EMPLOYMENT AGREEMENT

AGREEMENT  made as of the 9th day of  March,  2000 by and  between  Junction  15
Limited whose  registered  office is at 37 Warren Street,  London,  W1P 5PD (the
"Company")  and  Ian  Charles  Norris  McCalla,  an  individual  residing  at 57
Streathbourne Road, London, SW17 8RA (hereinafter called the "Employee").

                              W I T N E S S E T H:

WHEREAS, this Agreement is intended to supersede and replace all prior
agreements, understandings and arrangements between or among the Company and the
Employee relating to the employment of the Employee.

NOW, THEREFORE, it is agreed as follows:

     1.   Retention of Services. The Company hereby retains the services of
Employee, and Employee agrees to furnish such services, upon the terms and
conditions hereinafter set forth.

     2.   Term. Subject to earlier termination on the terms and conditions
hereinafter provided, and further subject to certain provisions hereof which
survive the term hereof, the term of this Agreement shall be comprised of a
three (3) year period of employment commencing on the date hereof.

     3.   Duties and Extent of Services During Period of Employment.

          (a)  During  the term of  employment,  Employee  shall be employed  as
Managing Director of the Company or in such other equivalent executive positions
with the Company and/or its associated companies, which shall mean Vizacom Inc.
("Vizacom") being the Company's holding company and any company which is for the
time being a subsidiary of Vizacom ("Associated Companies" and each an
"Associated Company"), as may be determined by the Board of Directors of Vizacom
("the Board"). In such capacity, Employee agrees that he shall devote his full
time business efforts to serving the Company and Associated Companies under the
direction of the Board shall perform all duties incident to his position on
behalf of the Company to the best of his ability and shall perform such other
duties as may from time to time be assigned to him by the Board.

          (b)  The Company and Employee agree that  Employee  shall  perform his
basic responsibilities and duties hereunder at the offices for the time being of
the Company in Greater London or elsewhere in the United Kingdom as the Company
and the Employee may agree; subject, however, to the travel requirements of his
position.

     4.  Remuneration.  During  the  period  of  employment,  Employee  shall be
entitled to receive the following compensation for his services:

<PAGE>

          (a)  The Company shall pay to Employee a salary at an initial  rate of
BP90,000 per annum for the first year commencing on the date hereof increasing
to BP100,000 per annum for the second and third years commencing on the first
anniversary of such date, payable in equal bi-weekly installments or in such
other manner as shall be consistent with the Company's payroll practices.

          (b)  (i) In addition to the salary  provided in clause (a) above,  not
later than one hundred twenty (120) days after the end of each fiscal year or
part thereof of the Company, the Company shall pay to Employee, as incentive
compensation, with respect to each fiscal year during the Term of this Agreement
the first such year beginning on 1 January 2000, a bonus which shall be payable
so long as the Employee remains employed by the Company.

          The amount of the bonus shall be  calculated  as a  proportion  of the
Employee's salary for the time being hereunder ("Salary" ) according to the
extent to which the Company achieves the annual targets for Gross Profit of the
Base Business as set out in the business plans to be agreed between the Employee
and the Board (and as reviewed by agreement of the parties on any acquisition or
other addition to the Base Business or otherwise from time to time) on the
following basis:

     % of Gross Profit achieved                        Bonus as % of Salary
     --------------------------                        --------------------

               60                                               5
               75                                               10
               90                                               15
               100                                              20
               over 100                              1/2% for each 1% over 100


               (ii) For purposes of this Paragraph 4(b),

                    (A)  "Base Business" shall mean the business conducted by
the Company, including any company, entity or other business acquired by or
merged or combined with the Company which carries on effectively the same
business;

                    (B)  "Net  Revenues"  shall mean the net revenues of the
Base Business, net of returns, discounts and allowances, as computed in
accordance with generally accepted accounting principles in the United States
consistently applied with the accounting principles of the Company ("GAAP"),
but not including any amortization of goodwill;

                    (C)  Gross Profit shall mean Net Revenues  less cost of
goods sold or cost of sales computed as follows:

                                      -2-

<PAGE>

                         (I)   The following items shall be included in the cost
of goods sold or cost of sales:

(1)  all  salaries, consulting  fees  and  other  compensation  paid to  website
development and other employees and consultants which provide the services or
produce the products of the Base Business; and

(2)  all direct expenses which are properly considered part of cost of goods
sold or cost of sales under GAAP.

