TERMS OF BUSINESS

Gatefold, a United Kingdom limited company whose office is at: 54 Church Lane, London, N2 8DS ("we") are pleased to set out the Terms of Business which will apply to the work we do for you. These Terms of Business and the attached terms of engagement and/or proposal document, as the case may be, once signed by both parties (the "Terms of Engagement") form the Contract between us. If at any time you have any questions in connection with the Contract or our work please let us know.

1. The Services We Will Provide

1.1 We will provide the Services described in the Terms of Engagement at the location(s) set out in the Terms of Engagement. Where the Terms of Engagement refer to services to assist you this means that we will use reasonable skill and care to assist you with your project but that you will be responsible for the overall management and control of the Services and for the results to be achieved from using the Services. Where the Terms of Engagement refer to services to perform this means that we will provide you with the Services and will be responsible for the management and control of the Services and the quality of any Deliverables listed or referred to in the Terms of Engagement.

1.2 Our staff - Where individual partners or members of our staff are named in the Terms of Engagement we will use reasonable efforts to ensure that the named individual(s) are available to support our work for you for the estimated period stated in the Terms of Engagement. You agree that, from time to time and subject to reasonable notice, such staff may need to attend training programmes to develop their professional skill and knowledge. Where we consider changes in our named staff are necessary or appropriate we will give you reasonable notice of the changes and will provide you with details of replacement staff.

1.3 Timetable - Where a Timetable is referred to or set out in the Terms of Engagement we will use reasonable efforts to carry out our obligations in accordance with the Timetable. However, unless both of us specifically agree otherwise in writing, dates contained in the Timetable are intended for planning and estimating purposes only and are not contractually binding.

1.4 Changes to services - Either of us may request changes to the Services or changes to any other aspect of the Contract. Requests for changes must be sufficiently detailed to enable the other party to assess the impact of the requested change on the cost, Timetable or any other aspect of the Contract. Both of us agree to work together to consider, and if appropriate, agree any changes. Until a change is agreed in writing both of us will continue to act in accordance with the latest agreed version of the Contract.

1.5 Contract Management Each of us will name a contact who will be responsible for managing all issues relating to the performance of the Contract. The initial contacts are named in the Terms of Engagement.


2. Deliverables

2.1 We will prepare the Deliverables listed or referred to in the Terms of Engagement, if any, and deliver these to you.

2.2 Acceptance - The Deliverables will be accepted by you when the acceptance criteria specified in the Terms of Engagement, if any, have been met or when you make any productive or live use of the Deliverables whichever occurs first. Where no criteria are specified the Deliverables will be accepted on delivery to you.

2.3 Ownership of Deliverables

2.3.1 Client Materials - Subject to Clause 2.3.2 below, you will own the copyright in all those Deliverables identified in the Terms of Engagement as "Client Materials". You grant to us a non-exclusive, royalty-free, worldwide, perpetual right to use, copy, adapt, modify, sub-license and market the Client Materials.

2.3.2 The copyright and other intellectual property rights in any materials or software (whether written or machine-readable) created by or licensed to us prior to this Contract or outside this engagement and any subsequent modifications to the same ("Pre- Existing Works") will remain vested in us (or our licensor), but to the extent that these form part of any of the Deliverables, you will have a licence to use them in accordance with Clause 2.3.3 below.

2.3.3 We will own the copyright and all other intellectual property rights in all Deliverables which are not identified as Client Materials and in all other materials or software created under the Contract whether by or on behalf of us solely or both parties jointly. You will have a non-exclusive, non-transferable licence to use these Deliverables (and any Pre-Existing Works to the extent that these form part of the Client Materials) for your own internal use and only for the purposes for which they were delivered but you must not provide these Deliverables (or any Pre-Existing Works to the extent that these form part of the Client Materials) or copies of them to any third party.

2.3.4 Computer Software - Notwithstanding any other provisions of these Terms of Business the use of any computer software Deliverables which are not Client Materials will be subject to the terms of the Software Licence referred to in the Terms of Engagement or where no such licence is referred to you may use the software in accordance with the licence granted by Clause 2.3.3 above.

