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                                                                   Exhibit 10.11



                               DATED 28 JULY 1999


                        (1) PHASE FORWARD EUROPE LIMITED

                                    - AND -

                                (2) MARTIN YOUNG



                     --------------------------------------

                                   EXECUTIVE
                               SERVICE AGREEMENT

                     --------------------------------------


                                    GARRETTS
                                  ABBOTS HOUSE
                                  ABBEY STREET
                                    READING
                                   BERKSHIRE
                                    RG1 3BD
                               TEL: 0118 949 0000
                               FAX: 0118 949 0049
                                    REF: ALT


<PAGE>

THIS SERVICE AGREEMENT dated 28 July 1999


BETWEEN:

(1)  Phase Forward Europe Limited (registered no 3738680) whose registered
     office is at Abbots House, Abbey Street, Reading RG1 3BD ("the Company");
     and

(2)  Martin Young of 37 Harcroft Avenue, Braddan, Isle of Man IM2 1PE ("the
     Executive").

NOW IT IS HEREBY AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     Except where the context otherwise requires, the following definitions are
     used in this Agreement:

     "ASSOCIATED COMPANY"     means a company which is from time to time a
                              holding company or a subsidiary of the Company or
                              a subsidiary (other than the Company) of a holding
                              company of the Company. In this definition
                              "subsidiary" and "holding company" have the same
                              meanings as in Section 736 of the Companies Act
                              1985.

     "THE BOARD"              the Board of Directors of the Company for the time
                              being or such other person or persons as the Board
                              may nominate as the representative of the Board
                              for the purpose of this Agreement;

     "COMMENCEMENT DATE"      1st August 1999;

     "THE EMPLOYMENT"         the employment of the Executive by the Company
                              established by this Agreement.

1.2  MODIFICATION OF ENACTMENTS

     Any reference to an enactment (or subordinate legislation or any rule made
     by any authority and having the effect of law) is a reference to it as
     amended from time to time and includes a reference to any repealed
     enactment which it may re-enact with or without amendment and any
     consolidation.

1.3  INTERPRETATION

     Unless there is something in the subject or context inconsistent therewith:
<PAGE>
     1.3.1 words importing the singular include the plural and vice versa and
           reference to persons or companies shall include bodies corporate;

     1.3.2 words importing any gender shall include all genders;

     1.3.3 the headings in this Agreement are for convenience only and shall
           not affect its interpretation;

     1.3.4 any reference to the Executive shall (if appropriate) include his
           personal representatives; and

     1.3.5 words and phrases used in this Agreement which are defined in the
           Companies Act 1985 shall have the same meanings in this Agreement as
           their respective definitions in the Companies Act 1985.


2. EMPLOYMENT

2.1 Subject to the following terms of this Agreement, the Company shall employ
    the Executive and the Executive shall serve the Company as a full time
    Business Development Director, or in such other capacity of a like status as
    the Company may require.

2.2 The Employment shall commence on the Commencement Date and shall continue
    (subject to earlier termination as provided in this Agreement) until
    terminated by either party giving to the other 6 months' notice of
    termination in writing.

2.3 The Executive warrants to the Company that by entering into this Agreement
    and performing his duties under it he will not be in breach of any contract
    or other obligation binding on him.

3.  DUTIES

3.1 The Executive shall perform such duties and, exercise such powers
    consistent with his status as may from time to time be assigned to or
    vested in him by or under the authority of the Board and shall in all
    respects comply with all reasonable and lawful directions and restrictions
    made by or under the authority of the Board.

3.2 The Executive's normal place of work shall be at the Company's principal
    place of business or at such other place within the United Kingdom as the
    Company may from time to time decide.

3.3 The Executive shall be required to travel to such places (whether in or
    outside the United Kingdom) and in such manner and on such occasions as the
    Company may from time to time decide.

3.4 The Executive may be required in pursuance of the Employment to be engaged
    not only on work on behalf of the Company but also on work on behalf of any
    Associated Company for the time being and at such place or places as may be
    required.




<PAGE>
3.5  During the Employment, the Executive shall well, faithfully and diligently
     serve the Company and use his utmost endeavours to maintain, extend,
     develop and promote its interests, and shall (subject to holidays as
     hereinafter provided or unless prevented by ill-health) devote the whole of
     his time, attention and abilities during normal business hours to its
     affairs provided that he shall also attend to the business of the Company
     during such other hours as may reasonably be required for the proper
     discharge of his duties hereunder.

