<PAGE>
                                                                   EXHIBIT 10.22


                               DATED 16 MAY 1997


                  BOSTROM plc                             (1)




                                      and



                DONALD PATRICK LORRAINE                   (2)




                              --------------------
                               SERVICE AGREEMENT
                              --------------------






<PAGE>
                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                          HEADING                         PAGE
<S>          <C>                                                <C>
1            DEFINITIONS                                         1

2            THE EXECUTIVE'S APPOINTMENT                         2

3            DURATION                                            3

4            THE EXECUTIVE'S DUTIES, POWERS AND OBLIGATIONS      3

5            LOCATION AND MOBILITY                               4

6            HOURS OF WORK                                       5

7            REMUNERATION                                        5

8            EXPENSES                                            5

9            COMPANY CAR                                         6

10           HEALTH AND LIFE INSURANCE                           6

11           PENSION                                             7

12           HOLIDAYS                                            7

13           SICKNESS AND MEDICAL EXAMINATION                    8

14           DISCIPLINARY PROCEDURE                              9

15           GRIEVANCE PROCEDURES                                9

16           CONFIDENTIAL INFORMATION                            9

17           NOTICES                                            11

18           TERMINATION                                        11

19           CHANGE OF CONTROL                                  13

20           POST TERMINATION OBLIGATIONS                       15

21           NOTICE PROVISIONS                                  16

22           INTELLECTUAL PROPERTY RIGHTS                       17

23           GOVERNING LAW                                      17

24           SUPERSESSION OF PREVIOUS AGREEMENTS AND            18
             THE EXECUTIVE'S WARRANTIES
</TABLE>


<PAGE>
DATE OF AGREEMENT                                                        1997

PARTIES


(1)  BOSTROM plc whose registered office is at Stone Circle Road, Round
     Spinney, Northampton NN3 8RS

(2)  DONALD PATRICK LORRAINE of Five Wells Cottage, Great Doddington,
     Wellingborough, Northants NN29 7TQ.


IT IS AGREED THAT:


1       DEFINITIONS

1.1     In this Agreement the following words, phrases and expressions shall
        have the following meanings:


        1.1.1   "the Board" the directors of the Company for the time being
                present at a meeting of the directors or at a duly convened
                meeting of a committee of the directors.

        1.1.2   "the Commencement Date" (the date of this agreement).

        1.1.3   "the Company" Bostrom plc whose registered office is at Stone
                Circle Road, Round Spinney, Northampton NN3 8RS.

        1.1.4   "the Executive" Donald Patrick Lorraine of Five Wells Cottage,
                Great Doddington, Wellingborough, Northants NN29 7TQ.

        1.1.5   "the Group" the Company and its subsidiaries and any holding
                company of the Company and any subsidiary of such holding
                company (all as defined in the Companies Act 1985) and any
                associated company (which expression shall mean



                                       1




<PAGE>
                any company which is not a subsidiary but not less than 20% of
                the equity share capital of which is beneficially owned by or on
                behalf of the Company or its parent Company or any subsidiary or
                associate of such parent company).


        1.1.6   "the Division" together each of KAB Seating Limited, KAB Seating
                AB, KAB Seating PTY Limited, KAB Seating SA and BB Seating
                Limited.

        1.1.7   "the Listing Rules" means the Listing Rules from time to time of
                the London Stock Exchange Limited.


        1.1.8   "Control" means a personal shall have control of a Company if
                he or it holds, directly or indirectly, shares of the Company
                which, together with shares held by persons acting in concert
                with him or it (as defined by the City Code on Take-overs and
                Mergers from time to time in force) for the purpose of this
                clause and shall be interpreted accordingly).


        1.1.10  "The Company's Auditors": an Auditor appointment by agreement
                between the parties who is not engaged to act for the Company in
                any other capacity save for the purposes of this clause.


1.2     Any reference to a statutory provision includes all re-enactments and
        modifications of it or the provision referred to and any regulations
        made under it or under the provision referred to.

1.3     The headings in this Agreement have been inserted for convenience only.
        They do not form part of this Agreement and do not affect its
        interpretation or construction.