2.3.5 Each party will at the request and reasonable expense of the other execute all such documents and do all such acts as may be reasonably necessary in order to vest in the other the rights granted to the other under this Clause 2.3.

2.4 Freedom to Use Ideas - We, and any other entity (whether or not incorporated) which carries on business under a name which includes all or part of the Gatefold name or is otherwise within (or associated or connected with an entity within) or is a correspondent firm of the worldwide network of Gatefold firms ("Gatefold Entity") will not be prevented or restricted by this Contract from developing and using any techniques, ideas, concepts, information or know-how relating to methods or processes of general application including those in the field of information technology and business processes.

3. Your Responsibilities

Our performance is dependent on you carrying out your responsibilities as set out in this Contract.

3.1 Support Facilities - You agree to provide us and our staff with all office and other accommodation and facilities that we may reasonably require to perform the Services, in particular secretarial support, access to telephone and fax communications and computer facilities. You will be responsible for ensuring that you have appropriate back-up, security and virus-checking procedures in place for any computer facilities you provide.

3.2 Information & Materials - You agree to provide all information and materials reasonably required to enable us to provide the Services. You agree that all information disclosed or to be disclosed to us is or will be true, accurate and not misleading in any material respect.

3.3 Your Staff - You will ensure that your staff are available to provide such assistance as we reasonably require and that we are given reasonable access to senior management, as well as any members of your staff specified in the Terms of Engagement to enable us to provide the Services. You will be responsible for ensuring that your staff have the appropriate skills and experience. If any of your staff fail to perform as required, you will make suitable additional or alternative staff available.

3.4 Suppliers and other Third Parties - Where you are using third parties to provide information or support to a project including but not limited to where you are employing other suppliers whose work may affect our ability to provide the Services you will ensure that you have appropriate agreements in place with those third parties to enable us to perform the Services under the terms of this Contract. Unless specifically agreed otherwise in writing you will be responsible for the management of the third parties and the quality of their input and work.

3.5 Payment for Services - You agree to pay for the Services as set out in the Terms of Engagement and Clause 4 below.

4. Fees and Payment

4.1 How fees will be calculated - Fees will be charged on the basis set out in the Terms of Engagement. Unless the Terms of Engagement state otherwise Time and Materials charging will apply in accordance with Clause 4.2 below.

4.2 Time and Materials Hours - Where Time and Materials charging applies charges will be calculated on the basis of a 7 hour day worked on weekdays excluding public holidays. If our staff are required to work away from home for extended periods, we will have flexibility in the way we divide their time between your sites and their home base. Travel time, other than time spent travelling from a local residence to the normal place of work, will be chargeable as part of the above working hours. Unless the Terms of Engagement state otherwise hours worked in excess of 7 hours a day or outside weekdays may be charged on a pro rata basis.

4.3 Fee Estimates - Any estimate given by us of any charge whether for planning or any other purpose is only an estimate and is not contractually binding.

4.4 Expenses - All charges are stated exclusive of expenses unless the Terms of Engagement state otherwise. You agree to pay our travel, subsistence and other reasonable expenses incurred in connection with the Services.

4.5 Taxes - Charges, including expenses, will be stated exclusive of any taxes. You will be responsible for paying any taxes arising from the Contract for which you are legally liable as well as Valued Added Tax at the rate in force at the date the liability arises.

4.6 Payment of Invoices - For Time and Materials charges invoices will be issued within 14 days of the basic Tax Point. For Fixed Price charges invoices will be issued in accordance with the payment plan set out in the Terms of Engagement. Unless the Terms of Engagement state otherwise: (i) all charges will be specified in Pounds Sterling and (ii) invoices will be paid in that currency. All invoices will be due for payment on receipt by you. In the event of late payment we reserve the right to suspend the provision of Services and to charge interest on amounts overdue for a period in excess of 7 days at a rate of 2% above the annual base rate of the HSBC Bank plc from time to time.

4.7 Fee Changes - We may vary any Time and Materials fee rates stated in the Terms of Engagement by giving you 30 days written notice of the variation. Variations may include increases arising as a result of the promotion of individuals assigned to work for you. Fee rates quoted in the Terms of Engagement relate to the provision of Services at the location(s) stated in the Terms of Engagement. Any change in location may result in a change in the applicable fee rates.