3.6  The Executive shall at all times perform his duties with proper skill and
     care.

3.7  The Executive shall not at any time during the Employment (without the
     prior written consent of the Company which will not be unreasonably
     withheld), hereunder engage in any activity which does, or is likely to,
     detract from the proper performance of his duties hereunder nor (except in
     the course of his duties or with the written permission of the Board)
     render any services to nor have any direct or indirect financial interest
     in any business entity which is, in part or whole, in a similar field to
     the Company or any Associated Company, or is a client of the Company or any
     Associated Company provided that nothing contained in this Clause shall
     preclude the Executive from holding any shares or other securities (not
     exceeding three per cent of the shares or securities of the class concerned
     for the time being in issue) in any company whose shares are listed or
     dealt in on a recognised stock exchange.

3.8  The Executive shall at all times keep the Board promptly and fully informed
     (in writing if so requested) of his conduct of the business, finances or
     affairs of the Company. He shall provide such explanations and supply all
     information in his possession as the Board may require in connection with
     such conduct of the business, finances or affairs of the Company.

4.   REMUNERATION

4.1  The Executive shall be paid a basic salary at the rate of Pound 70,000 per
     annum (or at such higher rate as may from time to time be agreed in
     writing) payable by equal monthly instalments on the 28th day of each month
     (or on the previous working day if such day falls on a weekend or bank
     holiday). Such salary shall be deemed to accrue from day to day and shall
     be inclusive of any remuneration or fees as appropriate to which the
     Executive may be entitled as a director of the Company or of any Associated
     Company.

4.2  At least once in each 12 months the Company shall review, but shall not be
     obliged to increase, the salary payable under this Agreement.

4.3  In addition to his basic salary the Executive shall receive commission
     calculated in accordance with any company commission plan in force (the
     "Plan") from time to time. Any commission is payable subject to the
     following rules:-

     (i)  Subject to 4.3(ii) below the Company may amend the Plan at any time;




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     (ii)      The Company agrees that, once the Plan for a particular financial
               period has been approved by the Board, it will continue to apply
               for that financial period without amendment;

     (iii)     If this Agreement terminates for any reason, the Executive will
               only receive commission earned but not yet paid under the Plan
               and any payment of the commission made post-termination shall be
               made only in accordance with the Plan.

     (iv)      Any disputes concerning commission will be resolved by the
               Managing Director and Finance Director whose decision shall be
               binding.

4.4  The Executive's remuneration under this clause 4 and elsewhere under this
     Agreement shall be subject to such withholding or deductions as are
     required by law to be made or as authorised by the Executive.

5.   PENSIONS

     Subject to any limit imposed by the Inland Revenue from time to time, the
     Company shall during the Employment pay contributions at the rate of 15%
     of the Executive's basic monthly salary to an approved personal pension
     scheme nominated by the Executive. These contributions will be paid monthly
     on the 28th day of each month.

6.   EXPENSES AND CAR ALLOWANCE

6.1  The Company shall reimburse to the Executive such traveling, hotel,
     entertainment and other out-of-pocket expenses as shall from time to time
     be reasonably and properly incurred by him in the course of the Employment
     subject to the Executive complying with such guidelines or regulations
     issued by the Company from time to time in this respect and upon the
     Executive submitting to the Company satisfactory information and evidence
     of the same. Any credit card supplied to the Executive by the Company shall
     be used solely for expenses incurred by him in the course of the
     Employment.

6.2  To assist the Executive in carrying out his duties under the Employment,
     the Company shall pay to the Executive a monthly car allowance of Pound 800
     on 28th day of each month. In addition the Company shall reimburse to the
     Executive all fuel costs attributable to the use of the car for business
     purposes.

7.   STOCK OPTIONS

7.1  Subject to approval by the Board and subject to the rules of the Company's
     Stock Option Plan (the "Plan") the Executive will be entitled to
     participate in the Plan. Any benefit given to the Executive will be at the
     sole discretion of the Company.

8.   HOLIDAYS

8.1  The Executive shall be entitled to 25 working days' holiday in each
     calendar year at times convenient to the Company in addition to bank and
     other public
<PAGE>
      holidays on full salary. The entitlement to holiday and, on termination of
      the Employment, holiday pay in lieu of holiday accrued but untaken, shall
      accrue pro rata throughout each calendar year of the Employment.

