2.1.1    Serve the Company to the best of his ability in the capacity
         of Chief Executive Officer;

2.1.2    Faithfully and diligently perform such duties and exercise
         such powers consistent with his office, subject to the
         direction of the Board of Directors;

2.1.3    Do all in his power to protect, promote, develop, and extend
         the business interests and reputation of the Company;

2.1.4    At all times and in all respects conform to and comply with
         the lawful and reasonable directions of the Board of Directors
         including all authority levels and procedures from time to
         time specified by the Board of Directors;

2.1.5    Perform such related duties with respect to the business and
         operations of the Company and the Associated Companies which
         from time to time require Executive's presence outside the
         United Kingdom;

2.1.6    Promptly give to the Board of Directors (in writing if so
         requested) all such information, explanations and assistance
         as it may require in connection with the business and affairs
         of the Company and any Associated Company;

2.1.7    If and so long as the Board of Directors so directs, perform
         and exercise the said duties and powers on behalf of any
         Associated Company;

2.1.8    Provide to the Associated Companies responsible for doing the
         Business of the Company in the Territory, in his capacity as
         Chief Executive Officer, executive services in the planning,
         organization, management and control of that business. In this
         regard, meet with management of the Associated Companies in
         the Territory to:

         (i)      analyze and appraise the operations and performance
                  of the PMSI Group and the PMSI Group management in
                  the Territory to determine compliance with long-range
                  goals, plans and programs;

         (ii)     advise and consult on trends in the pharmaceutical
                  and healthcare industries and participate in the
                  formulation of plans and business goals for the
                  individual Operating Companies and the PMSI Group;

         (iii)    advise and assist in the development of an effective
                  organization in the staffing and management of the
                  employees of the business; and

         (iv)     direct the development and monitoring of plans to
                  implement new business opportunities, including
                  acquisitions, mergers, new produce start-ups and
                  developments;

2.1.9    Unless prevented by sickness, injury or other incapacity, or
         as specified in Clause 16.5 hereinafter, or as otherwise
         agreed by the Board of Directors, work under the terms of this
         Agreement for a period of up to one hundred forty (140) days
         per year and, during said period, devote the appropriate and
         necessary time and attention during his hours of work (which
         shall be normal business hours and such additional hours as
         may be necessary for the proper performance of his duties) to
         the performance of his duties and the business and affairs of
         the Company and any Associated Company for which he is
         required to perform duties; provided, however, that, Executive
         shall not be required to spend more than one hundred ten (110)
         days (as 'days' are defined for tax residency by the Internal
         Revenue Service Code) in the United States in any calendar
         year; and

2.1.10   Travel from time to time as may be required in connection with
         the business of the Company and any Associated Company for
         which he is required to perform duties; provided, however,
         that Executive shall not be required, without his written
         consent to (i) relocate from his principal residence in
         London, England to perform services under this Agreement or
         (ii) perform any services or duties whatsoever under this
         Agreement in the United Kingdom.

10.1     Termination by the Company Without Cause; Termination by the Executive
         for Good Reason. The Company may terminate the employment of the
         Executive at any time without Cause by giving the Executive a Notice of
         Termination in accordance with Clause 14.2 hereof at least 24 months
         prior to the effective date of such termination specified in such
         notice. The executive may terminate his employment by the Company at
         any time for Good Reason by giving a Notice of Termination to the
         Company in accordance with Clause 14.2 hereof, and the effective date
         of such termination shall be determined in accordance with Clause
         10.1.3.

         10.1.1   Except as provided in Clause 10.1.2, in the event that the
                  Executive's employment is terminated by the Company Without
                  Cause:

         (a)      the Company shall pay to the Executive, within 30 days after
                  the Notice of Termination is given, a lump-sum cash amount
                  equal to (i) two times the sum of (A) his then current annual
                  salary under Clause 3 and (B) 75 % of his then current annual
                  salary under Clause 3 (representing his annual bonus for the
                  achievement of 100% of performance objectives, irrespective of
                  whether performance objectives have been achieved), plus (ii)
                  an additional amount of salary equal to all of the ----
                  Executive's accrued unused vacation entitlement up to a
                  maximum of thirty six (36) days; plus (iii) the cash
                  equivalent of all emoluments specified hereinabove ----
                  (except those the Company shall continue to provide pursuant
                  to Clause 10.1.2(b) during the period of twenty four (24)
                  months following the effective date of such termination); plus
                  (iv) a bonus for the then current year equal to 75% of his
                  then current annual salary under Clause 3 (irrespective of
                  whether performance objectives have been achieved); provided,
                  however, that in the event of a termination for Good Reason
                  pursuant to Clause 16.1.8(b), the annual salary used for
                  computation under this Clause 10.1.1 (a) shall be the one in
                  effect prior to the reduction referred to in Clause 16.1.8(b).
                  Executive shall have the right to request and receive the
                  aggregate lump sum payment comprising subclauses (i), (ii),
                  (iii) and (iv) hereinabove in installments designated by
                  Executive paid over the calendar year of the effective date of
                  termination and the subsequent two calendar years;

(b)      for a period of twenty four (24) months after the effective
         date of such termina tion, the Company shall provide the
         Executive with pension contributions, life, health, accidental
         death, disability and other insurance benefits for the
         Executive and his dependents under the Benefit Plans and such
         other benefits as are set out in Clauses 4 and 5, at the
         respective levels of coverage in effect at the time the Notice
         of Termination is given, or the cash equivalents of the
         foregoing for the twenty- four month period (less any
         contribution to such benefits plans made through a payroll
         deduction charged to the Executive immediately prior to such
         effective date in respect of any such benefits);

(c)      if requested by Executive, the Company shall take all actions
         necessary to transfer, if contractually permitted, all life
         insurance policies to the Executive or his designee to enable
         Executive and his family and/or beneficiaries to receive, at
         their own expense, the benefits thereof after the expiration
         of the thirty six (36) month period referred to in subclause
         (b) above;

(d)      the Company shall vest as of the effective date of termination
         pursuant to this Clause 10.1.1 all options granted to the
         Executive under the Stock Option Plan and allow the Executive
         a period ending two years after the effective date of the
         termination of his employment within which to exercise such
         options.

10.1.2   Notwithstanding the other provisions of this Clause 10.1, in
         the event that (x) the Company terminates the Executive's
         employment Without Cause in anticipation of, or pursuant to, a
         Notice of Termination delivered to the Executive within two
         years after a Change in Control, or (y) the Executive
         terminates his employment for any reason (other than due to
         his death or disability, as defined below) within two years
         after a Change in Control:

(a)      the Company shall pay to the Executive, within 30 days after
         the Notice of Termination is given, a lump-sum cash amount
         equal to (i) three times the sum of (A) his then current
         annual salary under Clause 3 and (B) 75% of his then current
         annual salary under Clause 3 (representing his annual bonus
         for the achievement of 100% of performance objectives,
         irrespective of whether performance objectives have been
         achieved), plus (ii) an additional amount of salary equal to
         all of the Executive's accrued unused vacation entitlement up
         to a maximum of thirty six (36) days; plus (iii) the cash
         equivalent of all emoluments specified herein above (except
         those the Company shall continue to provide pursuant to Clause
         10.1.2(b) during the period of thirty six (36) months
         following the effective date of such termination; plus (iv) a
         bonus for the then current year equal to 75% of his then
         current annual salary under Clause 3 (irrespective of whether
         performance objectives have been achieved); provided, however,
         that in the event of a termination for Good Reason pursuant to
         Clause 16.1.8(b), the annual used for computation under this
         (Clause 10.1.2(a) shall be the one in effect prior to the
         reduction referred to in Clause 16.1.8(b). Executive shall
         have the right to request and receive the aggregate lump sum
         payment comprising subclauses (i), (ii), (iii) and (iv)
         hereinabove in installments designated by Executive paid over
         the calendar year of the effective date of termination and the
         subsequent two calendar years;

         (b)      for a period of thirty six (36) months after the effective
                  date of such termination, the Company shall provide the
                  Executive with pension contributions, life, health, accidental
                  death, disability and other insurance benefits for the
                  Executive and his dependents under the Benefit Plans and such
                  other benefits as are set out in Clauses 4 and 5, at the
                  respective levels of coverage in effect at the time the Notice
                  of Termination is given, or the cash equivalents of the
                  foregoing for the thirty-six month period (less any
                  contribution to such benefits plans made through a payroll
                  deduction charged to the Executive immediately prior to such
                  effective date in respect of any such benefits);

         (c)      if requested by Executive, the Company shall take all actions
                  necessary to transfer, if contractually permitted, all life
                  insurance policies to the Executive or his designee to enable
                  Executive and his family and/or beneficiaries to receive, at
                  their own expense, the benefits thereof after the expiration
                  of the thirty six (36) month period referred to in subclause
                  (b) above;

         (d)      the Company shall vest as of the time of such Change in
                  Control all options granted to the Executive under the Stock
                  Option Plan and allow the Executive a period ending two years
                  after the effective date of the termination of his employment
                  within which to exercise such options.

         10.1.3   Except as provided in Clause 10.1.2 pursuant to a Change in
                  Control, in the event that the Executive terminates his
                  employment for Good Reason, he shall have the rights and
                  receive the benefits to which he would be entitled if the
                  Company had terminated his employment without Cause under
                  Section 10.1.1. The effective date of the Executive's
                  termination of his employment pursuant to this Clause 10.1.3
                  shall be the date that would have been the effective date had
                  the Company terminated the Executive without cause pursuant to
                  Clause 10.1 on the same date.