5. Term, Suspension and Termination

5.1 Duration of Contract - This Contract will apply from the Commencement Date stated in the Terms of Engagement, if any, or where no Commencement Date is specified from the date of signature of the Terms of Engagement by both parties. The Contract will continue until all the Services and Deliverables have been provided unless it is terminated earlier in accordance with the terms set out below.

5.2 Your right to terminate the Contract - Unless stated otherwise in the Terms of Engagement the Contract may be terminated by you at any time by giving us not less than 30 days written notice. Where you terminate the Contract in this way you will pay us for all Services provided up to the date of termination and for additional costs we reasonably incur as a result of the early termination of the Services for example costs relating to sub-contracts or relocation costs. We will take reasonable steps to mitigate any such additional costs. Where the Services have been provided on a Fixed Price fees basis if we are unable to agree the fees payable in the event of termination pursuant to this Clause 5.2, you will pay us all sums due at the date of termination in accordance with the payment plan set out in the Terms of Engagement together with fees on a Time and Materials basis for Services provided after the date of the last applicable payment under the payment plan.

5.3 Suspension of the Contract - We may suspend the Contract while circumstances exist which, in our reasonable opinion, materially adversely affect the basis on which the Contract was entered into or our performance of it. If, following suspension of the Contract, we both agree to resume performance of it, we will first agree any changes to the Contract which may be necessary as a result of its suspension, including fees, costs and timetable. If such a period of suspension exceeds 30 days, the Contract may be terminated by us with immediate effect by written notice to you.

5.4 Termination for Breach of Contract - The Contract may be terminated by either party on written notice with immediate effect if the other commits a material breach of any term of this Contract which is not remedied within 30 days of a written request to remedy the same.

5.5 Termination for Insolvency - The Contract may be terminated by either of us by written notice in the event that the other party is unable to pay its debts or has a receiver, administrator, administrative receiver or liquidator appointed or calls a meeting of its creditors or ceases for any other reason to carry on business or in the reasonable opinion of the other party any of these events appears likely.

5.6 Return of Property - On the termination of the Contract each of us will return to the other any property of the other that it then has in its possession or control except that we may retain one copy of any documentation or software prepared by us, or any other documentation upon which our Services are based.


6. Confidentiality

6.1 Neither of us will disclose to any third party without the prior written consent of the other party any confidential information which is received from the other party for the purposes of providing or receiving Services which if disclosed in tangible form is marked confidential or if disclosed otherwise is confirmed in writing as being confidential or, if disclosed in tangible form or otherwise, is manifestly confidential. Both of us agree that any confidential information received from the other party shall only be used for the purposes of providing or receiving Services under this or any other contract between us. These restrictions will not apply to any information which:

6.1.1 is or becomes generally available to the public other than as a result of a breach of an obligation under this Clause 6; or

6.1.2 is acquired from a third party who owes no obligation of confidence in respect of the information; or

6.1.3 is or has been independently developed by the recipient or was known to it prior to receipt.

6.2 Notwithstanding Clause 6.1 above either of us will be entitled to disclose confidential information of the other (i) to our respective insurers or legal advisors, or (ii) to a third party to the extent that this is required, by any court of competent jurisdiction, or by a governmental or regulatory authority or where there is a legal right, duty or requirement to disclose, provided that in the case of sub-Clause (ii) (and without breaching any legal or regulatory requirement) where reasonably practicable not less than 2 business days notice in writing is first given to the other party.

6.3 Without prejudice to Clause 6.1 and Clause 6.2 above, we may cite the performance of the Services to our clients and prospective clients as an indication of our experience, unless we both specifically agree otherwise in writing.

6.4 Notwithstanding the above we may disclose any information referred to in this Clause 6 to any other Gatefold Entity or use it for internal quality reviews.

7. Liability

7.1 We will use reasonable skill and care in the provision of the Services and the preparation of any Deliverables.

7.2 We will accept liability without limit (i) for death or personal injury caused by our negligence or the negligence of our employees acting in the course of their employment; (ii) for any fraudulent pre-contractual misrepresentations made by us on which you can be shown to have relied; and (iii) any other liability which by law we cannot exclude. This does not in any way confer greater rights than you would otherwise have at law.