1.4     Any reference to the Executive shall, if appropriate, include his
        personal representatives.


2       THE EXECUTIVE'S APPOINTMENT


2.1     The Company appoints and employs the Executive and the Executive agrees
        to act as Managing Director of the Division.



                                       2
<PAGE>
3     DURATTON

3.1   The Executive's employment will continue from the Commencement Date
      unless and until terminated by either party giving to the other not
      less than twelve months notice in writing.

3.2   Notwithstanding the provisions of clause 3.1 above, the Executive's
      employment will automatically terminate without notice on the last day
      of the month in which he attains the age of 65 or earlier as specified
      in the pension scheme.

3.3   The Executive's continuous employment with the Company for the purposes
      of the Employment Rights Act commenced on 2 May 1983.

4     THE EXECUTIVE'S DUTIES, POWERS AND OBLIGATIONS

4.1   As Managing Director, the Executive shall exercise such powers, carry
      out such duties, and observe such directions and restrictions in
      connection with the business of the Division as in each case the Board
      or any other authorised nominee of the Board may from time to time
      reasonably confer and/or impose upon the Executive at its discretion.

4.2   Whilst the Executive is employed by the Company he will:

      4.2.1   perform his duties diligently and with reasonable skill and
              care and to the best of his ability;

      4.2.2   comply with all reasonable directions from time to time given
              to him by the Board;

      4.2.3   devote the whole of his working time, abilities and attention
              to his duties and obligations under this Agreement;

      4.2.4   at all times serve the Company and the Group well and faithfully;


                                  3
<PAGE>
     4.2.5     use his best endeavours to maintain, improve and expand the
               business of the Company and the Division.

4.3  Whilst the Executive is employed by the company he will not do anything
     which may in the reasonable opinion of the Board:

     4.3.1     bring the Company or any member of the Group or person or persons
               associated with the Company or any member of the Group into
               disrepute;

     4.3.2     harm the goodwill or commercial image of the Company or any
               member of the Group or person or persons associated with the
               Company or any member of the Group;

     4.3.3     be or likely to be damaging or prejudicial to the business and/or
               commercial interests of the Company or the Group.

4.4  The Executive agrees and undertakes with the Company that he will at
     all times comply with the provisions of the Listing Rules insofar as they
     affect him as a Director of the Company. The Executive recognises that
     compliance with the Listing Rules is a fundamental requirement of the
     Company and any breach by the Executive of the terms of the Listing Rules
     will be considered by the Company to be a material breach of the terms of
     the Listing Rules will be considered by the Company to be a material breach
     of the terms of this Agreement and accordingly, render the Executive liable
     to summary dismissal in accordance with 18.1.3.

5    LOCATION AND MOBILITY

5.1  The initial location of the Executive will be at the Company's premises at
     Stone Circle Road, Round Spinney, Northampton.

5.2  The Executive will however travel, both within the UK and abroad, as may be
     necessary for the proper performance of his duties or as the Board shall
     reasonably require and will spend nights away from the initial location
     and/or his home as necessary.

                                       4




<PAGE>
6       HOURS OF WORK

6.1     There shall be no specific terms and conditions relating the Executive's
        hours of work under this Agreement. The Executive will work such hours
        as are reasonably necessary to properly fulfill his obligations under
        this Agreement.

6.2     The Executive will devote his whole time and attention to the business
        of the Company during his working time. The Executive undertakes not to
        engage in/continue in any interest in any business or undertaking or
        engage in any other activities which might interfere with the
        performance of his/her duties or cause a conflict of interest or
        otherwise unless authorised in writing by the Board in advance.



7       REMUNERATION

7.1     The Executive's remuneration will consist of a basic salary and
        performance related bonus.


7.2     The Executive's salary will be subject to annual review when it may be
        increased by the Remuneration Committee.

7.3     The bonus will be agreed annually by the Renumeration Committee subject
        to performance.

7.4     The Executive is entitled to join the company's Long Term Incentive
        Plan.


8       EXPENSES


8.1     The Company or the relevant Group member will reimburse all reasonable
        travelling, hotel, entertaining and other expenses properly incurred by
        the Executive in the performance of his duties on authorised Company
        business, including all reasonable expenses of the Executive arising out
        of the Executive's use of his home telephone. The Executive will provide
        whatever receipts or other supporting documentation that may be required
        and will comply with the Company's policy and rules relating to the
        incurring and reimbursement of expenditure as may be in force from time
        to time.