10.2     Termination by the Company for Cause: Termination by the Executive
         Without Good Reason. The Company may at any time terminate the
         Executive's employment for Cause by giving the Executive a Notice of
         Termination in accordance with Clause 14.2 and, if applicable, after
         complying with Clause 16.1.5 hereof. The Executive may at any time
         terminate his employment with the Company in accordance with Clause
         14.2 hereof by giving notice at least 12 months prior to the effective
         date of such termination specified in such notice. In the event of a
         termination by the Company for Cause or by the Executive without Good
         Reason (except in the case where the Executive so terminates his
         employment within two years after a Change in Control, as provided in
         Clause 10.1.2), the Executive shall be entitled to receive any unpaid
         amount of his then current salary (including unused vacation
         entitlements pursuant to Clause 6.3) through the effective date of such
         termination, as well as any other benefits which shall have vested and
         become payable to him under the Benefit Plans as of such effective
         date.

10.3     Retirement. The employment of the Executive shall terminate
         automatically upon his retirement. "Retirement" shall mean a
         termination of the Executive's employment initiated by the Executive,
         other than for Good Reason, whereby the Executive is entitled to
         receive an immediately payable benefit, including any applicable early
         retirement benefit, under any other pension or retirement plan then
         generally applicable to its salaried employees or under any retirement
         arrangement established with respect to the Executive with his prior
         written consent; in either case, whether or not the Executive commences
         to receive such benefit at the time of such termination. In the event
         of the termination of the Executive's employment pursuant to his
         retirement, the Executive shall be entitled to any other benefits which
         shall have vested and become payable to him under the Benefit Plans as
         of the effective date of such Retirement or to which the Executive is
         otherwise entitled upon his Retirement under any Benefit Plan or other
         policy or program of the Company or any Associated Company in
         accordance with the respective terms of such Benefit Plan, policy or
         program.

10.4     Death or Disability

         10.4.1   Disability. Subject to the requirements of the Americans with
                  Disabilities Act of 1990, as amended, the Family and Medical
                  Leave Act of 1993, as amended and/or any other legislation
                  applicable to the Executive's employment by the Company, the
                  Company may terminate employment of the Executive, by giving
                  him a Notice of Termination not less than six months prior to
                  the effective date of such termination specified in such
                  notice, if the Executive shall have been absent from work due
                  to sickness, injury or other incapacity for more than 183 days
                  in the Aggregate during any period of 12 consecutive months or
                  if, in the opinion of a physician or other appropriate expert
                  selected by the Company, the Executive is likely to be unable
                  to perform his duties for more than 183 days in the Aggregate
                  during any period of 12 consecutive months; provided, that the
                  Company shall withdraw such notice if during its pendency the
                  Executive returns to full-time work and provides the Company
                  with a certificate from a physician or other appropriate
                  expert reasonably acceptable to the Company stating that he
                  has fully recovered and that no recurrence of such incapacity
                  may reasonably be anticipated, and provided further that if
                  the Executive returns to work after a period of absence which
                  would have entitled the Company to terminate his employment
                  the Company shall, after he has completed a period of three
                  consecutive months at work without further material absence
                  due to such sickness, injury or other incapacity, be deemed to
                  have waived its rights to terminate his employment based on
                  such previous period of absence. Circumstances justifying
                  termination of the Executive's employment by the Company
                  pursuant to this Clause 10.4.1 are referred to herein as
                  "Disability" and while in these circumstances executive is
                  deemed "Disabled".

         10.4.2   Death. The employment of the Executive by the Company shall
                  terminate automatically upon his death.

         10.4.3   Benefits upon Disability. In the event of termination of
                  employment due to Disability the Company shall (i) continue to
                  pay Executive's salary and bonus for achieving 100% of his
                  performance objectives under Clause 3 and provide the other
                  emoluments and benefits specified hereinabove, including
                  contributions to the pension plan designated by the Executive
                  at the full rate for a period of twelve (12) months from the
                  date of termination hereunder; and (ii) cause the vesting of
                  all of the stock options granted to Executive under the Stock
                  Option Plan and allow the Executive a period of twenty-four
                  (24) months from the effective date of termination within
                  which to exercise such options. In addition, if the
                  Executive's employment is terminated by the Company pursuant
                  to Clause 10.4.1, the Company shall, after the expiration of
                  said twelve (12) month period, (a) continue to provide or
                  arrange for and fund a disability benefit to the Executive in
                  an amount of not less than sixty percent (60%) of his then
                  applicable base salary and (b) contribute to Executives
                  Pension Plan at the level in effect on the effective date of
                  termination for as long as the Executive is Disabled but in no
                  event after the Executive has reached the age of 65; provided,
                  however, that such disability benefit will be reduced to the
                  extent that it duplicates any payments under any disability
                  insurance plan of the company from time to time in effect.

         10.4.4   Benefits upon Death. In the event of a termination of
                  employment due to the death of the Executive, his legal
                  representatives shall be entitled to receive any unpaid amount
                  of his then current salary through the effective date of such
                  termination plus a further three months base salary, as well
                  as any other benefits which shall have vested and become
                  payable to him under the Benefit Plans as of such effective
                  date or to which the Executive is otherwise entitled upon his
                  death under any Benefit Plan or other policy or program of the
                  Company or any associated Company in accordance with the
                  respective terms of such Benefit Plan, policy or program.

10.5     Upon the termination of his employment the Executive, or Executive's
         legal representative as applicable, shall be entitled to accrued
         vacation pay pursuant to Clause 6.3.

10.6     Notwithstanding the terms of Clause 2 or any other provision of this
         Agreement, during any period between the giving of a Notice of
         Termination and the effective date of termination in accordance with
         the Clause 10, the Company shall not be under any obligation to provide
         the Executive with any work and the Company may at any time during such
         notice period without further notice suspend the Executive and/or
         exclude him from all or any premises of the Company or any Associated
         Company, provided, however, that, throughout such notice period, the
         Company shall not make or give effect to any change in the terms and
         conditions of the Executive's employment as in effect immediately

         prior to the Reference Time (as defined below) that would constitute
         Good Reason under any of Paragraphs (b) through (g) of Clause 16.1.8
         (regardless of whether his employment is terminated for Good Reason),
         and the Executive's salary and other contractual, benefits shall
         continue to be paid or provided by the Company in the manner to effect
         at the Reference Time. "Reference Time" means the time immediately
         prior to (i) in the case of a termination for Good Reason, the
         occurrence that constitutes such Good Reason, or (ii) in all other
         cases, the giving of the Notice of Termination. At any time during such
         notice period the Executive shall at the request of the Company
         immediately resign from office as a Director of the Company and any
         Associated Company and from other office held by him in the Company or
         my Associated Company (but without claim to compensation other than as
         provided under this Agreement) and in the event of his failure to do so
         the Company is hereby irrevocably authorized to appoint some person in
         his name and on his behalf to sign and deliver such resignations to the
         Company.

10.7     The Executive shall have no obligation to take any action to mitigate
         or offset any amounts payable by the Company pursuant to this Clause
         10, by seeking other employment or otherwise, nor shall the amount of
         any payment provided for in this Agreement be reduced by any
         compensation earned by the Executive as the result of employment by
         another employer after the date of termination of the Executive's
         employment or otherwise.

10.8     The termination of the Executive's employment for any reason whatsoever
         shall not operate to terminate this Agreement as an entirety or to
         adversely affect the respective continuing rights and obligations of
         the parties under this Agreement, all of which shall survive the
         effective date of such termination of employment in accordance with
         their respective terms.

10.9     The Executive acknowledges that the Company may have in effect from
         time to time a written severance plan or policy, which plan or policy
         is or may be subject to change at the discretion of the Company. The
         Executive shall not be entitled to any notice, payment in lieu of
         notice or other severance payments under such plan or policy, but if
         the notice period (or payment) to which the Executive would have been
         entitled under such plan or policy as it may then exist is greater than
         the notice period (or payment in lieu of such notice) to which the
         Executive would be entitled under this Agreement, then the notice
         period (and payment in lieu thereof) for termination hereunder shall be
         deemed to be such greater amounts.

11.      EXECUTIVE COVENANTS

11.1     The Executive acknowledges that during the course of his employment
         with the Company he will receive and have access to Confidential
         Information of the Company and its Associated Companies (including
         without limitation those matters specified in Clause 9.2 of this
         Agreement, as well as detailed customer lists and information relating

         to the operations and business requirements of those customers) and
         accordingly he is willing to enter into the covenants described in
         Clauses 11.2 and 11.3 in order to provide the Company and its
         Associated Companies with what he considers to be reasonable protection
         for those interests.

11.2     The Executive hereby covenants with the Company that during the term of
         his employment he will not either directly or indirectly engage or
         participate in any activity competitive with or adverse to the business
         or interests of the Company or any of its Associated Companies.