                         (II) The following items shall be excluded from cost of
goods sold or cost of sales:

(1)  any management fee payable by Junction to the Company;

(2)  any allocation of corporate overhead of the Company to Junction;

(3)  any extraordinary items.

                    (D)  The Company shall have sole  authority and control over
the conduct of the Base Business, including without limitation, all decisions
relating to customers and accounts to be solicited, pricing and marketing
programs. In addition, the Company, in its sole discretion, may determine:

(1)  to acquire the stock or assets or any other businesses or to otherwise
enter new  businesses  or  to  consolidate   operations  with  the  Company
or  other subsidiaries of the Company in common facilities, or

(2)  to terminate or sell the Base Business or any other business of Junction.

                    (E)  The Company shall maintain separate  accounting records
for the Base Business sufficient to compute the bonus set forth above.

               (iii) The  Company  agrees to furnish  to  Employee a copy of
the Base Business' financial statements not later than one hundred twenty (120)
days after  the end of  each  fiscal  year of the  Company  during  the  term of
this Agreement,  together with a notice  containing the  computation of the
bonus set forth above (the "Bonus  Notice").  If the Employee does not agree
in good faith with the  calculation  of the bonus set forth in the Bonus Notice,
the Employee shall  deliver a notice ("the Dispute  Notice") to the Company
setting forth in detail the nature and extent of such disagreement  within 30
days after the date of the Bonus Notice.  If the Company and the Employee fail
to agree with respect thereto within 30 days after receipt by the Company of the
Dispute  Notice,  the dispute  shall  be  referred  to  a  national  firm  of
independent   chartered accountants  to be designated  by the Company  (which
shall not be the Company's regular

                                      -3-

<PAGE>

chartered accountant), subject to being reasonably acceptable to the
Employee (the "Independent Accountants"), for resolution within 30 days after
the referral of such dispute to the Independent Accountants. Each of the Company
and the Employee shall bear their own expenses with respect to any such dispute,
and each of the Company and the Employee shall bear one-half of the expenses of
the Independent Accountants in connection therewith.

               (iv) In the  event  that  any  company,  entity  or  business  is
acquired by or merged or combined with the Company at any time during the term
of this Agreement, the percentages set forth in paragraph (i) above shall be
reduced by multiplying such percentages by a fraction the numerator of which
shall be the Net Revenues of the Company for the fiscal year immediately
preceding such event, and the denominator of which shall be an amount equal to
the sum of the numerator and the net revenues (computed on the same basis as is
set forth in paragraph (ii) above) for any such company, entity or business that
is acquired by or merged or combined with Junction.

               In the  event  that  this  Agreement  is  terminated  other  than
pursuant to Section 9(a), the Employee shall be entitled to receive the amount
which would be payable under this clause (b) for each fiscal quarter of any
fiscal year prior to the date of such termination.

     5.   Employee Benefits; Expenses.

          (a)  During the term of this Agreement,  the Company  shall provide to
the Employee and his family the right to participate in the Company's then
existing medical and dental insurance and other employee benefit plans and
policies on the same terms as are then generally available to the Company's
executive and managerial employees.

          (b)  Employee shall be entitled to paid  vacation each year during the
term of this Agreement at the rate of twenty (20) days per annum. Vacation shall
be taken each year and, if not taken, shall be carried over for one (1) year
and, if not taken during such carry-over period, shall be forfeited.