8.2   Subject to a maximum of 15 days, the Executive may carry forward any
      accrued but untaken holiday to the next calendar year but no further.

9.    INSURANCES

9.1   Subject to the Executive's compliance with and satisfaction of the
      applicable requirements of such schemes the Executive shall participate in
      any private health insurance scheme, death in service benefits and long
      term disability schemes as the Company may from time to time maintain for
      the benefit of its employees. The identity of the provider of the benefits
      shall be at the discretion of the Company as shall the level of cover
      provided.

9.2   There shall be no liability on the Company to pay to the Executive any of
      the benefits set out in this Clause 9 if the insurers of the benefits fail
      to pay all or any amount under the relevant schemes. The provider of any
      of the benefits set out in this Clause 9 may be changed at any time by the
      Company in its absolute discretion. The Company reserves the right to
      terminate or amend the arrangements under this Clause 9 without
      replacement at any time in its absolute discretion. In particular, but
      without limitation, any of these arrangements may be terminated without
      replacement if, in the opinion of the Board, the medical condition of the
      Executive is or becomes such that the Company is unable to secure
      insurance under the rules of the applicable scheme or otherwise at
      reasonable rates or premiums. All benefits under this Clause 9 are subject
      to the terms of the applicable benefit scheme and of any related policy of
      insurance as in force from time to time.

10.   MEDICAL AND SICKNESS

10.1  The Company may from time to time require the Executive 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.

10.2  If the Executive is absent from work due to illness, accident or other
      incapacity, he shall deliver or cause to be delivered promptly to the
      Company:

      10.2.1 in the case of an absence of seven consecutive days or less, a form
             of self-certification of illness or accident absence; and

      10.2.2 in the case of a longer absence, a certification from a medical
             practitioner on the eight day of absence and weekly thereafter.

10.3  Subject to the rights of the Company under Clause 12.1.11, the Executive
      shall be entitled to full basic salary (excluding benefits) during any
      period of absence due to illness, accident and/or other incapacity (which
      is duly certified in accordance with Clause 10.2) less payments made to
      the Executive under the Statutory Sick Pay Scheme, sickness benefit and
      any permanent health insurance or long term disability insurance in
      respect of the period concerned.
<PAGE>
     The Company has the right to terminate the Executive's employment in
     accordance with the notice provisions applicable to him and as provided
     elsewhere in this Agreement. For the avoidance of any doubt, this right
     still applies when the Executive is absent from work through sickness or
     injury even if the consequence of the exercise of this right is that the
     Executive will not be able to benefit from this Clause 10.3 or any long
     term disability policy.

10.4 If the illness, accident or other incapacity is caused by the act or
     omission of a third party the Executive must, at the Company's request,
     include in any claim for damages against such third party a claim in
     respect of monies paid by the Company under this Clause 10 and must refund
     to the Company any damages recovered under that head.

11.  CONFIDENTIAL INFORMATION

11.1 Except in the proper performance of his duties or with the prior written
     consent of the Company, the Executive will not either during the Employment
     or at any time afterwards use or divulge to any person any information of a
     private, confidential or secret nature concerning the business, products,
     processes or affairs of the Company or any Associated Company or of any
     person having dealings with the Company or any Associated Company and which
     comes to his knowledge during the course of or in connection with his
     employment or his holding any position within the Company or any Associated
     Company.

11.2 Confidential information includes, but is not limited to all information,
     processes, practices, customer lists, marketing plans, financial
     information, staff details of the Company's customers and all other
     compilations of information, whether printed, electronic or other media
     which relate to the business of the Company or any Associated Company and
     the Company's customers and suppliers provided such information is not in
     the public domain.

11.3 The Executive will promptly, whenever requested by the Company and in any
     event upon the termination of the Employment with the Company, deliver up
     to the Company all correspondence and all other documents, papers and
     records which may have been prepared by him or have come into his
     possession in the course of his employment with the Company (except for any
     such documents which may be considered by the Company to be in the public
     domain), and all electronic equipment, computer software or hardware and
     other property used in connection with the operations of the Company or any
     Associated Company, and the Executive may not retain any copies. Title to
     and copyright in such correspondence and other documents, papers, records
     and property shall vest in the Company.