11.3     The Executive hereby covenants with the Company that he will not for
         the period of 24 months after the Executive's last active day of
         employment without prior written consent of the Board of Directors,
         directly or indirectly:

         11.3.1   carry on or set up or be employed or engaged by or otherwise
                  assist in or be interested in any capacity (including without
                  limitation as a shareholder) in any line of business in
                  competition with any line of business which is part of the
                  Business of the Group with which the Executive has had
                  involvement and which the Company or any Associated Company is
                  carrying on during the 12 months preceding the Executive's
                  last active day of employment; or

         11.3.2   carry on or set up or be employed or engaged by or otherwise
                  assist in or be interested in any capacity (including without
                  limitation as a shareholder) a business which competes or will
                  complete with any business of the Company or any Associated
                  Company which is planned or contemplated at the date of the
                  Executive's last active day of employment in any country in
                  which the business is planned or contemplated to operate and
                  which plans the Executive has been involved with to a material
                  extent; or

         11.3.3   in connection with the carrying on of any businesses which is
                  in competition with the Business of the Group canvass, solicit
                  or approach or cause to be canvassed or solicited or
                  approached for orders in respect of any services provided
                  and/or any goods sold by the Company or any Associated Company
                  any person, firm or company who or which at the date of the
                  Executive's last active day of employment or at any time
                  during the period of 12 months prior to that data is a
                  supplier, customer or client of the Company or any Associated
                  Company and with whom or which the Executive shall have had
                  dealings during the course of his employment; or

         11.3.4   in connection with the carrying on of any business in
                  competition with the Business of the Group do business with
                  any person, firm or company who or which has at any time
                  during the period of 12 months immediately preceding the date
                  of the Executive's last active date of employment done

                  business with the Company or any Associated Company as a
                  supplier, customer or client or distributor or consultant and
                  with whom or which the Executive shall have had dealings
                  during the course of his employment; or

         11.3.5   solicit, entice away or hire or endeavor to solicit or entice
                  away from the Company or any Associated Company any person who
                  at the date of the Executive's last active day of employment
                  or at any time during the period of six months prior to that
                  date is employed or engaged by the Company or any Associated
                  Company as a head of any business unit, the direct report of
                  such business unit head, or any other key technical, marketing
                  or sales position and with whom the Executive shall have had
                  contact during the course of his employment (whether or not
                  such a person would commit a breach of his contract of
                  employment by so doing).

11.4     The Executive hereby agrees that he will at the cost of the Company
         enter into a direct agreement or undertaking with any Associated
         Company whereby he will accept restrictions and provisions
         corresponding to the restrictions and provisions in Clause 11.3 above
         (or such of them as may be appropriate in the circumstances) in
         relation to such activities and such country or countries as such
         Associated Company may reasonably require for the protection of its
         legitimate business interests.

11.5     Notwithstanding the generality of the covenants contained in Clause
         11.3 those covenants shall apply only with respect to those countries
         in which the Company or any Associated Company has transacted any
         business during the 12 months prior to the date of Executive's last
         active day of employment in which the Executive has been involved.

11.6     Nothing contained herein shall prohibit the Executive from (x) holding
         directly or through nominees up to two percent of the outstanding stock
         of any publicly-held and traded company or shares or an equity interest
         in PERQ/HCI, a majority-owned subsidiary of VNU, a Dutch public
         company, ("PERQ/HCI"), a company formed as a result of the purchase by
         VNU of Healthcare Communications Inc. ("HCI"), previously a
         privately-held corporation organized under the laws of the State of
         Delaware, solely for investment purposes, or (y) serving as a director
         of PERQ/HCI, during the continuance of his employment pursuant to this
         Agreement; provided, however, that if any private company in which
         Executive directly holds shares is merged with a publicly-held company
         and, as a result of such merger, Executive's holdings are in excess of
         two percent of the public entity, such holdings shall not be deemed to
         have caused a violation of this Agreement.

11.7     The covenants contained in Clauses 11.3.1, 11.3.2, 11.3.3, 11.3.4 and
         11.3.5 are intended to be separate and severable and enforceable as
         such.

11.8     In the event of a breach of Clauses 11.3.1, 11.3.2, 11.3.3, 11.3.4, or
         11.3.5, the Executive acknowledges that in addition to any other
         remedies available under law to the Company and any Associated Company,
         the Company and any Associated Company may be entitled to an

12.1     For statutory purposes there is no formal disciplinary procedure in
         relation to the Executive's employment. The Executive shall be expected
         to maintain the highest standards of integrity and behavior.

12.2     If the Executive is not satisfied with any disciplinary decision taken
         in relation to him he may apply in writing within 14 days of that
         decision to the Board of Directors whose decision shall be final.

12.3     If the Executive has any grievance in relation to his employment he may
         raise it in writing with the Board of Directors whose decision shall be
         final.

13.      ASSIGNMENT

13.1     The Company may assign its rights or delegate its performance, in whole
         or in part, to any of its Associated Companies; provided that any such
         assignment or delegation shall not affect the Executive's position with
         the Company. This Agreement shall be binding upon and shall inure to
         the benefit of the Company and any successor of the Company. In the
         event of any permitted assignment, the Company shall guarantee the
         performance of this Agreement by the Associated Company.

13.2     This Agreement shall be binding upon and shall inure to the benefit of
         Executive, his legal representatives and assigns, except that
         Executive's obligations to perform services under this Agreement are
         personal and are expressly declared to be non-assignable and
         non-transferable by him without the consent in writing of the Company.

13.3     In the event of a Change in Control, the Company shall require the
         successor to the Company as the Executive's employer (whether such
         succession is direct or indirect, by purchase, merger, consolidation or
         otherwise, to all or a substantial portion of the business and/or
         assets of the Company) to expressly assume and agree to perform this
         Agreement in the same manner and to the same extent that the Company
         would be required to perform it if no such succession had taken place.
         As used in this Agreement, the term "Company" shall mean the Company as
         hereinbefore defined and any successor to all or a substantial portion
         of its business and/or assets as aforesaid.

14.      NOTICES

14.1     Any notice to be given under this Agreement shall be given in writing
         and shall be deemed to be sufficiently served by one party on the other

         if it is delivered personally or is sent by facsimile transmission,
         overnight delivery service or registered or recorded delivery prepaid
         post (air mail if overseas) addressed to either the Company's
         registered office for the time being or the Executive's last known
         address as the case may be.

14.2     Any purported termination of the Executive's employment by the Company
         or by the Executive shall not be effective unless communicated by
         written Notice of Termination to the other party hereto in accordance
         with Clause 14.1 above and the relevant provisions of Clause 10. A
         Notice of Termination shall identify the specific termination provision
         of this Agreement relied upon, shall specify the intended effective
         date of such termination (which date shall comply with the notice
         period requirements of the provision so identified) and shall set forth
         in reasonable detail the facts and circumstances claimed to provide a
         basis for termination under the provision so identified.

15.      MISCELLANEOUS

15.1     Golden Parachute Tax

         15.1.1   Anything in this agreement to the contrary notwithstanding, in
                  the event that any payment by the Company to or for the
                  benefit of the Executive, whether paid or payable pursuant to
                  the terms of this Agreement or otherwise or any income
                  realized upon the exercise of any options granted by the
                  Company to the Executive (such payment or income, excluding
                  any payment pursuant to this Clause 15.1, a "Payment") is
                  either reasonably determined by the Company to be subject, or
                  is subjected by the IRS (after exhaustion by the Company of
                  its remedies described in Clause 15.1.3), to the excise tax
                  imposed by Section 4999 of the Internal Revenue Code of 1986,
                  as amended, (the "Code") or any interest or penalties with
                  respect to such excise tax (such excise tax, together with any
                  such interest and penalties, are hereinafter collectively
                  referred to as the "Excise Tax"), then the Executive shall be
                  entitled to receive from the Company, within 15 days following
                  the determination described in Clause 15.1.2 below, an
                  additional payment (an "Excise Tax Adjustment Payment") in an
                  amount such that, after payment by the Executive of all
                  applicable U.S. federal, state and local taxes (computed at
                  the maximum marginal rates and including any interest or
                  penalties imposed with respect to such taxes) and the Hospital
                  Insurance portion of FICA tax, including any Excise Tax
                  imposed upon the Excise Tax Adjustment Payment, the Executive
                  retains an amount of the Excise Tax Adjustment Payment equal
                  to the Excise Tax imposed upon the payments.

         15.1.2   In the event that as the result of a position taken by the
                  Company to the IRS, the Executive is required to make a
                  payment of any Excise Tax, the determination of the amount of
                  the Excise Tax Adjustment Payment shall be made by a
                  nationally recognized accounting firm acceptable to the
                  Executive and the Company (the "Accounting Firm"), which shall
                  provide detailed supporting calculations to the Company and

         the Executive. Subject to the provisions of Clause 15.1.3
         below, the amount of the Excise Tax Adjustment Payment shall
         be promptly paid by the Company to or for the benefit of the
         Executive. The determination of The Excise Tax Adjustment
         Payment by the Accounting Firm shall be binding upon the
         Company and the Executive.

15.1.3   The Executive shall notify the Company in writing of any claim
         by the IRS that, if successful, would require the payment by
         the Company of the Excise Tax Adjustment Payment. Such
         notification shall be given as soon as practicable but no
         later than 20 business days after the Executive is informed in
         writing of such claim and shall apprise the Company of the
         nature of such claim and the date on which such claim is
         requested to be paid. The Executive shall not pay such claim
         prior to the expiration of the 30-day period following the
         date on which he gives such notice to the Company (or such
         shorter period ending on the date that any payment of taxes
         with respect to such claim is due). If the Company notifies
         the Executive in writing prior to the expiration of such
         period that it desires to contest such claim, the Executive
         shall:

         (a)      give the Company any information reasonably required
                  by the Company relating to such claim,

         (b)      take such action in connection with contesting such
                  claim as the company shall reasonably request in
                  writing from time to time, including, without
                  limitation, accepting legal representation with
                  respect to such claim by an attorney reasonably
                  selected by the Company,

         (c)      cooperate with the Company in good faith in order
                  effectively to contest such claim, and

         (d)      permit the Company to participate in any proceedings
                  relating to such claim;

         15.1.4   If, after the receipt by the Executive of an amount advanced
                  by the Company pursuant to Clause 15.1.3, the Executive
                  becomes entitled to receive any refund with respect to such
                  claim, the Executive shall (subject to the Company's complying
                  with the requirements of Clause 15.1.3) promptly pay to the
                  Company the amount of such refund (together with any interest
                  paid or credited thereon after taxes applicable hereto). If,
                  after the receipt by the Executive of an amount advanced by
                  the Company pursuant to Section 15.1.3, a determination is
                  made that the Executive shall not be entitled to any refund
                  with respect to such claim and the Company does not notify the
                  Executive in writing of its intent to contest such denial of
                  refund prior to the expiration of 30 days after such
                  determination, then such advance shall be forgiven and shall
                  not be required to be repaid and the amount of such advance
                  shall offset, to the extent thereof, the amount of Excise Tax
                  Adjustment Payment required to be paid.