                                       5

<PAGE>
9    COMPANY CAR

9.1  The Company will provide the Executive with a car, ("the Company Car")
     of a make and model determined by reference to the Bostrom plc Group Car
     Policy, in force from time to time.

9.2  Whilst on Company business and driving a car provided by the Company or
     the Company Car the Executive must comply with all instructions given
     by the Company and comply with all relevant legislations.

9.3  Should the Executive be convicted of a driving offence which results in
     disqualification he may be liable to have the Company Car withdrawn
     without compensation.

9.4  The Company shall bear all standing and running expenses of the Company
     Car.

9.5  The Company Car will remain the property of the Company. On
     termination of this Agreement the Executive is to return the Company car to
     the Company in a good, clean and tidy condition, (fair wear and tear
     excepted), together with all keys and documents relating to it.

10   HEALTH & LIFE INSURANCE

10.1 From the Commencement Date, until the termination of this Agreement,
     the Company will provide medical expenses insurance with Private Patients
     Plan, ("the Scheme") or such other private health plan as the Board may
     from time to time determine, (on the National Scale appropriate to the
     nearest hospital to the Executive's home) for the benefit of the Executive
     and his spouse and dependent children subject to the rules of the Scheme
     from time to time in force. For the avoidance of doubt, the Executive
     and/or his spouse and dependent children are only entitled to the benefits
     under the Scheme insofar as the policy provides for cover and in any such
     cases as the insurance policy provides for and pays for such cover. In the
     event of the Insurer under the policy refusing any claim made under the
     policy, the Company shall not be liable to meet that claim. This insurance
     is a personal taxable benefit. The Company reserves the right to terminate
     the Executive's membership


                                           6
<PAGE>
     of the health insurance scheme or provide cover under an alternative
     scheme, provided that the cover provided under the alternative scheme is no
     less beneficial than the original cover provided under this Agreement.

10.2 From the Commencement Date, until the termination of this Agreement,
     the Company will provide permanent health insurance as the Company may from
     time to time determine, for the benefit of the Executive subject to the
     rules of the Scheme from time to time in force. For the avoidance of doubt,
     the Executive is only entitled to the benefits under the Scheme insofar as
     the Scheme provides for and pays for such benefits. In the event of the
     insurer under the Scheme refusing any claim made under the Scheme, the
     Company shall not be liable to meet that claim. The Company reserves the
     right to terminate the Executive's membership of the health insurance
     scheme and provide cover under an alternative scheme, provided the benefits
     under the alternative scheme are no less beneficial than the original cover
     provided at the date of this Agreement.

11.  PENSION

11.1 The Group intends to operate a pension scheme for the benefit of the
     Executive ("the Pension Scheme"). Subject to the terms of the Trust Deed,
     the rules and any other Pension Scheme documentation the Executive will be
     entitled to join and become a member of that Pension Scheme on a first
     available joining date and will be entitled to receive the benefits under
     it.

11.2 A Contracting-Out Certificate issued under the Social Security
     Pensions Act 1975 is in force in respect of the Executive's employment.

12   HOLIDAYS

12.1 The Company's holiday year runs from 1st January to 31st December.

12.2 The Executive will be entitled, (in addition to normal public and Bank
     holidays), to 26 working days' paid holiday in each holiday year to be
     arranged to the mutual convenience of the Executive and the Board. The
     Board shall be entitled to require the Executive to

                                           7
<PAGE>
     take holidays in lieu of public holidays at such time as the Board may
     direct.

12.3 The Executive shall not be entitled to carry forward any unused part
     of his holiday entitlement to the subsequent year without the Board's
     consent.

12.4 The Board may at its discretion require the Executive to take any accrued
     but untaken holiday during any notice period.