          (c)  The Corporation shall reimburse Employee, in accordance with the
practice followed from time to time for other executive and managerial officers
of the Company, for all reasonable and necessary business and traveling
expenses, and other disbursements incurred by Employee for or on behalf of the
Corporation in the performance of Employee's duties hereunder, upon presentation
by Employee to the Company of an appropriate accounting or documentation of
such.

          (d)  During the term of this Agreement, the Company shall make
employer contributions  to the Company's Group Personal Pension Plan operated by
Scottish Mutual the greater of 10% of salary pursuant to clause 4(a) or on the
same terms as are then generally available to Vizacom's executive and managerial
employees.

                                      -4-
<PAGE>

     6.   Disability. If Employee, during the period of employment, becomes
unable for any 90  consecutive  days in any  twelve-month  period  due to ill
health or other  physical or mental  incapacity,  to perform his services
hereunder,  the Company may thereafter, upon at least 60 days' written notice to
Employee, place Employee on disability status. After such action by the Company,
Employee shall no longer be entitled to receive any  compensation  hereunder
until the Employee returns to full-time status.

     7.   Confidential Information.

          (a)  In the course of Employee's employment  by the Company,  Employee
will have access to and possession of valuable and important confidential or
proprietary data or information of the Company and its operations. Employee will
not during Employee's employment by the Company or at any time for a period of
five (5) years thereafter divulge or communicate to any person nor shall
Employee direct any employee, representative or agent of the Company or its
affiliates to divulge or communicate to any person or entity (other than to a
person or entity bound by confidentiality obligations similar to those contained
herein and other than as necessary in performing Employee's duties hereunder) or
use to the detriment of the Company or for the benefit of any other person or
entity, including without limitation any competitor, supplier, licensor,
licensee or customer of the Company , any of such confidential or proprietary
data or information or make or remove any copies thereof, whether or not marked
or otherwise identified as "confidential" or "secret." Employee shall take all
reasonable precautions in handling the confidential or proprietary data or
information within the Company to a strict need-to-know basis and shall comply
with any and all security systems and measures adopted from time to time by the
Company to protect the confidentiality of confidential or proprietary data or
information.

          (b)  The term  "confidential  or proprietary data or information" as
used in this Agreement  shall mean  information  not generally  available to the
public, including, without limitation, all database information,  personnel
information, financial   information,   customer  lists,   account  lists  or
other  account information,  names,  telephone  numbers or  addresses,  supplier
lists,  trade secrets,  patented or  proprietary  information,  forms,
information  regarding products, operations,  systems, methods, financing,
services, know how, computer and any other processed or collated data, computer
programs, pricing, marketing, media and advertising data.

          (c)  Employee  will at all times  promptly  disclose to the Company in
such form and manner as the Company may reasonably require, any inventions,
improvements or procedural or methodological innovations, including without
limitation relating to programs, methods, forms, systems, services, designs,
marketing ideas, products or processes (whether or not capable of being
trademarked, copyrighted or patented) conceived or developed or created by
Employee during or in connection with Employee's employment hereunder and which
relate to the business of the Company ("Intellectual Property"). Employee agrees
that all such Intellectual Property shall be the sole property of the Company.
Employee further agrees that Employee will execute such instruments and perform
such acts as may reasonably be requested by the Company

                                      -5-


<PAGE>

to transfer to and perfect in the Company all legally protectable rights in
such Intellectual Property.

          (d) All  written  materials,  books,  records  and  documents  made by
Employee or coming into Employee's possession during Employee's employment by
the Company concerning any products, processes or equipment manufactured, used,
developed, investigated, purchased, sold or considered by the Company or
otherwise concerning the business or affairs of the Company, including without
limitation any files, customer records such as names, telephone numbers and
addresses, lists, firm records, brochures and literature, shall be the sole
property of the Company, shall not be removed from the Company's premises by the
Employee, and upon termination of Employee's employment by the Company, or upon
request of the Company during Employee' s employment by the Company, Employee
shall promptly deliver the same to the Company. In addition, upon termination of
Employee's employment by the Company, Employee will deliver to the Company all
other Company property in Employee's possession or under Employee's control,
including, but not limited to, financial statements, marketing and sales data,
customer and supplier lists, account lists and other account information,
database information and other documents, and any Company credit cards.