15.2     The Executive hereby warrants that by virtue of entering into this
         Agreement he will not be in breach of any express or implied terms of
         any court order, contract or of any other obligation legally binding
         upon him.

15.3     Any benefits provided by the Company to the Executive or his family
         which are not expressly referred to in this Agreement shall be regarded
         as ex gratia benefits provided at the entire discretion of the Company
         and shall not form part of the Executive's contract of employment.

15.4     Except as expressly provided in this Clause 15, the Executive shall be
         responsible for the payment of all individual taxes on all amounts paid
         or benefits provided to him under this Agreement. All compensation
         (including without limitation, salary and any severance payments) paid
         to the Executive shall be subject to such deductions as from time to
         time may be required by law or regulation subject to agreement with, or
         consent of the Executive which will not be unreasonably withheld.

15.5     Any waiver by either party of any breach of any provision of this
         Agreement must be set forth in a writing signed by such party, in order
         for it to be effective, and no such waiver shall operate as a waiver of
         any subsequent breach of that provision or any breach of any other
         provision of this Agreement.

15.6     This Agreement may be executed in two or more counterparts, each of
         which shall be deemed an original and all of which together shall
         constitute one and the same instrument.

15.7     The Company will indemnify the Executive (and his legal
         representatives, heirs, estate or other successors) to the fullest
         extent permitted (including payment of expenses in advance of final
         disposition of any proceeding) by the laws of the jurisdiction of the
         incorporation of the Company as in effect at the time of the subject
         act or omission, or by the Certificate of Incorporation and by-laws of
         the Company as in effect at such time or on the date of this Agreement,
         or by the terms of any indemnification agreement between the Company
         and the Executive, whichever affords or afforded greatest protection to
         the Executive, and the Executive shall be entitled to the protection of
         any insurance policies the Company or any Associated Company may elect
         to maintain generally for the benefit of its directors and officers,
         and to the extent the Company or an Associated Company maintains such
         an insurance policy or policies the Executive shall be covered by such
         policy or policies in accordance with its or their terms, to the
         maximum extent of the coverage available for a person serving or having
         served in the positions and offices in which the Executive is serving
         or has served), against all costs, charges and expenses whatsoever
         incurred or sustained by him (or his legal representatives, heirs,
         estate or other successors) at the time such costs, charges and
         expenses are incurred or sustained, in connection with any action, suit
         or proceeding to which he (or his legal representatives, heirs, estate
         or other successors) may be made a party by reason of his being or
         having been a director, officer or employee of the Company or any
         Associated Company, or by reason of his serving or having served any
         other enterprise as a director, officer or employee at the request of
         the Company or any Associated Company.

15.8     In the event of a dispute between the Executive and the Company with
         respect to any of the Executive's rights under this Agreement, the
         Company shall reimburse the Executive for any and all legal fees and
         disbursements incurred by him in connection with enforcing such rights,
         at the time such fees and disbursements are incurred (but in no event
         more frequently than monthly); provided, however, that if the
         Executive's claim is found by a court of competent jurisdiction to have
         been frivolous, the Executive shall reimburse the Company for all
         amounts paid by the Company pursuant to this Clause 15.8.

15.9     The Company or PMSI shall maintain in force directors' and officers'
         liability insurance for a minimum of $10 million and shall afford
         Executive the maximum protection available under the terms of that
         policy for the performance of his duties as an officer and director of
         the Company.

16.1     In this Agreement unless the context otherwise requires or as otherwise
         defined herein the following expressions have the following meanings:

         16.1.1   "Associated Company"

                  Any corporation, limited liability company or other legal
                  entity that, directly or indirectly through one or more
                  intermediaries controls, is controlled by or is under common
                  control with the Company, where "control" means the power to
                  direct or cause the direction of the management and policies
                  of such entity, Whether through ownership of voting
                  securities, by contract or otherwise.

         16.1.2   "Benefit Plans"

                  The 401(k) plan and other pension, retirement, life insurance,
                  medical, dental, health, accident, disability, welfare,
                  savings, deferred compensation or similar plans of the Company
                  and its Associated Companies.

         16.1.3   "the Board of Directors"

                  The Board of Directors for the time being of the Company
                  including any duly appointed committee thereof.

         16.1.4   "the Business of the Group"

                  The business of the Company and the Associated Companies as
                  described in the Schedule hereto and such other business or
                  businesses as the Company or any Associated Company may enter
                  into from time to time of which the Executive is aware.

         16.1.5   "Cause"

                  Any of the following:

         (a)      the Executive's willful and continued failure substantially to
                  perform his duties hereunder (other than as a result of
                  sickness, injury or other physical or mental incapacity or as
                  a result of termination by the Executive for Good Reason);
                  provided, however, that such failure shall constitute "Cause"
                  only if (x) the Company delivers a written demand for
                  substantial performance to the Executive that specifies the
                  manner in which the Company believes the Executive has failed
                  substantially to perform his duties hereunder and (y) the
                  Executive shall not have corrected such failure within 10
                  business days after his receipt of such demand;

(b)      willful misconduct by the Executive in the performance of his
         duties hereunder that is demonstrably and materially injurious
         to the Company or any Associated Company for which he is
         required to perform duties hereunder;

(c)      the Executive's conviction of (or plea of 'nolo contendere'
         to) a felony under the laws of the United States or any state
         thereof or a criminal offense under the laws of the United
         Kingdom or any other non-U.S. jurisdiction that would
         constitute a felony under the laws of the United States or of
         the State of Delaware (other than offence under the
         road-traffic legislation in the United States or elsewhere for
         which a non-custodial penalty is imposed); or

(d)      the Executive's illegal or persistent immoderate use or abuse
         of alcoholic beverages or drugs in a manner that in the
         reasonable opinion of the Company demonstrably and materially
         impairs the Executive's ability to perform his duties under
         this Agreement or demonstrably and materially adversely
         affects the Executive's or the Company's reputation with
         customers or in the community as a whole; provided, however,
         that this clause (d) shall not apply to use of prescription
         drugs in the manner prescribed by a physician or other duly
         licensed medical or health practitioner authorized to issue
         prescriptions for such prescription drugs.

         No action, or failure to act, shall be considered "willful" if
         it is done by the Executive in good faith and with the
         reasonable belief that his action or omission was in the best
         interest of the Company.

16.1.6   "Change in Control"

         The occurrence of any of the following:

(a)      any event pursuant to which any "Person" becomes an "Acquiring
         Person" (as such terms are defined in that certain Agreement
         dated as of January 28, 1998 between the Company and Harris
         Trust Company of New York as Rights Agent);

(b)      a merger, consolidation, exchange, combination or other
         transaction involving the Company and another entity (or the
         securities of the Company and such other entity) as a result
         of which the holders of all of the shares of Common Stock of
         the Company outstanding prior to such transaction do not hold,
         directly or indirectly, shares of the outstanding voting
         securities of, or other voting ownership interests in, the
         surviving, resulting or successor entity in such transaction
         in substantially the same percentages of ownership as those in
         which they held the outstanding shares of Common Stock of the
         Company immediately prior to such transaction;

(c)      the sale, transfer, assignment or other disposition by the
         Company and/or one of more Associated Companies, in one
         transaction or a series of transactions within

         any period of 18 consecutive calendar months (including,
         without limitation, by means of the sale of capital stock of
         any subsidiary or subsidiaries of the Company) of assets which
         account for an aggregate of 50% of the assets of the Company
         or more than 50% of the consolidated revenues of the Company
         and its subsidiaries, as determined in accordance with U.S.
         generally accepted accounting principles, for the fiscal year
         most recently ended prior to the date of such transaction (or,
         in the case of a series of transactions as described above,
         the first such transaction); provided, however, that no such
         transaction shall be taken into account if substantially all
         the proceeds thereof (whether in cash or in kind) are used
         after such transaction in the ongoing conduct by the Company
         and/or its subsidiaries of the business conducted by the
         Company and/or its subsidiaries prior to such transaction;

(d)      the Company is dissolved; or

(e)      a majority of the directors of the Company are persons who
         were not members of the Board of Directors as of the date (the
         "Reference Date") which is the more recent of the date hereof
         and the date which is two years prior to the date on which
         such determination is made, unless the first election or
         appointment (or the first nomination for election by the
         Company's shareholders) of each director who was not a member
         of the Board of Directors on the Reference Date was approved
         by a vote of at least two-thirds of the Board of Directors in
         office prior to the time of such first election, appointment
         or nomination.

16.1.7   "the Chief Executive Officer"

         The Chief Executive Officer of the Company and a member of the
         Board of Directors of the Company.

16.1.8   "Good Reason"

         The occurrence of any of the following (other than by reason
         of a termination of the Executive for Cause or Disability):

(a)      the position or responsibilities of the Executive are
         significantly reduced, (including, without limitation, by
         reason of the elimination of the position of the Chief
         Executive Officer or the failure to elect the Executive to the
         position of the Chief Executive Officer or by reason of a
         change in the reporting responsibilities to and of such
         position, or, following a Change in Control, or any reason of
         a substantial reduction in the size of the Company or other
         substantial change in the character or scope of the Company's
         operations), or the Executive is assigned without his written
         consent to any duties inconsistent with his positions, duties,
         responsibilities and status with the Company immediately prior
         to such assignment;

         16.1.9   "Group"

                  The Company and the Associated Companies.

