditions of
        employment as agreed with the Executive from time to time shall apply to
        the Executive's employment hereunder except so far as they are
        inconsistent with the terms of this Agreement.

19.2    The following particulars are given in compliance with the requirements
        of section 1 of the Employment Rights Act 1996:

        (a)     The Executive's period of continuous employment by WUSL which
                began on 27 September 1993 shall be recognised by the Company.

        (b)     The Executive's hours of work shall be the normal hours of work
                of the Company which are from 9.00 am to 5.00 pm together with
                such additional hours as may be necessary without additional
                remuneration for the proper discharge of her duties hereunder to
                the satisfaction of the Board.


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        (c)     If the Executive is dissatisfied with any disciplinary decision
                or if she has any grievance relating to her employment hereunder
                she should refer such disciplinary decision or grievance to the
                Board and the reference will be dealt with by discussion at and
                decision of a Board Meeting.

        (d)     A contracting-out certificate is not currently in force in
                respect of the Executive's employment hereunder.

        (e)     Save as otherwise herein provided there are no terms or
                conditions of employment relating to hours of work or to normal
                working hours or to entitlement to holiday (including public
                holidays) or holiday pay or to incapacity for work due to
                sickness or injury or to pensions or pension schemes or to
                requirements to work abroad and no collective agreement has any
                effect upon the Executive's employment hereunder.

20.     NOTICES

        Any notice to be given hereunder shall be in writing. Notice to the
        Executive shall be sufficiently served by being delivered personally to
        her or be being sent by first class post addressed to her at her usual
        or last known place of residence. Notice to the Company shall be
        sufficiently served be being delivered to the Company Secretary or by
        being sent by first class post to the registered office of the Company.
        Any notice if so posted shall be deemed served upon the third day
        following that on which it was posted.

21.     PREVIOUS AND OTHER AGREEMENTS

        This Agreement shall take effect in substitution for all previous
        agreements and arrangements (whether written, oral or implied) between
        the Company and the Executive relating to her employment which shall be
        deemed to have been terminated by mutual consent with effect from the
        commencement of the Agreement.

22.     APPLICABLE LAW

        English law shall apply to this Agreement and the parties submit to the
        jurisdiction of the English Courts.




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IN WITNESS whereof this Agreement has been duly executed and delivered as a deed
the day and year first before written



Executed as a deed by      )
the Executive              )        /s/ SARAH ANN DAVIES
IN THE PRESENCE OF:        )        --------------------



/s/ T. COOKE
------------
Witness's name and signature



LOVELLS
-------
Witness's address





Executed as a deed by      )
the Company                )
acting by:                 )



/s/ JULIAN CUSACK
-----------------
Director



/s/ CHARLES O'KANE
------------------
Director/Secretary








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