11.4 Breach of this Clause will normally be regarded as serious misconduct. It
     may also lead to further legal action against the individual or companies
     involved (the Executive acknowledging that damages may not be an adequate
     remedy in respect of any such breach and accordingly that injunctive relief
     or other equitable remedies may be sought and obtained by the Company
     acting on its own behalf and/or on behalf of any Associated Company).

<PAGE>
12.   TERMINATION

12.1  The Company shall be entitled to terminate the Employment forthwith if the
      Executive shall:

      12.1.1  be guilty of dishonesty (whether relating to the Company or any
              Associated Company or not) or serious or persistent misconduct or
              any other conduct which, in the opinion of the Board, tends to
              bring the Executive or the Company or any Associated Company into
              disrepute;

      12.1.2  without reasonable cause wilfully neglect or refuse to discharge
              his duties or to attend to the business of the Company or of any
              Associated Company;

      12.1.3  commit any material breach of this Agreement (other than a breach
              which (being capable of being remedied) shall be remedied
              forthwith upon the Executive being called upon to do so in writing
              by the Board);

      12.1.4  be convicted of any criminal offence (excluding an offence under
              road traffic legislation in the United Kingdom or elsewhere, for
              which the Executive is not sentenced to any term of imprisonment,
              whether suspended or not);

      12.1.5  in the opinion of the Board, fail to exercise reasonable skill
              and care in the performance of his duties;

      12.1.6  have an order made by any competent court for the appointment of
              a receiver or other person to exercise powers with respect to his
              property or affairs;

      12.1.7  become bankrupt or make any composition or enter into any deed of
              arrangement with his creditors;

      11.1.8  be disqualified from holding office in any company;

      12.1.9  become of unsound mind or a patient under the Mental Health Act
              1983;

      12.1.10 resign as a director of the Company (or of any Associated
              Company) except at the request of the Company (or such Associated
              Company); or

      12.1.11 be or become incapacitated by illness or otherwise from
              performing his duties hereunder for a period of 120 consecutive
              days or for periods aggregating 120 days or more in any period of
              fifty-two weeks.

12.2  Any delay or forbearance by the Company in exercising any right of
      termination shall not constitute a waiver of it.

12.3  If not previously terminated, the Employment shall in any event
      automatically terminate at the end of the day on which the Executive
      attains the age of 60 years.

<PAGE>
13.    POST TERMINATION RESTRICTIONS

13.1   In this Clause 13:

(A)    "Restricted Business" means the business of the Company and the
       Associated Companies at the time of the termination of the Employment
       with which the Executive was involved to a material extent during the
       period of 12 months ending on the date of the termination of the
       Employment;

(B)    "Restricted Customer" means any firm, company or other person who,
       during the period of 12 months ending on the date of the termination of
       the Employment, was a customer of or in the habit of dealing with the
       Company or any Associated Company and with whom the Executive had contact
       or about whom the Executive became aware or informed in the course of the
       Employment; and

(C)    "Restricted Employee" means any person who, at the date of the
       termination of the Employment, either:-

(i)    was employed by the Company or any Associated Company at a management
       level and was a person with whom the Executive had material contact; or

(ii)   was employed by the Company or any Associated Company and reported to
       the Executive directly or indirectly at any time during the 12 months
       prior to the termination of the Employment.

13.2   The Executive will not, for a period of 12 months after the termination
       of the Employment, solicit or endeavour to entice away from the Company
       or any Associated Company the business or custom of a Restricted
       Customer with a view to providing goods or services to that Restricted
       Customer in competition with the Restricted Business.

13.3   The Executive will not, for a period of 12 months after the termination
       of the Employment, provide goods or services to or otherwise have any
       business dealings with any Restricted Customer in the course of any
       business concern which is in competition with the Restricted Business.


13.4   The Executive will not, for a period of 12 months after the termination
       of the Employment, in the course of any business concern which is in
       competition with any Restricted Business offer employment to or
       otherwise endeavour to entice away from the Company or any Associated
       Company any Restricted Employee.

13.5   The Executive will not, for a period of 6 months after the termination of
       the Employment, be engaged in or concerned in any capacity in any
       business concern with is in competition with the Restricted Business.
       This clause shall not restrain the Executive from being engaged or
       concerned in any business concern in so far as his duties or work shall
       relate solely:-



<PAGE>
(A)  to geographical areas where the business concern is not in competition with
     the Restricted Business; or

(B)  to services or activities of a kind with which the Executive was not
     concerned to a material extent during the period of 12 months ending on the
     date of the termination of the Employment.