         16.1.10    "Intellectual Property"

                  Letters patent, trademarks, trade names, service marks,
                  designs, copyrights, utility models, design rights,
                  applications for registration of any of the foregoing and the
                  right to apply for them in any part of the world, inventions,
                  drawings, computer programs, trade secrets and other
                  non-public proprietary information, know-how and rights of
                  like nature arising or subsisting anywhere in the world in in
                  relation to the Business of the Company whether registered or
                  unregistered.

         16.1.11    "IRS"

                  The United States Internal Revenue Service, or any successor
                  agency of the United States Government.

         16.1.12    "Stock Option Plan"

                  The Pharmaceutical Marketing Services Inc. and its
                  Subsidiaries Stock Option and Restricted Stock Purchase Plan,
                  as the same may be amended from time to time, or any employee
                  stock option plan that replaces, supersedes or supplements
                  such plan.

         16.1.13    "Territory"

                  The counties of North America, Asia and the Far East and
                  Continental Europe, excluding the United Kingdom.

16.2     The headings in this Agreement are for convenience only and shall not
         affect its construction or interpretation.

16.3     Any reference in this Agreement to a statutory provision shall be
         deemed to include a reference to any statutory amendment, modification
         or re-enactment of it or to any legislation that supersedes it.

16.4     This Agreement together with the Company plans, agreements and other
         arrangements referred to herein contains the entire understanding
         between the parties and supersedes any other prior agreements,
         arrangements and understandings (written or oral) between the Company
         and the Executive relating to the employment of the Executive with the
         Company (other than Executive's activities on behalf of the Group in
         the United Kingdom) which such agreements, arrangements and
         understandings shall be deemed to have been terminated by mutual
         consent; provided, however, that this Agreement shall not terminate any
         agreement in effect on the date hereof between the Company and the

         Executive granting or otherwise relating to any stock option, and any
         such agreement shall be deemed to be modified and amended hereby to the
         extent that the terms of such agreement are inconsistent with the terms
         hereof. The Executive acknowledges that he has not entered into this
         Agreement in reliance on any warranty, representation or undertaking
         which is not contained in or specifically incorporated in this
         Agreement.

16.5     The parties acknowledge that PMSI Limited, an Associated Company, and
         Executive have entered into an executive services agreement relating to
         Executive's services in the United Kingdom. The parties hereto have
         agreed that, in the case of conflict, the performance of Executive's
         duties under this Employment Agreement shall take precedence over the
         performance of Executive's duties under that agreement. The parties
         hereto expressly agree (i) that Executive shall not be required to work
         more than 140 days under this Agreement and (ii) that the term of
         employment set forth in Clause 1 of this Agreement shall not be
         terminated or affected in any way, and Executive's remuneration under
         this Agreement shall not be changed by the termination for an reason
         whatsoever of Executive's employment with PMSI Limited, the intent
         being that each employment shall be separate from and independent of
         the other.

16.6     The various Clauses of this Agreement are severable and if any Clause
         or identifiable part thereof is held to be invalid or unenforceable by
         any court of competent jurisdiction then such invalidity or
         unenforceability shall not affect the validity or enforceability of the
         remaining Clauses or identifiable parts thereof in this Agreement, and
         the parties hereto agree that the portion so held invalid,
         unenforceable or void shall, if possible, be deemed amended or reduced
         in scope, or otherwise be stricken from this agreement, to the extent
         required for the purposes of the validity and enforcement hereof.


16.7     Unless the context otherwise requires, any reference in this Agreement
         to the employment of the Executive or the Executive's last day of
         active employment refers to the Executive's employment with the
         Company.

16.8     Unless the context otherwise requires, any reference herein to Benefit
         Plans or other plans, agreements, arrangements, policies or programs of
         the "Company," or to a benefit, payment or contribution provided or to
         be provided to the Executive by the "Company" shall be understood to
         include any Benefit Plan, plan, agreement, arrangement, policy or
         program of any Associated Company, or any benefit, payment or
         contribution provided or to be provided to the Executive by any
         Associated Company, respectively.

16.9     This Agreement is governed by and shall be construed in accordance with
         the laws of the State of Delaware, and the parties to this Agreement
         hereby submit to the nonexclusive jurisdiction of the Federal and State
         Courts sitting in Wilmington, Delaware.

2.1.1  Provide executive management services to the Company and the Group in the
       United Kingdom;

2.1.2  Consult with and provide advice to the Board of Directors of the Company
       and the Company's parent company, PMSI, on business performance, policy,
       procedures and programs in the United Kingdom;

2.1.3  Supervise and coordinate the preparation and review of strategies, plans,
       budgets and projections for the Company;

2.1.4  Review, with the Group's UK-based outside advisors, tax, legal and
       financial questions relating to the operations of the Company and the
       Group;

2.1.5  Advise on the operations and performance of the Company in the United
       Kingdom;

2.1.6  Perform such related duties in the United Kingdom with respect to the
       business activities of the Company and the Group as may be assigned to
       Executive by the Boards of Directors of the Company or PMSI;

2.1.7  Do all in his power to protect, promote, develop, and extend the business
       interests and reputation of the Company and the Group within the United
       Kingdom;

2.1.8  Unless prevented by sickness, injury or other incapacity, and subject to
       the restrictions specified in Clause 16.4 hereinafter or as otherwise
       agreed by the Board of Directors, devote appropriate and necessary time
       and attention during his hours of work (which shall be normal business
       hours and such additional hours as may be necessary for the proper
       performance of his duties) to the performance of his duties and the
       business and affairs of the Company and any Associated Company for which
       he is required to perform duties;

2.1.9  Travel from time to time as may be required in connection with the
       business of the Company; provided that the Executive shall not be
       required to change his regular work location to another work location
       more than fifteen (15) miles from the Executive's residence as set forth
       above.

       comply with any policy which may from time to time be made by the Company
       in relation to cars provided by it for the use of its employees and,
       without limiting the foregoing, the Executive:

4.5.1  shall ensure that at all times when the car is driven on a public highway
       it is in the state and condition required by law; and

4.5.2  shall at all times be the holder of a valid current driving license.

4.6    Alternatively, in lieu of such car, the Executive may elect to opt for
       the Company's cash alternative scheme and take the sum of Twenty Two
       Thousand Pounds Sterling ((pound)22,000) in cash per annum, payable in
       equal monthly installments. The amount of the cash payment in lieu of the
       car shall be increased on an annual basis for each year by an amount not
       less than the percentage increase in the Retail Price Index in the United
       Kingdom for the preceding year as determined by the Government of the
       United Kingdom.

4.7    For the avoidance of doubt, the Company shall be entitled at its absolute
       discretion to withdraw the use of the car provided to Executive pursuant
       to this Clause if the Executive is disqualified from holding a valid
       current driving license; provided however, that in such event the Company
       shall pay Executive the cash alternative car allowance specified in
       Clause 4.6 hereinabove.

5.     EXPENSES

5.1    The Company shall during the continuance of Executive's employment
       reimburse him in respect of all reasonable and appropriate travel and
       accommodation (which shall include first class air travel), entertainment
       and other similar out-of-pocket expenses actually incurred or expended by
       him in the performance of his duties hereunder. Such reimbursement shall
       include, but not be limited to, the membership fees and annual dues of
       the Royal Automobile Club or an equivalent private dining and social dub
       selected by Executive where such dub is utilized primarily for
       company-related matters.

5.2    Except where specified to the contrary, all expenses shall be reimbursed
       on a monthly basis subject to the Executive submitting claims and
       providing appropriate authorized evidence (including receipts, invoices,
       tickets and/or vouchers as may be appropriate) of the expenditure in
       respect for which he claims reimbursement.

6.     HOLIDAYS

6.1    The Executive shall (in addition to the usual public and bank holidays)
       be entitled during the continuance of his employment to twelve (12)
       working days' paid holiday in each calendar year.

6.2    The Executive shall not be permitted to carry forward accumulated, used
       holiday entitlement in excess of twelve (12) days from one calendar year
       to the next.

       the event that the Executive terminates his employment for Good Reason,
       he shall have the same rights and receive the same benefits to which he
       would be entitled if the Company had terminated his employment Without
       Cause under Clause 10.1.1. The effective date of the Executive's
       termination of his employment pursuant to this Clause 10.1.3 shall be the
       date that would have been the effective date had the Company terminated
       the Executive without cause on the same date pursuant to Clause 10.1.

10.2   Termination by the Company for Cause; Termination by the Executive
       Without Good Reason. The Company may at any time terminate the
       Executive's employment for Cause by giving the Executive a Notice of
       Termination in accordance with Clause 14.2 and, if applicable, after
       complying with Clause 16.1.5 hereof. The Executive may at any time
       terminate his employment with the Company in accordance with Clause 14.2
       hereof by giving notice at least 12 months prior to the effective date of

       such termination specified in such notice. In the event of a termination
       by the Company for Cause or by the Executive without Good Reason (except
       in the case where the Executive so terminates his employment within two
       years after a Change in Control, as provided in Clause 10.1.2), the
       Executive shall be entitled to receive any unpaid amount of his then
       current salary (including unused vacation entitlements pursuant to Clause
       6.3) through the effective date of such termination, as well as any other
       benefits which shall have vested and become payable to him under the
       Benefit Plans as of such effective date.

10.3   Retirement. The employment of the Executive shall terminate automatically
       upon his retirement. "Retirement" shall mean a termination of the
       Executive's employment initiated by the Executive, other than for Good
       Reason, whereby the Executive is entitled to receive an immediately
       payable benefit, including any applicable early retirement benefit, under
       any other pension or retirement plan then generally applicable to its
       salaried employees or under any retirement arrangement established with
       respect to the Executive with his prior written consent; in either case,
       whether or not the Executive commences to receive such benefit at the
       time of such termination. In the event of the termination of the
       Executive's employment pursuant to his retirement, the Executive shall be
       entitled to any other benefits which shall have vested and become payable
       to him under the Benefit Plans as of the effective date of such
       retirement or to which the Executive is otherwise entitled upon his
       retirement under any Benefit Plan or other policy or program of the
       Company or any Associated Company in accordance with the respective terms
       of such Benefit Plan, policy or program.