13   SICKNESS AND MEDICAL EXAMINATION

13.1 If the Executive is prevented by sickness, injury, accident or other
     physical incapacity from fully and properly performing his duties under
     this Agreement medical evidence of that sickness, injury or other
     incapacity must be furnished to the Board, (or to such persons as the Board
     may direct). In such circumstances the following shall supply:

     13.1.1 during the first six consecutive months of such incapacity or during
            the first six months of aggregate incapacity during a continuous
            period of twelve months the Executive will be entitled to receive
            the salary and benefits due to him under this Agreement at full
            rate, less any tax and national insurance contributions and
            statutory sick pay and/or any state benefits claimed and received by
            way of state sickness benefits and invalidity benefits. The
            Executive will claim all state sickness benefits available to him
            and account to the Company for those during the period in which he
            receives sick pay;

     13.1.2 any further payment to the Executive of salary or benefits under
            this Agreement will be at the sole discretion of the Board or
            otherwise payable in accordance with the terms of the permanent
            health insurance scheme (if any) available to the Executive.

13.2 The Board may at its discretion require the Executive to furnish evidence
     which is satisfactory to it of the Executive's incapacity, injury, illness
     or other physical incapacity.

13.3 The Executive agrees that any time during the continuance of this Agreement
     he shall


                                      8
<PAGE>
          at the request of the Board undergo a medical examination by a doctor
          of the Board's choice, the cost of which will be borne by the Company.
          The Company reserves the right to suspend sick pay and/or institute
          the disciplinary procedure should the Executive unreasonably refuse to
          undergo such an examination. The Executive may be required to give his
          consent to certain details contained in any medical report prepared,
          being disclosed to a senior member of management of the Company in
          confidence.

     13.4 If the Executive is unable to attend work due to sickness, injury,
          accident, or other physical incapacity, he should notify the Group
          Managing Director on the first day of absence and the likely period
          during which he will be absent. He should keep the Group Managing
          Director regularly informed of his progress and of the period during
          which he is likely to remain away from work and provide the necessary
          medical certificates.

     14   DISCIPLINARY PROCEDURE

     14.1 There are no disciplinary rules on the date of this agreement which
          are specifically applicable to the Executive. The Board may however
          amend and introduce such disciplinary rules as it sees fit. The
          Executive is expected to conduct himself in a suitable manner and to
          exhibit the standard of propriety and behaviour commensurate with his
          position and to obey all staff rules in force from time to time. In
          the event of the Executive committing an act of misconduct the Board
          shall follow such disciplinary procedure and take disciplinary action
          as it sees fit.

     15   GRIEVANCE PROCEDURE

     15.1 If the Executive is dissatisfied with any disciplinary action taken
          against him or has any grievance relating to his employment he may
          apply for redress to the Chairman of the Board whose decision shall be
          final and binding, subject to any recourse to law which the Executive
          may have.

     16   CONFIDENTIAL INFORMATION

     16.1 During the course of the Executive's employment and by virtue of his
          senior position he

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<PAGE>
          will have access to and be entrusted with information in respect of
          the business and the financing of the Company/Group.

     16.2 The confidential information referred to in clause 16.1 above
          includes, but is not limited to, the following:

          16.2.1    information about the Company's clients or customers and
                    specific client or customer lists, employees, contractors
                    and suppliers, whether these are actual or potential,
                    clients/customers, employees, contractors or suppliers;

          16.2.2    information about the financial position, or future plans
                    of the Company/Group;

          16.2.3    information on any of the Company's databases which is not
                    publicly available;

          16.2.4    information regarding the Company's prices, discounts,
                    business and financial marketing development or manpower
                    plans;

          16.2.5    all other information, whether technical, non technical,
                    scientific or non scientific which the Company considers
                    might cause considerable harm were it to be available and/or
                    used by any of the Company's competitors in the business in
                    which the Company is involved and which is notified to you
                    as being confidential.

          16.2.6    The Executive is hereby made expressly aware and agrees
                    that all of the above information, and other confidential
                    information or trade secrets which the Executive obtains in
                    the course of his employment is the property of the Company
                    and/or of the Group and is hereinafter referred to as "the
                    Confidential Information".