7.3 We will accept liability to pay damages in respect of loss or damage (including consequential loss) suffered by you as a direct result of our providing the Services where this arises as a consequence of a breach of any of our contractual obligations or negligence by us. Subject to Clause 7.2 this liability to pay damages will not exceed either £1,000,000 or the amount paid or payable by you to us under this Contract at the date of the breach, whichever is the greater amount, or any other amount specifically referred to as a liability cap in the Terms of Engagement and cross referencing this Clause 7.3.

7.4 The remedies available and the liability we accept under this Clause 7 are the only remedies and to the extent permissible by law the absolute limit of our liability arising under or in connection with the Contract. All other liability is expressly excluded.

7.5 To the extent permissible by law, all warranties, conditions, representations (except as provided in Clause 7.2 (ii)) or terms other than those expressly set out in this Contract are excluded including but not limited to all implied and statutory conditions.

7.6 Any legal proceedings arising from this Contract must be brought within 3 years from the date when the party bringing the proceedings first becomes aware or ought reasonably to have become aware of the facts which give rise to the liability or alleged liability or any relevant statutory limitation period whichever is the earlier.

7.7 In this Clause the term "Contractor(s)" means our employees and any agent or sub-contractor of ours and their respective employees, agents, partners or sub-contractors who perform work in connection with the Services, where the individual agent or sub-contractor is a Gatefold Entity. You acknowledge and agree that in relation to the Services and this Contract your relationship is solely with us, and that no Contractor will have any liability to you in connection with the Services or this Contract except for any liability arising from death and personal injury caused by the negligence of a Contractor or such other liability as cannot be excluded by law. You therefore agree not to bring a claim of any nature against any Contractor relating to the Services or this Contract except where such a claim cannot be excluded by law. You acknowledge and agree that we will have the right (subject to the discretion of the Court) to a stay of proceedings if you bring any claim against a Contractor in breach of this Clause 7.

7.8 The Services and the Deliverables are provided solely for your benefit and use unless provided otherwise in the Terms of Engagement. Accordingly, you may not provide copies of the Deliverables or make the benefit of the Services available to any third party. We accept no liability or responsibility to any third party who benefits from or uses the Services or gains access to the Deliverables. You agree to indemnify us against any liabilities, losses, expenses or other costs we reasonably incur in connection with any claims against us or any other Gatefold Entity by such third parties.


8. General

8.1 Sub-contracting - We reserve the right to employ agents and sub-contractors to assist us when providing any part of the Services. Any reference to our staff in the Contract includes agents and sub-contractor staff. We will remain liable to you in respect of any Services provided, subject to the other provisions of the Contract.

8.2 Sub-Contractors nominated by You - Where you require us to contract the services of a sub-contractor specified by you, you will accept responsibility for the work to be performed by such sub-contractor. Our agreement to programme and integrate the work to be performed by such sub-contractor for the purposes of this Contract is on the basis that we will not be responsible or liable to you or to any other person for the work performed by, and all acts, omissions, defaults and neglects of, such sub-contractor. In the above circumstances you will be responsible and liable for, and will indemnify us against and from, any liability which we may incur to any person and against all claims, demands, proceedings, damages, losses, costs and expenses made against, suffered or incurred by us, directly or indirectly as a result of or in connection with the work performed by any such sub-contractor.

8.3 Force Majeure - Neither of us will be liable to the other for any failure to fulfil obligations caused by circumstances outside its reasonable control.

8.4 Assignment - Neither of us may transfer, charge or otherwise seek to deal in any of its rights or obligations under this Contract without the prior written consent of the other party. Neither of us may transfer its rights or obligations under this Contract except that we may transfer our rights and obligations to any legal entity established or authorised to take over all or part of our business.

8.5 Waiver - Subject to Clause 7.6 no delay by either one of us in enforcing any of the terms or conditions of this Contract will affect or restrict our own rights and powers arising under the Contract. No waiver of any term or condition of this Contract will be effective unless made in writing.