10.4   Death or Disability

       the death of the Executive, his legal representatives shall be entitled
       to receive any unpaid amount of his then current salary through the
       effective date of such termination plus a further three months base
       salary, as well as any other benefits ---- which shall have vested and
       become payable to him under the Benefit Plans as of such effective date
       or to which the Executive is otherwise entitled upon his death under any
       Benefit Plan or other policy or program of the Company or any Associ ated
       Company in accordance with the respective terms of such Benefit Plan,
       policy or program.

10.5   Upon the termination of his employment the Executive, or Executive's
       legal representative as applicable, shall be entitled to accrued vacation
       pay pursuant to clause 6.3.

10.6   Notwithstanding the terms of Clause 2 or any other provision of this
       Agreement, during any period between the giving of a Notice of
       Termination and the effective date of termination in accordance with
       Clause 10, the Company shall not be under any obligation to provide the
       Executive with any work and the Company may at any time during such
       notice period without further notice suspend the Executive and/or exclude

       him from all or any premises of the Company or any Associated Company,
       provided, however, that, throughout such notice period, the Company,
       shall not make or give effect to any change in the terms and conditions
       of the Executive's employment as in effect immediately prior to the
       Reference Time (as defined below) that would constitute Good Reason under
       any of paragraphs (b) through (g) of Clause 16.1.8 (regardless of whether
       his employment is terminated for Good Reason), and the Executive's salary
       and other contractual benefits shall continue to be paid or provided by
       the Company in the manner in effect at the Reference Time. "Reference
       Time" means the time immediately prior to (i) in the case of a
       termination for Good Reason, the occurrence that constitutes such Good
       Reason, or (ii) in all other cases, the giving of the Notice of
       Termination. At any time during such notice period the Executive shall at
       the request of the Company immediately resign from office as a Director
       of the Company and any Associated Company and from other office held by
       him in the Company or any Associated Company (but without claim to
       compensation other than as provided under this Agreement) and in the
       event of his failure to do so the Company is hereby irrevocably
       authorized to appoint some person in his name and on his behalf to sign
       and deliver such resignations to the Company.

10.7   The Executive shall have no obligation to take any action to mitigate or
       offset any amounts payable by the Company pursuant to this Clause 10, by
       seeking other employment or otherwise, nor shall the amount of any
       payment provided for in this Agreement be reduced by any compensation
       earned by the Executive as a result of employment by another employer
       after the date of termination of the Executive's employment or otherwise.

10.8   The termination of the Executive's employment for any reason whatsoever
       shall not operate to terminate this Agreement as an entirety or to
       adversely affect the respective continuing rights and obligations of the
       parties under this Agreement, all of which shall survive the effective
       date of such termination of employment in accordance with their
       respective terms.

10.9   The Executive acknowledges that the Company may have in effect from time
       to time a written severance plan or policy, which plan or policy is or
       may be subject to change at the discretion of the Company. The Executive
       shall not be entitled to any notice, payment in lieu of notice or other
       severance payments under such plan or policy, but if the notice period
       (or payment) to which the Executive would have been entitled under such
       plan or policy as it may then exist is greater than the notice period (or
       payment in lieu of such notice) to which the Executive would be entitled
       under this Agreement, then the notice period (and payment in lieu
       thereof) for termination hereunder shall be deemed to be such greater
       amounts.

11.    EXECUTIVES COVENANTS

11.1   The Executive acknowledges that during the course of his employment with
       the Company he will receive and have access to Confidential Information
       of the Company and its Associated Companies (including without limitation

       those matters specified in Clause 9.2 of this Agreement, as well as
       detailed customer lists and information relating to the operations and
       business requirements of those customers) and accordingly he is willing
       to enter into the covenants described in Clauses 11.2 and 11.3 in order
       to provide the Company and its Associated Companies with what he
       considers to be reasonable protection for those interests.

11.2   The Executive hereby covenants with the Company that during the term of
       his employment he will not either directly or indirectly engage or
       participate in any activity competitive with or adverse to the business
       or interests of the Company or any of its Associated Companies.

11.3   The Executive hereby covenants with the Company that he will not of the
       period of 24 months after the Executive's last active day of employment
       without prior written consent of the Board of Directors, directly or

       the Company or any Associated Company any person who at the date of the
       Executive's last active day of employment or at any time during the
       period of six months prior to that date is employed or engaged by the
       Company or any Associated Company as a head of any business unit, the
       direct report of such business, unit head, or any other key technical,
       marketing or sales position and with whom the Executives shall have had
       contact during the course of his employment (whether or not such a person
       would commit a breach of his contract of employment by so doing).

11.4   The Executive hereby agrees that he will at the cost of the Company enter
       into a direct agreement or undertaking with any Associated Company
       whereby he will accept restrictions and provisions corresponding to the
       restrictions and provisions in Clause 11.3 above (or such of them as may
       be appropriate in the circumstances) in relation to such activities and
       such country or countries as such Associated Company may reasonably
       require for the protection of its legitimate business interests.

11.5   Notwithstanding the generality of the covenants contained in Clause 11.3
       those covenants shall apply only with respect to those countries in which
       the Company or any Associated Company has transacted any business during
       the 12 months prior to the date of Executive's last active day of
       employment in which the Executive has been involved.

11.6   Nothing contained herein shall prohibit the Executive from (x) holding
       directly or through nominees up to two percent of the outstanding stock
       of any publicly-held and traded company or shares or an equity interest
       in PERQ/HCI, a majority-owned subsidiary of VNU, a Dutch public company,
       ("PERQ/HCI"), a company formed as a result of the purchase by VNU of
       Healthcare Communications Inc. ("HCI"), previously a privately-held
       corporation organized under the laws of the State of Delaware, solely for
       investment. purposes, or (y) serving as a director of PERQ/HCI, during
       the continuance of his employment pursuant to this Agreement; provided,
       however, that if any private company in which Executive directly holds
       shares is merged with a publicly-held company and, as a result of such
       merger, Executive's holdings are in excess of two percent of the public
       entity, such holdings shall not be deemed to have caused a violation of
       this Agreement.

11.7   The covenants contained in Clauses 11.3.1, 11.3.2, 11.3.3, 11.3.4 and
       11.3.5 are intended to be separate and severable and enforceable as such.

11.8   In the event of a breach of Clauses 11.3.1, 11.3.2, 11.3.3, 11.3.4, or
       11.3.5, the Executive acknowledges that in addition to any other remedies
       available under law to the Company and any Associated Company, the
       Company and any Associated Company may be entitled to an injunction
       enjoining the Executive or any person or persons acting for or with the
       Executive in any capacity whatsoever from violating any of the terms
       thereof.

12.1   For statutory purposes there is no formal disciplinary procedure in
       relation to the Executive's employment. The Executive shall be expected
       to maintain the highest standards of integrity and behavior.

12.2   If the Executive is not satisfied with any disciplinary decision taken in
       relation to him he may apply in writing within 14 days of that decision
       to the Board of Directors whose decision shall be final.

12.3   If the Executive has any grievance in relation to his employment he may
       raise it in writing with the Board of Directors whose decision shall be
       final.

13.    ASSIGNMENT

13.1   The Company may assign its rights or delegate its performance, in whole
       or in part, to any of its Associated Companies; provided that any such
       assignment or delegation shall not affect the Executive's position with
       the Company. This Agreement shall be binding upon and shall inure to the
       benefit of the Company and any successor of the Company. In the event of
       any permitted assignment, the Company shall guarantee the performance of
       this Agreement by the Associated Company.

13.2   This Agreement shall be binding upon and shall inure to the benefit of
       Executive, his legal representatives and assigns, except that Executive's
       obligations to perform services under this Agreement are personal and are
       expressly declared to be non-assignable and non-transferable by him
       without the consent in writing of the Company.

13.3   In the event of a Change in Control, the Company shall require the
       successor to the Company as the Executive's employer (whether such
       succession is direct or indirect, by purchase, merger, consolidation or
       otherwise, to all or a substantial portion of the business and/or assets
       of the Company) to expressly assume and agree to perform this Agreement
       in the same manner and to the same extent that the Company would be
       required to perform it if no such succession had taken place. As used in
       this Agreement, the term "Company" shall mean the Company as hereinbefore
       defined and any successor to all or a substantial portion of its business
       and/or assets as aforesaid.

14.    NOTICES

14.1   Any notice to be given under this Agreement shall be given in writing and
       shall be deemed to be sufficiently served by one party or the other if it
       is delivered personally or is sent by facsimile transmission, overnight
       delivery service or registered or recorded delivery prepaid post (air
       mail if overseas) addressed to either the Company's registered office for
       the time being or the Executive's last known address as the case may be.

14.2   Any purported termination of the Executive's employment by the Company or

15.1   The Executive hereby warrants that by virtue of entering into this
       Agreement he will not be in breach of any express or implied terms of any
       court order, contract or of any other obligation legally binding upon
       him.

15.2   Any benefits provided by the Company to the Executive or his family which
       are not expressly referred to in this Agreement shall be regarded as ex
       gratia benefits provided at the entire discretion of the Company and
       shall not form part of the Executive's contract of employment.

15.3   Except as expressly provided in this Clause 15, the Executive shall be
       responsible for the payment of all individual taxes on all amounts paid
       or benefits provided to him under this Agreement. All compensation
       (including without limitation, salary and any severance payments) paid to
       the Executive shall be subject to such deductions as from time to time
       may be required by law or regulation subject to agreement with, or
       consent of, the Executive which would not be unreasonably withheld.