     16.3 The Executive shall not during the course of employment or after its
          termination, unless expressly authorised in writing by the Board;

          16.3.1    disclose to any unauthorised person or;

                                       10
<PAGE>


      16.3.2  use for his own purposes or for any purposes other than those of
              the Company;

              or

      16.3.3  cause or permit any unauthorised disclosure of any of the
              Confidential Information

16.4  This Clause shall not apply to any of the Confidential Information which,
      otherwise than through the default of the Executive, becomes available to
      the public generally or the disclosure of which is ordered by a court of
      competent jurisdiction.

16.5  The Executive will use his best endeavours to prevent the disclosure of
      any of the Confidential Information during the course of his employment.
      Where such information is disclosed, the Executive will notify the Board
      as soon as is practicably possible after learning of that disclosure, of
      all the information relating to it, the nature of the disclosure and its
      extent. This includes, but is not limited to, information about how the
      disclosure occurred.

17    NOTICES

17.1  Any notice to be given under this Agreement to the Executive may be given
      to him personally or sent to him by pre-paid first class letter addressed
      to him at his last known place of residence. Any notice to be given to the
      Company should be addressed to the Group Managing Director and may be
      served by leaving it at or sending it by pre-paid first class letter to
      its registered office for the time being.

17.2  Any notice served by post shall be deemed to have been served forty-eight
      hours after it was posted and proof that the notice was properly
      addressed, pre-paid and posted shall be sufficient evidence of service.

18    TERMINATION

18.1  Notwithstanding the provisions of clause 3 above, the Company may
      terminate this Agreement immediately and without notice if the Executive:

                                       11




<PAGE>
     18.1.1    without any reasonable cause, neglects, omits or refuses to
               perform all or any of his duties or obligations under this
               Agreement or to observe and perform the provisions of this
               Agreement to the reasonable satisfaction of the Board; or

     18.1.2    misconducts himself whether during or outside the course of his
               employment in such a way that in the reasonable opinion of the
               Board the business, operation, interests or reputation of the
               Company or the Group are or are likely to be, prejudicially
               affected; or

     18.1.3    fails to comply with his obligations under the Listing Rules; or

     18.1.4    behaves negligently or incompetently, and persists in such
               behaviour after being duly warned by the Board or other nominated
               representative of the Board; or

     18.1.5    becomes bankrupt or applies for a Receiving Order or
               Administration Order or has a Receiving Order or Administration
               Order made against him or enters into any arrangement or
               otherwise with his creditors or otherwise takes the benefit of
               any statutory provisions for the relief of insolvent debtors; or

     18.1.6    at any time and for whatever reason resigns from any of the
               Directorships which he holds in the Group without the consent of
               the Board or is disqualified from acting as a Director of a
               limited liability company; or

     18.1.7    commits any act of gross misconduct during the course of his
               employment.

18.2 Upon termination of the Executive's employment, for whatever reason, the
     Company may deduct from any monies due from it to the Executive any monies
     which are due from the Executive to the Company and/or to the Group. For
     the avoidance of doubt, the Company may deduct any monies due to it and/or
     to any member of the Group from the salary or other remuneration owing to
     the Executive upon termination of this Agreement.

18.3 The termination of this Agreement shall be without prejudice to the rights
     of either party against the other.

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<PAGE>
18.4   Any provision which is expressed to have effect after the termination of
       this Agreement will continue in force in accordance with its terms.

19     CHANGE OF CONTROL

19.1   If any entity acquires Control of the Company and, within one year of
       acquiring such Control, the Company shall dismiss the Executive
       (otherwise than in circumstances where the Company is entitled to
       terminate the Executive's appointment under the Executive's Service
       Agreement by summary notice) or the Executive resigns within a period
       of one year following a Takeover, following the occurrence of any of the
       events specified in clause 19.2 below the Company shall immediately on
       dismissal compensate by paying him the sum of liquidated calculated in
       accordance with clause 19.3 below.