          (e) The Employee acknowledges that the covenants contained in this
Section 7 are fair and reasonable in order to protect the Company's business and
were a material and necessary inducement for the Company to agree to the terms
of this Agreement. The Employee further acknowledges that any remedy at law for
any breach or threatened or attempted breach of the covenants contained in this
Section 7 may be inadequate and that the violation of any of the covenants
contained in this Section 7 will cause irreparable and continuing damage to the
Company. Accordingly, the Company shall be entitled to specific performance or
any other mode of injunctive and/or other equitable relief to enforce its rights
hereunder, including without limitation an order restraining any further
violation of such covenants, or any other relief a court might award, without
the necessity of showing any actual damage or irreparable harm or the posting of
any bond or furnishing of other security, and that such injunctive relief shall
be cumulative and in addition to any other rights or remedies to which the
Company may be entitled. The covenants in this Section 7 shall run in favor of
the Company and its successors and assigns. In addition, the Employee agrees to
pay the Company the costs it incurs, including reasonable attorneys' fees and
expenses, in bringing and prosecuting any proceeding to enforce the terms of
this Agreement.

          (f) The provisions of this Section 7 shall survive the termination of
this Employment Agreement.

     8.   Non-Competition.

          (a) During the term of this Agreement and for one year thereafter (the
"Restricted Period"), the Employee shall not, without the written consent of the
Company, directly or indirectly,

                                      -6-
<PAGE>

               (i) become  engaged,  concerned or interested in, render services
to, invest in, represent, advise or otherwise participate in as an officer,
employee, director, stockholder, partner, promoter, agent of, consultant for or
otherwise, any business which is conducted in any of the jurisdictions in which
the Company's other business is conducted and which is competitive with the
business conducted by the Company or any business of an Associated Company in
which Employee materially participated, including without limitation the design,
development or implementation of Internet web sites, applications, strategies,
integration, intranets, extranets or customer service; provided, that this
Section 8(a)(i) shall not prohibit the Employee from purchasing or owning as a
passive investment up to three percent (3%) of the outstanding capital stock of
a company which is listed or authorized for trading on any recognised securities
exchange, Nasdaq or the OTC Electronic Bulletin Board as amended;

               (ii) for the Employee's own account or for the account of any
other person or entity (A) interfere with the relationship of the Company or any
of the Associated Companies in which the Employee is materially involved with
any of their respective suppliers, customers, accounts, brokers, representatives
or agents or (B) contact, telephone, meet, solicit or transact any business with
any customer, account or supplier of the Company who or which transacts or has
transacted business with the Company at any time during the term of this
Agreement or such customer, account or supplier of an Associated Company with
whom the Employee has had any material contact or dealings; or

               (iii) employ or otherwise engage, or solicit, entice or induce on
behalf of the Employee or any other person or entity, the services, retention or
employment of any person who has been an employee, principal, partner,
stockholder, sales representative, trainee, consultant to or agent of the
Company within one year of the date of such offer or solicitation.

          (b) Nothing herein  contained  shall be construed as  prohibiting  the
Company from pursuing any other remedies available to it for such violation,
including but not limited to any injunctive or other equitable relief or the
recovery of damages from the Employee.