13.6 The obligations imposed on the Executive by this Clause 13 extend to him
     acting not only on his own account but also on behalf of any other firm,
     company or other person and shall apply whether the Executive acts directly
     or indirectly.

13.7 Each of the covenants and obligations on the Executive's part contained in
     each part of this Clause 13 shall be deemed to be separate and severable
     and enforceable by the Company accordingly. In the event that any of the
     restrictions shall be held void but would be valid if part of the wording
     thereof was deleted, such restriction shall apply with such deletion as may
     be necessary to make it valid and effective.

14.  LITIGATION ASSISTANCE

     The Executive covenants and agrees that he shall, upon reasonable notice,
     during the Employment and for two years after the termination thereof,
     furnish such information and proper assistance to the Company as may be
     reasonably required by the Company in connection with any litigation
     in which it or any Associated Company is, or may become, a party. The
     Company shall reimburse the Executive for all reasonable out of pocket
     expenses incurred by him in furnishing such information and assistance.

15.  DIRECTORSHIP

     Upon any termination of the Employment, the Executive shall at the request
     of the Company resign from office as a director of the Company and any
     Associated Company (without prejudice to the rights of any party arising
     out of this Agreement or the termination of the Employment) and without any
     claim for compensation for loss of office. If the Executive fails to do so,
     the Company is irrevocable authorised to appoint some person in his name
     and on his behalf to do all such things and execute all such documents as
     may be necessary for or incidental to give effect to his resignation.

16.  SUSPENSION

     The Company has the right at any time (including, without limitation,
     during a period of notice terminating the Employment whether the notice was
     given by the Executive or the Company) to suspend the Executive from the
     performance of his duties for as long and on whatever terms it considers
     appropriate, and this may include a requirement that he will not attend at
     the Company's premises. Any such suspension shall be on the basis that the
     Company continues to pay the Executive's salary and any benefits to which
     he is entitled for the duration of the period of suspension.
<PAGE>
17.  INTELLECTUAL PROPERTY

17.1 The Executive will promptly disclose to the Company any invention,
     development, discovery, improvement, new software or source code or design
     made by him whether alone or with others during the performance of his
     duties as an employee and whether or not the same as capable of protection
     as intellectual property by patent, copyright, design right, as a trade
     mark or by other means and he shall not use, disclose to any person or
     exploit the same without the expense prior written consent of the Company.

17.2 Subject to any rights granted to the Executive by the Patents Act 1977
     which cannot be excluded by agreement, any invention discovery design
     development improvement whether or not capable of protection by patent
     registered design or otherwise and any copyright in any document, letter,
     software or other work protectable by copyright suggested written, created,
     designed, invented, conceived or acquired by the Executive during the
     course of his employment ("the Intellectual Property") shall belong
     absolutely to the Company and to the extent that some or all of the rights
     pertaining to the Intellectual Property do not vest automatically in the
     Company the Executive hereby as beneficial owner assigns to the Company all
     his rights whatsoever in the Intellectual Property. The Executive will
     provide the Company with full details and information with regard thereto
     and will at the request and expense of the Company apply to join with the
     Company in applying for registration of any of the Intellectual Property in
     the United Kingdom and/or in any other part of the world as specified by
     the Company.

17.3 The Executive will at the Company's request and expense do all such things
     and sign all documents or instruments reasonably necessary in the opinion
     of the Company to obtain, defend and enforce its rights in the Intellectual
     Property and in the meantime will hold all interest therein in trust for
     the Company. The Executive hereby irrevocably appoints the Company to be
     his attorney in his name and on his behalf to execute any such document or
     instrument and generally to use his name for the purpose of giving to the
     Company (or its nominee) the full benefit of the provisions of this Clause
     16 and in favour of any third party a certificate in writing signed by any
     Director or Secretary of the Company that any instrument or act falls
     within the authority hereby conferred shall be conclusive evidence that
     such is the case.

17.4 The Executive hereby waives all moral rights in any copyright works
     originated, conceived, written or made by him (either alone or with others)
     and agrees not to claim that any treatment, exploitation or use of the said
     works infringe such moral rights (including but not limited to the right to
     be identified, the right to object to derogatory treatment and the right
     against false attribution).