19.2   A resignation by the Executive following the occurrence of the following
       events shall constitute a dismissal:

       19.2.1   a material adverse alteration in the Executive's
                responsibilities or a material diminution in the Executive
                status compared to the Executive's responsibilities and the
                status before the Takeover;

       19.2.2   any material breach by the Company of any of the terms of this
                agreement;

       19.2.3   the assignment to the Executive of any duties inconsistent with
                the position held by the Executive immediately before the
                Takeover or the terms of this agreement;

19.3   The Company shall pay to the Executive on the termination of the
       Executive Service Agreement and in any event within 21 days of the same,
       a sum equal to the aggregate of the following amounts (after deduction
       of tax as required by law);

       19.3.1   24 months salary (net of deductions for income tax, national
                insurance contributions and any sums owed by the Executive to
                the Company) at the rate payable on termination of this
                agreement or if higher the rate immediately prior


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            to the date of the Takeover;

     19.3.2 subject to clause 19.4 an amount certified by the Company's Auditors
            as being sufficient for the Executive to purchase an annuity
            contract providing benefits equal to the amount of benefits which
            would have been payable to the Executive under the Company's pension
            scheme if the Executive's appointment had continued for a further 24
            months from the date of termination of this agreement;

     19.3.3 subject to clause 19.4 an amount certified by the Company's Auditors
            as being a sum equivalent to the monetary value of the non cash
            benefits the Executive ought to have received had this agreement
            continued for a further period of 24 months.

19.4 The Company shall ensure that a copy of the certificate produced by the
     Company Auditors certifying the amounts payable in accordance with clauses
     19.3.2 and 19.3.3 shall be delivered to the Executive within 7 days of the
     date of termination of the same by the Company's Auditors. If the Executive
     shall not object by written notice to the Company within 7 days after the
     date of receipt of the auditor's certificate the calculation of any of the
     sums pursuant to clauses 19.3.2 and/or 19.3.3 then the amounts stated in
     the Company's Auditor's certificate shall be final and binding and
     conclusive for the purposes of determination of the sums pursuant to
     clauses 19.3.2 and 19.3.3. In the event that the Executive shall service
     notice of any objection to the certification produced by the Company's
     Auditors of the figures set out in clauses 19.3.2 and 19.3.3 within the 7
     day period then the parties shall agree upon the appointment of independent
     auditors to assess the value of the remuneration for the purposes of
     clauses 19.3.2 and 19.3.3 above within 3 days of the date of receipt by the
     Company of the notice from the Executive. In the event that the parties
     cannot agree upon an independent auditor within the said 3 days period then
     either party may refer the matter to the determination of the President for
     the time being of the Institute of chartered Accountants in England and
     Wales. The decision of the independent auditor and/or Chairman of the
     Institute of Chartered Accountants in England and Wales from time to time
     shall be conclusive and binding upon the parties. The cost of the
     independent auditor and/or the Chairman of the Institute of Chartered


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<PAGE>
      Accountants for England and Wales shall be borne as he shall direct.

19.5  It is hereby declared that the provisions of this Clause are intended to
      be severable from the remaining provisions of this Agreement. The expiry
      of validity of this clause or any failure to renew its provisions will not
      affect the validity of all other provisions contained in this Agreement.

20    POST TERMINATION OBLIGATIONS

20.1  During the continuance of the Executive's employment the Executive will
      acquire information relating to the business of the Company/Group
      including information relating to its customers, its suppliers and its
      employees which is information which the Company is entitled to protect;

20.2  The Executive has agreed to the restrictions set out below in order to
      protect the legitimate business interests of the Company. The Company has
      advised the Executive to take independent advice in relation to them the
      Executive confirms that he has taken advice.

20.3  The Executive hereby undertakes to the Company that he will not whether by
      himself, his servants or agents or otherwise whosoever and whether
      directly or indirectly during the period of 12 months following the
      termination of the Executive's employment: (whether by the Company or by
      the Executive or by mutual agreement)

      20.3.1  solicit or seek to obtain orders for Restricted Products from any
              Restricted Customer;

      20.3.2  persuade or attempt to persuade any Restricted Employee to
              terminate their employment with the Company.

20.4  For the purpose of clause 20.3 the following words and phrases shall have
      the following meanings:



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<PAGE>
         20.4.1   "Restricted Products" shall mean products of the same
                  description or having the same purpose or use as products
                  processed and/or sold by the Division during the 12 months
                  prior to the termination of the Executive's employment.