          (c) The Employee acknowledges that the covenants contained in this
Section 8 are fair and reasonable in order to protect the Company's business and
the business of the Associated Companies and were a material and necessary
inducement for the Company to agree to the terms of this Agreement. The Employee
further acknowledges that any remedy at law for any breach or threatened or
attempted breach of the covenants contained in this Section 8 may be inadequate
and that the violation of any of the covenants contained in this Section 8 will
cause irreparable and continuing damage to the Company. Accordingly, the Company
shall be entitled to specific performance or any other mode of injunctive and/or
other equitable relief to enforce its rights hereunder, including without
limitation an order restraining any further violation of such covenants, or any
other relief a court might award, without the necessity of showing any actual
damage or irreparable harm or the posting of any bond or furnishing of other
security, and that such injunctive relief shall be cumulative and in addition to
any other rights or remedies to which the Company may be entitled. The covenants
in this Section 8 shall run in favor of the

                                      -7-
<PAGE>


Company and its successors and assigns. In addition, the Employee agrees to
pay the Company the costs it incurs, including reasonable attorneys' fees and
expenses, in bringing and prosecuting any proceeding to enforce the terms of
this Agreement.

          (d) In case any one or more of the terms or provisions contained in
this Section 8 shall for any reason be held invalid, illegal or unenforceable,
such invalidity, illegality or unenforceability shall not affect any other terms
or provisions hereof, but such term or provision shall be deemed modified or
deleted as or to the extent required by applicable law, and such modification or
deletion shall not affect the validity of the other terms or provisions of this
Section 8. In addition, if any one or more of the restrictions contained in this
Section 8 shall for any reason be held to be unreasonable with regard to time,
duration, geographic scope or activity, the parties contemplate and hereby agree
that such restriction shall be modified and shall be enforced to the full extent
compatible with applicable law. The parties hereto intend that the covenants
contained in this Section 8 shall be deemed a series of separate covenants for
each country, state, county and city. If, in any judicial proceeding, a court
shall refuse to enforce all the separate covenants deemed included in this
Section 8 because, taken together, they cover too extensive a geographic area,
the parties intend that those of such covenants (taken in order of the cities,
counties, states and countries therein which are lease populous) which if
eliminated would permit the remaining separate covenants to be enforced in such
proceeding shall, for the purpose of such proceeding, be deemed eliminated from
the provisions of this Section 8.

          (e) The provisions of this Section 8 shall survive the  termination of
this Employment Agreement.

     9.   Termination.

          (a) The Company may terminate the Employee's  services  hereunder "for
cause" by delivering to Employee not less than ten (10) days prior to the date
on which the termination is to be effective, a written notice of termination for
cause specifying the act, acts or failure to act that constitute the cause. For
the purposes of this agreement, "for cause" shall mean; (i) any act of
dishonesty, fraud or embezzlement materially adversely affecting the financial,
market, reputation or other interests of the Company, or any affiliate thereof,
(ii) in the event that the Company places Employee on disability status pursuant
to Section 6 hereof more than once during the term hereof, (iii) in the event of
a conviction of the Employee for any felony or other serious crime materially
adversely affecting the Company, or any knowing violation of any English or
United States federal or state securities law or regulation, (iv) repeated
failure to perform Employee's duties hereunder after notice and thirty (30) days
to cure such failure, (v) any material breach by the Employee of this Agreement
after notice and thirty (30) days to cure such failure, or (vi) the death of the
Employee.

          (b) If the Company terminates  Employee's employment hereunder for any
reason other than "for cause" as set forth in Section 9(a) hereof, (i) the
Company shall pay to the Employee compensation pursuant to Sections 4(a) and
4(b) (and for these purposes the Net

                                      -8-
<PAGE>


Revenues of the Base Business with respect to each remaining fiscal year
during the term of this Agreement shall be deemed to be equal to 120% of such
Net Revenues for each immediately preceding fiscal year) hereof at the time and
in the manner provided for herein and (ii) the obligations of the Employee
pursuant to Section 8 of this Agreement shall terminate, and no other
compensation payable hereunder shall be payable to the Employee. If the Company
terminates Employee's employment hereunder "for cause" as set forth in Section
9(a) hereof, Employee shall not be entitled to receive any further compensation
hereunder. Employee and the Company acknowledge that the foregoing provisions of
this paragraph 9(b) are reasonable and are based upon the facts and
circumstances of the parties at the time of entering into this Agreement, and
with due regard to future expectations.