8.6 Notices - Notices must be served either personally, sent by prepaid registered post or faxed to the address of the other party given in this Contract or to any other address as the parties may have notified during the period of the Contract. Any notice sent by post will be deemed to have been delivered 48 hours after sending. Any notice sent by fax or served personally will be deemed to have been delivered on the first working day following its dispatch.

8.7 Amendment - Any amendment of this Contract will not be effective unless agreed in writing and signed by both parties.

8.8 Survival - The provisions of this Contract which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind both of us.

8.9 Staff - Neither of us will during the period of this Contract or within 6 months of its termination or expiry solicit directly or indirectly any employees of the other who have been involved in providing or receiving Services or otherwise connected with this Contract, except those employees who have been involved on a purely administrative or secretarial basis. This will not restrict either of us from employing staff who apply unsolicited in response to a general advertising or other general recruitment campaign.

8.10 Working for other clients - We will not be prevented or restricted by anything in this Contract from providing services for other clients.

8.11 Validity of Contract Provisions - If any provision of this Contract is held to be invalid, in whole or in part, such provision shall be deemed not to form part of the Contract. In any event the enforceability of the remainder of the Contract will not be affected.

8.12 Year 2000 and European Economic and Monetary Union

8.12.1 Unless the Terms of Engagement state otherwise by reference to this Clause
8.12.1, (i) our proprietary application software licensed to you under the Contract; and/or (ii) our custom application software developed for you by us under the Contract (together, the "Software"), when used in accordance with its associated documentation, will be:

(i) Year 2000 Compliant. "Year 2000 Compliant" means the Software is capable of correctly processing, providing and/or receiving date data (i.e., representations for day, month and year) within and between the twentieth and twenty-first centuries so long as all products (for example, hardware, software and firmware) used or interfacing with the Software properly exchange accurate date data with it. The remedies available to you for breach of this provision will be limited to repair or replacement of the Software, and such remedies are subject to our being notified in writing within 120 days of the first discovery by you of the breach of this provision and in any event on or before 31 December 2000.

(ii) EMU Compliant. "EMU Compliant" means the Software is capable of functioning in conformity with the applicable conversion and rounding requirements set forth in European Council Regulation 1103/97, so long as all products (for example, hardware, software and firmware) used or interfacing with the Software similarly function in conformity with such regulation. The remedies available to you for breach of this provision will be limited to repair or replacement of the Software, and such remedies are subject to our being notified in writing within 120 days of the first discovery by you of the breach of this provision and in any event on or before 31 December 2002.

8.12.2 Except as expressly provided in Clause 8.12.1 above, we are, without limitation, not providing any assurances with respect to Year 2000 or European Economic and Monetary Union readiness or compliance.

8.12.3 We will not, without limitation, be responsible for a failure to perform the Services under the Cont ract, if such failure is without limitation the result, directly or indirectly, of (i) the failure of any products, (for example, hardware, software or firmware), other than the Software correctly to process, provide and/or receive date data (i.e., representations for day, month and year) or properly to exchange accurate date data with the Software or function in conformity with the applicable conversion and rounding requirements set forth in European Council Regulation 1103/97; (ii) modifications made by you, your employees or any third party to any such Software; or (iii) any direction given to us by you in respect of the manner in which you wish us to address any requirements regarding Year 2000 and/or European Economic and Monetary Union matters.

8.13 Entire Agreement - This Contract, including any attachments or referenced documents, forms the entire agreement between us relating to the Services. It replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral (except that we do not exclude liability for any fraudulent pre-contractual misrepresentations made by us on which you can be shown to have relied). The headings and titles in this Contract are included to make it easier to read but do not form part of the Contract.

8.14 Conflict - In the event of any conflict between the Terms of Business and the Terms of Engagement or any other document which forms part of the Contract, the Terms of Business shall prevail except where amended by specific reference to the relevant Clause of the Terms of Business. In the event and only to the extent of any conflict between the Terms of Engagement and any referenced or attached document other than the Terms of Business, the Terms of Engagement will take precedence.

8.15 General - The Engagement Partner and the head of our consulting practice are available to discuss any issues you may have. You also have a right to address any complaint to any relevant professional body of which any partner, employee or agent may be or become a member.