17.5 Each of the obligations under this Clause 17 is enforceable independently
     of each of the others and its validity will not be affected if any of the
     others is unenforceable to any extent.


<PAGE>
17.6  Rights and obligations under this Clause 17 shall continue in force after
      termination of the Employment in respect of Intellectual Property and
      shall be binding on the Executive's personal representatives.

18.   RECONSTRUCTIONS

      If the Company is to be wound up for the purpose of a reconstruction or
      amalgamation and the Company procures that the Executive is offered
      employment by the reconstructed or amalgamated company on similar terms
      to the terms of this Agreement for the remainder of the Employment, the
      Executive shall have no claim against the Company in respect of the
      termination of his employment under this Agreement.

19.   OTHER AGREEMENTS

19.1  This Agreement shall, from the Commencement Date, operate in substitution
      for any terms of service previously in force (whether written or oral)
      between the Company and/or any Associated Company and the Executive and
      the Executive acknowledges and warrants that there are no agreements or
      arrangements whether written, oral or implied between the Company or any
      Associated Company and the Executive relating to the employment of the
      Executive other than those expressly set out or referred to in this
      Agreement and that he is not entering into this Agreement in reliance on
      any representation not expressly set out herein.

19.2  The Executive shall comply with all of the Company's rules, regulations
      and policies from time to time in force. In the event of any conflict
      between such rules, regulations and policies and this Agreement, this
      Agreement shall prevail.

20.   NOTICES

20.1  Any notice to be given by either party hereunder shall be in writing and,
      in the case of the Company, may be delivered or sent by first class post
      or telex or facsimile process to the Company at its registered office for
      the time being and, in the case of the Executive, may be delivered to him
      or sent by first class post to his usual or last known address.

20.2  Unless the contrary is proved, any such notice or other document shall be
      deemed to have been served:

      20.2.1  if delivered, at the time of delivery;

      20.2.2  if posted, at 10.00 a.m. on the second working day after it was
              put into the post; or

      20.2.3  if sent by telex or facsimile process, at the expiration of 2
              hours after the time of despatch, if despatched before 3.00 p.m.
              on any working day, and in any other case at 10.00 a.m. on the
              working day following the date of despatch.

<PAGE>
20.3 In proving such service it shall be sufficient to prove that delivery was
     made or that the envelope containing such notice or other document was
     properly addressed and posted as a pre-paid first class letter, or that the
     telex or facsimile message was properly addressed and despatched as the
     case may be.

21.  MISCELLANEOUS

21.1 Any amendment to this Agreement shall be in writing signed by the parties
     and expressed to be for the purpose of such amendment.

21.2 This Agreement shall be governed by and construed in accordance with
     English law.

21.3 The expiration or determination of the Employment howsoever arising, shall
     not affect any provision of this Agreement which is expressed to operate or
     have effect thereafter, and shall be without prejudice to any right of
     action already accrued to either party in respect of any breach of this
     Agreement by the other party.

22.  STATUTORY PARTICULARS

22.1 The following particulars are given in compliance with the Employment
     Rights Act 1996 so far as not already taken into account elsewhere in this
     Agreement:

     22.1.1  The Executive's period of continuous employment with the Company
             begins on 1st August.

     22.1.2  There are no specific disciplinary rules applicable to this
             Employment but the Executive is expected at all times to conduct
             himself in a manner consistent with his senior status.

     22.1.3  In the event of the Executive either being dissatisfied with any
             disciplinary decision or wishing to seek to redress any grievance
             relating to the Employment, he should first apply to the Managing
             Director. If the matter is not resolved within seven days, the
             Executive may appeal to the Board which will afford to the
             Executive the opportunity of a full and fair hearing at a meeting
             of the Board or a duly appointed Committee thereof whose decision
             shall be final and binding.

     22.1.4  A Contracting Out Certificate under the Pension Schemes Act 1993
             has not been issued in respect of the Employment.

     22.1.5  There are no collective agreements which affect the terms and
             conditions of the Employment.


<PAGE>

IN WITNESS whereof this Agreement has been executed as a deed by the parties on
the date first above written.

EXECUTED as a DEED by Stephen Powell  )
acting on behalf of the                           /s/ Stephen Powell
Company in the presence of:           )           ------------------------------
                                                  Director


EXECUTED as a DEED by the Executive   )           /s/ Martin Young
in the presence of:                   )           ------------------------------
                                                  Executive