15.4   Any waiver by either party of any breach of any provision of this
       Agreement must be set forth in writing signed by such party, in order for
       it to be effective, and no such waiver shall operate as a waiver of any
       subsequent breach of that provision or any breach of any other provision
       of this Agreement.

15.5   This Agreement may be executed in two or more counterparts, each of which
       shall be deemed an original and all of which together shall constitute
       one and the same instrument.

15.6   The Company and PMSI will indemnify the Executive (and his legal
       representatives, heirs, estate or other successors) to the fullest extent
       provided (including payment of expenses in advance of final disposition
       of any proceeding) under Section 310 of the Companies Act 1985 and the
       Articles of Association and By-Laws of the Company as in effect at such
       time or on the date of this Agreement, or by the terms of any
       indemnification agreement between the Company and the Executive,
       whichever affords or afforded greatest protection to the Executive, and
       the Executive shall be entitled to the protection of any insurance
       policies the Company or any Associated Company may elect to maintain
       generally for the benefit of its directors and officers (and to the
       extent the Company or an Associated Company maintains such an insurance
       policy or policies), the Executive shall be covered by such policy or

       policies, in accordance with its or their terms, to the maximum extent of
       the coverage available for a person serving or having served in the
       positions and offices in which the Executive is serving or has served),
       against all costs, charges and expenses whatsoever incurred or sustained
       by him (or his legal representatives, heirs, estate or other successors)
       at the time such costs, charges and expenses are incurred or sustained,
       in connection with any action, suit or proceeding to which he (or his
       legal representatives, heirs, estate or other successors) may be made a
       party by reason of his being or having been a director, officer or
       employee of the Company or any Associated Company, or by reason of his
       serving or having served any other enterprise as a director, officer or
       employee at the request of the Company or any Associated Company.

15.7   The Company or PMSI shall maintain in force directors' and officers'
       liability insurance for a minimum of $10 million and shall afford
       Executive the maximum protection available under the terms of that policy
       for the performance of his duties as an officer and director of the
       Company.

15.8   In the event of a dispute between the Executive and the Company with
       respect to any of the Executive's rights under this Agreement, the
       Company shall reimburse the Executive for any and all legal fees and
       disbursements incurred by him in connection with enforcing such rights,
       at the time such fees and disbursements are incurred (but in no event
       more frequently than monthly); provided, however, that if the Executive's
       claim is found by a court of competent jurisdiction to have been
       frivolous, the Executive shall reimburse the Company for all amounts paid
       by the Company pursuant to this Clause 15.8.

16.    DEFINITIONS AND INTERPRETATION

16.1   In this Agreement unless the context otherwise requires or as otherwise

       The Company and the Associated Companies.

16.2   The headings in this Agreement are for convenience only and shall not
       affect its construction or interpretation.

16.3   Any reference in this Agreement to a statutory provision shall be deemed
       to include a reference to any statutory amendment, modification or
       re-enactment of it or to any legislation that supersedes it.

16.4   This Agreement contains the entire understanding between the parties and
       supersedes all prior agreements, arrangements and understandings (written
       or oral) relating to the employment of the Executive with the Company
       (other than Executive's activities on behalf of the Group in the United
       Kingdom and his compensation therefor). The parties acknowledge that PMSI
       and Executive have entered into an Employment Agreement relating to
       Executive's services outside of the United Kingdom for an aggregate
       period not to exceed one hundred forty (140) working days each year.

       The parties hereto have agreed that, in the case of conflict, the
       performance of Executive's duties under the Employment Agreement with
       PMSI shall take precedence over the performance of Executive's duties
       under this Executive Services Agreement. The parties hereto expressly
       agree that the term of employment set forth in Clause 1 of this Agreement
       shall not be terminated or affected in any way, and Executive's
       remuneration under this Agreement shall not be changed by the termination
       for any reason whatsoever of Executive's employment with PMSI, the intent

       being that each employment shall be separate from and independent of the
       other.

16.5   The various Clauses of this Agreement are severable and if any Clause or
       identifiable part thereof is held to be invalid or unenforceable by any
       court of competent jurisdiction then such invalidity or unenforceability
       shall not affect the validity or enforceability of the remaining Clauses
       or identifiable part thereof in this Agreement, and the parties hereto
       agree that the portion so held invalid, unenforceable or void shall, if
       possible, be deemed amended or reduced in scope, or otherwise be stricken
       from this agreement, to the extent required for e purposes of the
       validity and enforcement hereof.

16.6   Unless the context otherwise requires, any reference in this Agreement to
       the employment of the Executive or the Executive's last day of active
       employment refers to the Executive's employment with the Company.

16.7   Unless the context otherwise requires, any reference herein to Benefit
       Plans or other plans, agreements, arrangements, policies or programs of
       the "Company," or to a benefit, payment or contribution provided or to be
       provided to the Executive by the "Company" shall be understood to include
       any Benefit Plan, plan, agreement, arrangement, policy or program of any
       Associated Company, or any benefit, payment or contribution provided or
       to be provided to the Executive by any Associated Company, respectively.

16.8   This Agreement is governed by and shall be construed in accordance with
       the law of the United Kingdom.

2.1.1     Serve the Company to the best of her ability in the capacity
          of Executive Vice President of the Company and Chief
          Executive Officer of SLA and manage affairs of SLA in
          accordance with the policies and procedures established by
          the Chief Executive Officer of the Company, to whom the
          Executive shall report; and

2.1.2     Faithfully and diligently perform such duties and exercise
          such powers consistent with such office, subject to the
          direction and supervision of the Chief Executive Officer of
          the Company; and

2.1.3     If and so long as the Chief Executive Officer so directs,
          perform and exercise the said duties and powers on behalf of
          any Associated Company and act as an officer of any Associ-
          ated Company; and

2.1.4     Do all in her power to protect, promote, develop, and extend
          the business interests and reputation of the Company; and

2.1.5     At all times and in all respects conform to and comply with
          the lawful and reasonable directions of the Chief Executive
          Officer including all authority levels and procedures from
          time to time specified by the Chief Executive Officer; and

2.1.6     Promptly give to the Chief Executive Officer (in writing if
          so requested) all such information, explanations and
          assistance as he may require in connection with the business
          and affairs of the Company and any Associated Company; and

2.1.7     Unless prevented by sickness, injury or other incapacity or
          as otherwise agreed by the Chief Executive Officer, devote
          the whole of her time, attention and abilities during her
          hours of work (which shall be normal business hours and such
          additional hours as may be necessary for the proper
          performance of her duties) to the performance of her duties
          and the business and affairs of the Company and any
          Associated Company for which she is required to perform
          Duties; and

2.1.8     Work at such offices of the Company as the Company may
          direct and travel from time to time as may be required in
          connection with the business of the Company and any Associ-
          ated Company for which she is required to perform duties.

          Executive at any time without Cause by giving the Executive a Notice
          of Termination in accordance with Clause 12.2 hereof at least 24
          months prior to the effective date of such termination specified in
          such notice. The executive may terminate her employment by the Company
          at any time for Good Reason by giving a Notice of Termination to the
          Company in accordance with Clause 12.2 hereof, and the effective date
          of such termination shall be deter mined in accordance with Clause
          9.1.3.

9.1.1     Except as provided in Clause 9.1.2, in the event that the Executive's
          employment is terminated by the Company Without Cause:

          (a)       the Company shall pay to the Executive, within 30 days after
                    the Notice of Termination is given, a lump-sum cash amount
                    equal to (i) two times the sum of (A) her then current
                    annual salary under Clause 3 and (B) 40% of her then current
                    annual salary under Clause 3 (representing her annual bonus
                    for the achievement of 100% of performance objectives,
                    irrespective of whether performance objectives have been
                    achieved), plus (ii) an additional amount of salary equal to
                    all of the Executive's accrued unused vacation entitlement
                    up to a maximum of eight weeks; plus (iii) the cash
                    equivalent of all emoluments specified hereinabove (except
                    those the Company shall continue to provide pursuant to
                    Clause 9.1.1(b) during the period of twenty-four (24) months
                    following the effective date of such termination; and
                    provided further that in the event of a termination for Good
                    Reason pursuant to Clause 14.1.8(b), the annual salary used
                    for computation under this Clause 9.1.1(a) shall be the one
                    in effect prior to the reduction referred to in clause
                    14.1.8(b). Executive shall have the right to request and
                    receive the aggregate lump sum payment comprising
                    subclauses (i), (ii), and (iii) hereinabove in installments
                    designated by Executive paid over the calendar year of the
                    effective date of termination and the subsequent two
                    calendar years;

          (b)       for a period of twenty-four (24) months after the effective
                    date of such termination, the Company shall provide the
                    Executive with life, health, disability and other insurance
                    benefits for the Executive and her dependents under the
                    benefit plans, at the respective levels of coverage in
                    effect at the time the Notice of Termination is given, or

                    the cash equivalents of the foregoing (less any contribution
                    to such benefits plans made through a payroll deduction
                    charged to the Executive immediately prior to such effective
                    date in respect of any such benefits), provided, however,
                    that nothing contained herein is intended to affect
                    Executive's eligibility for COBRA coverage upon termination
                    of her employment with the Company;

          (c)       the Company shall vest as of the time of such termination
                    all options granted to the Executive under the Stock Option
                    Plan and allow the Executive a period ending twenty-four
                    months after the effective date of the termination of her
                    employment within which to exercise such options;

          (d)       if so requested by Executive the Company shall provide
                    outplacement services to Executive, for a period not to
                    exceed twelve (12) months following the effective date of
                    termination, with a nationally-recognized outplacement firm
                    selected by the Company.