          (c) The Employee may  terminate  this  Agreement  with effect from the
second anniversary of the date hereof subject to giving to the Company not less
than one hundred and eighty (180) days prior to the date on which the
termination is to be effective, a written notice of termination. The provisions
of Sections 4(a) and 4(b) shall continue unaffected up to the date of
termination.

     10.  Notices.  Any  notice to be given to the  Company  hereunder  shall be
deemed sufficient if addressed to the Company in writing and delivered or mailed
by certified or registered mail to it at Glenpointe Center East, 300 Frank W.
Burr Boulevard, Box 18, 7th Floor, Teaneck, New Jersey 07666, Attention:
President, or to such other address as the Company may hereafter designate, and
a copy to Neil M. Kaufman, Esq., Kaufman & Moomjian, LLC, 50 Charles Lindbergh
Boulevard, Suite 206, Mitchel Field, New York 11553. Any notice to be given to
Employee hereunder shall be delivered or mailed by certified or registered mail
to Employee at the address set forth at the head of this Agreement or such other
address as he may hereafter designate.

     11. Successors and Assigns; Third Party Beneficiaries. This Agreement shall
be binding upon and inure to the benefit of the successors and assigns of the
Company, and unless clearly inapplicable, all references herein to the Company
shall be deemed to include any such successor. In addition, this Agreement shall
be binding upon and inure to the benefit of the Employee and his heirs,
executors, legal representatives and assigns; provided, however, that the
obligations of Employee hereunder may not be delegated without the prior written
approval of the Board of Directors of the Company. In the event of any
consolidation or merger of the Company into or with any other corporation during
the term of this Agreement, or the sale of all or substantially all of the
assets of the Company to another corporation, person or entity during the term
of this Agreement, such successor corporation shall assume this Agreement and
become obligated to perform all of the terms and provisions hereof applicable to
the Company, and Employee's obligations hereunder shall continue in favor of
such successor corporation.

     12.  Amendments.  This Agreement may not be altered,  modified,  amended or
terminated except by a written instrument signed by each of the parties hereto.

                                      -9-
<PAGE>


     13.  Prior  Agreements  Superseded.  This  Agreement  contains  the  entire
agreement of the parties relating to the subject matter hereof and supersedes
any other agreements, oral or written, entered into between Employee and the
Company prior to the date of this Agreement relating thereto.

     14.  Applicable  Law. This  Agreement  shall be governed by,  construed and
enforced in accordance with the laws of the England and Wales, without regard to
conflicts of laws.

     15.  Severability.  If any provision of this  Agreement  shall be held by a
court of competent jurisdiction to be contrary to law or public policy, the
remaining provisions shall remain in full force and effect.

     16.  Waiver.  No term or  provision  hereof  shall be deemed  waived and no
breach consented to or excused, unless such waiver, consent or excuse shall be
in writing and signed by the party claimed to have waived, consented or excused.
A consent, waiver or excuse of any breach shall not constitute a consent to,
waiver or, or excuse of any other or subsequent breach whether or not of the
same kind of the original breach.

     17.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts, all of which taken together shall constitute one and the same
agreement.

     18.  Acknowledgment.  Employee acknowledges that he has carefully read this
Agreement, has had an opportunity to consult counsel regarding this Agreement
and hereby represents and warrants to the Company that Employee's entering into
this Agreement, and the obligations and duties undertaken by Employee hereunder,
will not conflict with, constitute a breach of or otherwise violate the terms of
any other agreement to which Employee is a party and that Employee is not
required to obtain the consent of any person, firm, corporation or other entity
in order to enter into and perform his obligations under this Agreement.