         20.4.2   "Restricted Customer" shall mean any person firm or company
                  who purchased products of the kind referred to in the
                  definition of Restricted Products or who entered into a
                  contract for the purchase of such products during the 12
                  months immediately prior to the termination of this Agreement
                  and with whom during that period the Executive had personal
                  dealings.

         20.4.3   "Restricted Employee" shall mean any person known to the
                  Executive to be employed by the Group in a managerial, sales
                  or purchasing capacity at the date on which this Agreement is
                  terminated.

20.5     The Executive agrees that the restrictions set out above are
         reasonable and in his interests, in the interests of the Company and
         in the public interest.

21       NOTICE PROVISIONS

21.1     If notice is given by the Company or the Executive to terminate this
         employment the Company may at any time during the period of notice
         require the Executive to cease work or to cease to attend the
         Company's or any member of the Group's premises on payment of
         remuneration in accordance with Clause 7 for the period or remaining
         period of notice. Such payment shall be made at the Company's
         discretion either in the form of an immediately payable lump sum or in
         the manner it would otherwise have been payable hereunder.

21.2     Where the Company requires the Executive to remain away from work
         during the notice period, (whether the Executive or the Company gave
         notice), the Executive will be required to comply with any conditions
         laid down by the Company. Whilst on full pay during the notice period
         the Executive will not be permitted to work for any other person,
         firm, client, corporation without the Company's prior written
         permission, such permission not to be unreasonably withheld.


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<PAGE>


22       INTELLECTUAL PROPERTY RIGHTS

22.1     In this Clause "Intellectual Property Rights" means patents,
         copyrights, design rights, trade marks, rights in know-how and
         confidential information (whether technical or commercial) and any
         similar rights in any jurisdiction whether or not any of such rights
         are registered or registerable and includes any application for such
         rights.

22.2     The Executive shall immediately provide the Company with written full
         particulars of inventions, improvements, concepts, designs, works,
         trade marks and information which he makes, creates or conceives either
         by himself or jointly (the "works") and which relate to or are capable
         of being used in connection with the Company or the Group's business
         carried on from time to time (the "Works").

22.3     The Executive acknowledges that all Intellectual Property Rights in the
         Works made, created or conceived by him in the course of his employment
         or in the course of duties specifically assigned to him by the Company
         shall belong to the Company.  The Executive agrees that he shall at the
         Company's request and expense take all steps necessary fully and
         effectively to vest the Intellectual Property Rights in such Works in
         the Company or as it may direct anywhere in the world.

22.4     The Executive acknowledges that Intellectual Property Rights may
         reasonably be expected to arise from his duties or that as a result of
         his duties and his particular responsibilities he has a special
         obligation to further the interests of the Division.

22.5     The Executive hereby waives against the Company and its successors and
         in respect of any act done by or with the Company's or its successor's
         consent any moral rights which he may have in any copyright work
         belonging to the Company by virtue of ss77-95 Copyright Designs and
         Patents Act 1988.

23       GOVERNING LAW

23.1     This Agreement shall be interpreted and enforced in accordance with the
         laws of England.  This Agreement is subject to the exclusive
         jurisdiction of the English Courts.

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<PAGE>
24    SUPERSESSION OF PREVIOUS AGREEMENTS AND THE EXECUTIVE'S WARRANTIES

24.1  This agreement supersedes and is in substitution for any subsisting
      agreements between the Company (or any Group member) and the Executive
      relating to his employment. All such subsisting agreements are terminated
      by mutual consent with effect from the Commencement Date.

24.2  The Executive warrants that in entering into this Agreement he will not
      be in breach of any express or implied terms of any contract with or of
      any other obligation to any third party.





IN WITNESS of which the parties have executed this agreement on the date set
out above

                                           /s/ Donald Patrick Lorraine

SIGNED by CA HOWELL for and on             SIGNED by Donald Patrick Lorraine
behalf of BOSTROM plc in the               in the presence of:
presence of:


WITNESS                                    WITNESS

Signature: /s/ Andrew Weatherstone         Signature: /s/ Andrew Weatherstone

Name: ANDREW WEATHERSTONE                  Name: ANDREW WEATHERSTONE

Occupation: DIRECTOR                       Occupation: DIRECTOR

Address:                                   Address:




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