<PAGE>

                                                                    EXHIBIT 10.3




                                               CONFORMED COPY DATED 21 JUNE 2002





                           CHARLES CHRISTOPHER O'KANE



                                       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








<PAGE>



                                SERVICE AGREEMENT

DATE: 21 JUNE 2002

PARTIES:

(1)    CHARLES CHRISTOPHER O'KANE of 4 Erskine Road, Primrose Hill, London NW3
       3AJ (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 3BA (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         means the Lloyd's Individual
       Byelaw"                          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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<PAGE>

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 Managing
       Director.

3.     TERM

3.1    The Executive may terminate his 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 his 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 him
              by the Board in relation to the Company and any Associated Company
              to the extent consistent with his 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 his working time, attention and ability to his
              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 3BA, or such other place as the Company and the Executive
              shall agree, provided that the Executive shall not be required
              (except for visits in the ordinary course of his duties) to go to
              or reside in parts of the world other than the United Kingdom;


                                       -2-

<PAGE>

       (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 his duties assigned to him under this
              Agreement as the Board may reasonably require;

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

       (e)    not engage in any activities which would detract from the proper
              performance of his 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 his
              wife, infant children and persons connected with him 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 him 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 his 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 him under this Agreement, and comply with
       its obligations under the Individual Registration Byelaw as they relate
       to the Executive.



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<PAGE>

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 his services
       during his employment hereunder a salary at the rate (the "Salary Rate")
       of (pounds sterling)285,000 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 his 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.

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 him to
       the Company at any time from



                                      -4-
<PAGE>

       his 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 him 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 him
       in the performance of his 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 he reports
       carry forward any unused part of his 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 he shall be entitled to such proportion of his
       annual holiday entitlement as the period of his employment in each such
       year bears to one calendar year. Upon termination of this employment for
       whatever reason he 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.

9.2    If the Executive shall be prevented by illness, accident or other
       incapacity from properly performing his duties hereunder he shall report
       this fact forthwith to the Company




                                      -5-
<PAGE>

       Secretary's office and if he is so prevented for seven or more
       consecutive days he shall if required by the Company provide an
       appropriate doctor's certificate.

9.3    If the Executive shall be absent from his duties hereunder owing to
       illness, accident or other incapacity duly certified in accordance with
       the provisions of clause 9.2 he shall be paid his 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 his 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 his 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 he shall at all times exercise all due care and diligence to prevent
       the unauthorised disclosure or use of) any confidential or secret
       information which he has or may have acquired in the course of his
       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
       him at any time whether during the course of his normal duties or other
       duties specifically assigned to him (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 his wholly unconnected
       with his 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 any design of which the Executive may
       be the author in the circumstances described in clause 11.1.



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<PAGE>

11.3   The Executive agrees and undertakes that he 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 his obligation under this
       Agreement the Executive irrevocably appoints the Company to be his
       attorney in his name and on his 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 he 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 his 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 his 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 his 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 his employment and (a) is employed or engaged in the
       capacity of Manager, Underwriter or 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.



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13.2   The Executive covenants with the Company that he will not in connection
       with the carrying on of any business in competition with the Business
       during his employment and for the period of 12 months after the
       termination of his 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 his 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 he will at the 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 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 he 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 his employment by the Company.

15.    TERMINATION OF DIRECTORSHIP

15.1   The Executive shall not during his employment do or fail to do anything
       which causes or is likely to cause him 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 meeting to re-elect the Executive as a director of the Company
       or Any Associated Company (if he shall be obliged to retire by rotation
       or otherwise pursuant to the Articles



                                      -8-
<PAGE>

       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 his 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 his 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 his 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 himself into disrepute, or any material breach or
              non-observance of any of the provisions of this Agreement, or
              conduct himself 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 his duties) by any regulatory body
              (including Lloyd's) in the United Kingdom or elsewhere.

17.    OBLIGATIONS UPON TERMINATION OF EMPLOYMENT

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

       (a)    forthwith tender his resignation as a Director of the Company and
              of any Associated Company without compensation, but without
              prejudice to any other rights which he may have under this
              Agreement. To secure his obligation under this Agreement the
              Executive irrevocably appoints the Company to be his attorney in
              his name and on his behalf to sign any documents and do any things
              necessary to give effect thereto, if the Executive shall fail to
              sign or do the same himself.



                                      -9-
<PAGE>

       (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 his possession or under
              his control, and (unless prevented by the owner thereof) any such
              property belonging to other which may be in his possession or
              under his 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 he 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 he 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 himself or permit himself 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 9 November 1998 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 his duties hereunder to
              the satisfaction of the Board.

       (c)    If the Executive is dissatisfied with any disciplinary decision or
              if he has any grievance relating to his employment hereunder he
              should refer such



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<PAGE>

              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
       him or be being sent by first class post addressed to him at his 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 his 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/ CHARLES CHRISTOPHER O'KANE
In the presence of:        )        ------------------------------



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



LOVELLS, LONDON
---------------
Witness's address





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



/s/ SARAH DAVIES
----------------
Director



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





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