     19.  Schedule.  The  provisions  of the  Schedule  (which form part of this
Agreement) set out certain particulars of employment required to be given for
the purposes of the Employment Rights Act 1996.

                                      -10-

<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

SIGNED by                          )         /s/ Mark E. Leininger
on behalf of JUNCTION 15 LIMITED   )
in the presence of:                )

Witness signature:                           /s/

Name:

Address:

Occupation:



SIGNED by the said                 )         /s/ Ian Charles Norris McCalla
IAN CHARLES NORRIS MCCALLA         )
in the presence of:                )

Witness signature:                           /s/-

Name:
Address:

Occupation:

                                      -11-
<PAGE>


                                  THE SCHEDULE


In accordance with the Employment Rights Act 1996, the following terms of the
Employee's employment are hereby stated to apply on the date of execution of
this Agreement:

(a)  Commencement of employment
     --------------------------

     May 1999                   . No  employment with a previous employer counts
as part of the Employee's continuous period of employment.

(b)  Hours of work
     -------------

     See Section 3.  There are no fixed hours of work.

(c)  Holidays
     --------

See Section 5. If the appointment terminates during the course of the
holiday year the Employee will be entitled in respect of accrued holiday pay to
a sum equal to that proportion of 20 days' remuneration which the number of
complete calendar months he has worked during that year bears to twelve less one
day's salary for each day's holiday taken during that year. If this calculation
produces a negative amount a sum equal to that amount will be deduced from the
Employee's final salary payment.

(d)  Pension
     -------

     A contracting  out certificate is not in force in respect of the Employee's
employment.

(e)  Disciplinary Procedure
     ----------------------

1.   All disciplinary procedures will take place in a private location and will
be completely confidential.

2.   If  Employee's  conduct or  performance  does not meet acceptable standards
following informal warnings Employee may be given a formal verbal warning.

3.   If the  offence is more  serious or if there is no  improvement  following
a verbal warning Employee may be given a written warning.

4.   If there is no improvement following a final written warning, Employee may
be dismissed.

                                      -12-
<PAGE>

5.   In the event of allegations of gross misconduct  Employee may be suspended
on pay so that the Company can investigate the circumstances. Gross misconduct
will normally result in dismissal,  although, in exceptional  circumstances
Employee may be suspended without pay for up to 5 days and given a final
warning.

6.   The  sorts of  offence  that the  Company  considers  to be gross
misconduct include  theft,  fraud,  failure to follow  company  procedure  for
dealing with customers  and  customer  records,   being  under  the  influence
of  drink  or non-prescribed  drugs while at work,  fighting and physical
assault,  refusal to carry out a reasonable  instruction from your manager or
supervisor,  smoking in no smoking areas, racial or sexual harassment,  serious
negligence  resulting in unacceptable  loss or risk of  injury,  falsification
or misuse of time  cards, non-attendance at work without  reasonable  excuse.
This list is for Employee's guidance and is not exhaustive.

(f)  Appeals Procedure
     -----------------

     Appeals against disciplinary action should be made within 5 days to the
Board (or controller on his/her absence), in writing. The Board will conduct a
further hearing before giving a decision, which will be final.

(g)  Grievance Procedure
     -------------------

1.   The aim of the  grievance  procedure  is to  provide an open and fair way
for Employee  to make known  Employee's  complaints,  and to have  these
complaints considered fairly and objectively by the Company.

2.   Issues should first be raised informally with Employee's supervisor. If
there is no agreement at this stage it should then be raised with Employee's
manager.

3.   Employee's  manager  will  arrange a meeting  and make a  decision  within
7 working days, holidays permitting. This decision will be final.

4.   At this second stage  Employee may be  accompanied by a colleague if
Employee wishes.

(h)  Collective Agreement
     -------------------

     There is no collective agreement applicable to the Employee's employment.

                                       13