9.1.2     Notwithstanding the other provisions of this Clause 9.1, in the event
          that the Company terminates the Executive's employment Without Cause
          in anticipation of, or pursuant to a Notice of Termination delivered
          to the Executive within two years after a Change in Control:

          (a)       the Company shall pay to the Executive, within 30 days after
                    the Notice of Termination is given, a lump-sum cash amount
                    equal to (i) three times the sum of (A) her then current
                    annual salary under Clause 3 and (B) 40% of her then current
                    annual salary under Clause 3 (representing her annual bonus
                    for the achievement of 100% of performance objectives,
                    irrespective of whether performance objectives have been
                    achieved), plus (ii) an additional amount of salary equal to
                    all of the Executive's accrued unused vacation entitlement
                    up to a maximum of eight weeks; plus (iii) the cash
                    equivalent of all emoluments specified hereinabove (except
                    those the Company shall continue to provide pursuant to
                    Clause 9.1.2(b) during the period of thirty-six (36) months
                    following the effective date of such termination; and
                    provided further that in the event of a termination for Good
                    Reason pursuant to Clause 14.1.8(b), the annual salary used
                    for computation under this Clause 9.1.2(a) shall be the

                    one in effect prior to the reduction referred to in Clause
                    14.1.8(b). Executive shall have the right to request and
                    receive the aggregate lump sum payment comprising
                    subclauses (i), (ii), and (iii) herein above in installments
                    designated by Executive paid over the calendar year of the
                    effective date of termination and the subsequent two
                    calendar years;

          (b)       for a period of thirty-six (36) months after the effective
                    date of such termination, the Company shall provide the
                    Executive with life, health, disability and other insurance
                    benefits for the Executive and her dependents under the
                    benefit plans, at the respective levels of coverage in
                    effect at the time the Notice of Termination is given, or
                    the cash equivalents of the foregoing (less any contribution
                    to such benefits plans made through a payroll deduction
                    charged to the Executive immediately prior to such
                    effective date in respect of any such benefits); provided,
                    however, that nothing contained herein is intended to
                    affect Executive's eligibility for COBRA coverage upon
                    termination of her employment with the Company;

          (c)       the Company shall vest as of the time of such Change in
                    Control all options granted to the Executive under the
                    Stock Option Plan and allow the Executive a period ending
                    twenty-four months after the effective date of the
                    termination of her employment within which to exercise such
                    options; and;

          (d)       the Company shall provide outplacement services to
                    Executive, for a period not to exceed twelve (12) months
                    following the effective date of termination, with a
                    nationally-recognized outplacement firm selected by the
                    Company.

9.1.3     Except as provided in Clause 9.1.2, in the event that the Executive
          terminates her employment for Good Reason, she shall have the rights
          and receive the benefits to which she would be entitled if the Company
          had terminated her employment without Cause by delivering a Notice of
          Termination under Section 9.1.1. The effective date of the
          Executive's termination of her employment pursuant to this Clause
          9.1.3 shall be the date specified in Executive's Notice of
          Termination; provided, however, that, under no circumstances shall
          the Executive specify an effective date less than one hundred twenty

          (120) days after the date of such notice. In such event, the
          Executive shall receive the benefits provided in Clause 9.1.1 on the
          effective date of termination of her employment.

9.1.4     In the event of a dispute between the Executive and the Company with
          respect to any of the Executive's rights under this Agreement, the
          Company shall reimburse the Executive for any and all legal fees and
          disbursements incurred by her in connection with enforcing such
          rights, at the time such fees and disbursements are incurred (but in
          no event more frequently than monthly); provided, however, that if the
          Executive's claim is found by a court of competent jurisdiction to
          have been frivolous, the Executive shall reimburse the Company for all
          amounts paid by the Company pursuant to this Clause 9.1.4.

9.2       Termination by the Company for Cause; Termination by the Executive
          Without Good Reason. The Company may at any tine terminate the
          Executive's employment for Cause by giving the Executive a Notice of
          Termination in accordance with Clause 12.2 and, if applicable, after
          complying with Clause 14.1.5 hereof. The Executive may at any time
          terminate her employment with the Company in accordance with Clause
          12.2 hereof at least twelve (12) months prior to the effective date of
          such termination specified in such notice. In the event of a
          termination by the Company for Cause or by the Executive without Good
          Reason (except in the case where the Executive so terminates her
          employment within two years after a Change in Control, as provided in
          Clause 9.1.2), the Executive shall be entitled to receive any unpaid
          amount of her then current salary (including unused vacation
          entitlements pursuant to Clause 6.3) through the effective date of
          such termination, as well as any other benefits which shall have
          vested and become payable to her under the Benefit Plans as of such
          effective date.

9.3       Retirement. The employment of the Executive shall terminate
          automatically upon her retirement. In the event of the termination of
          the Executive's employment pursuant to her retirement, the Executive
          shall be entitled to any other benefits which shall have vested and
          become payable to her under the Benefit Plans as of the effective date
          of such retirement or to which the Executive is otherwise entitled
          upon her retirement under any Benefit Plan or other policy or program
          of the Company or any Associated Company in accordance with the

          respective terms of such Benefit Plan, policy or program.

9.4       Death or Disability

9.4.1     Disability. Subject to the requirements of the Americans with
          Disabilities Act of 1990, as amended, the Family and Medical Leave Act
          of 1993, as amended, and/or any other legislation applicable to the
          Executive's employment by the Company, the Company may terminate
          employment of the Executive, by giving her a Notice of Termination not
          less than six months prior to the effective date of such termination
          specified in such notice, if the Executive shall have been absent from
          work due to sickness, injury or other incapacity for more than 183
          days in the aggregate during any period of 12 consecutive months or
          if, in the opinion of a physician or other appropriate expert selected
          by the Company, the Executive is likely to be unable to perform her
          duties for more than 183 days in the aggregate during any period of
          12 consecutive months; provided, that the Company shall withdraw such
          notice if during its pendency the Executive returns to full-time work
          and provides the Company with a certificate from a physician or other
          appropriate expert reasonably acceptable to the Company stating that
          she has fully recovered and that no recurrence of such incapacity may
          reasonably be anticipated, and provided further that if the Executive
          returns to work after a period of absence which would have entitled
          the Company to terminate her employment the Company shall, after she
          has completed a period of three consecutive months at work without
          further material absence due to such sickness, injury or other
          incapacity, be deemed to have waived its rights to terminate her
          employment based on such previous period of absence. Circumstances
          justifying termination of the Executive's employment by the Company
          pursuant to this Clause 9.4.1 are referred to herein as "Disability".

9.4.2     Death. The employment of the Executive by the Company shall terminate
          automatically upon her death.

9.4.3     Benefits upon Disability. In the event of termination of employment
          due to Disability the Company shall continue to pay Executive's salary
          and bonus for achieving 100% of her performance objectives under
          Clause 3 and provide the other emoluments and benefits specified
          hereinabove for a period of six (6) months from the date of
          termination hereunder; and cause the vesting of all of the stock
          options granted to Executive under the Stock Option Plan and allow

          the Executive a period of eighteen (18) months from the effective date
          of termination within which to exercise such options.

9.4.4     Benefits upon Death. In the event of a termination of employment due
          to death of the Executive, her legal representatives shall be entitled
          to receive any unpaid amount of her then current salary through the
          effective date of such termination as well as any other benefits which
          shall have vested and become payable to her under the Benefit Plans as
          of such effective date or to which the Executive is otherwise entitled
          upon her death under any Benefit Plan or other policy or program of
          the Company or any associated Company in accordance with the
          respective terms of such Benefit Plan, policy or program.

9.5       Upon the termination of her employment the Executive shall be entitled
          to accrued vacation pay pursuant to clause 6.3.

9.6       Notwithstanding the terms of Clause 1.2 or any other provision of this
          Agreement, during any period between the giving of a Notice of
          Termination and the effective date of termination in accordance with
          this Clause 9, the Company shall not be under any obligation to
          provide the Executive with any work and the Company may at any time
          during such notice period without further notice suspend the Executive
          and/or exclude her from all or any premises of the Company or any
          Associated Company, provided, however, that, throughout such notice
          period, the Company shall not make or give effect to any change in the
          terms and conditions of the Executive's employment as in effect
          immediately prior to the Reference Time (as defined below) that would
          constitute Good Reason under any of paragraphs (b) through (g) of
          Clause 14.1.8 (regardless of whether her employment is terminated for
          Good Reason), and the Executive's salary and other contractual
          benefits shall continue to be paid or provided by the Company in the
          manner in effect at the Reference Time. "Reference Time" means the
          time immediately prior to (i) in the case of a termination for Good
          Reason, the occurrence that constitutes such Good Reason, or (ii) in
          all other cases, the giving of the Notice of Termination. At any time
          during such notice period the Executive shall at the request of the
          Company immediately resign from office as a Director of the Company
          and any Associated Company and from other office held by her in the
          Company or any Associated Company (but without claim to compensation

10.1      The Executive acknowledges that during the course of her employment
          with the Company she will receive and have access to Confidential
          Information of the Company and its Associated Companies (including
          without limitation those matters specified in Clause 8.2 of this
          Agreement, as well as detailed client/customer lists and information
          relating to the operations and business requirements of those
          clients/customers) and accordingly she is willing to enter into the
          covenants described in Clauses 10.2 and 10.3 in order to provide

          the Company and its Associated Companies with what she considers to be
          reasonable protection for those interests.

10.2      The Executive hereby covenants with the Company that during the term
          of her employment she will not either directly or indirectly engage or
          participate in any activity competitive with or adverse to the
          business or interests of the Company or any of its Associated
          Companies.

10.3      The Executive hereby covenants with the Company that she will not for
          the period of 24 months after the Executive's last active day of
          employment without prior written consent of the Chief Executive
          Officer, directly or indirectly:

10.3.1    carry on or set up or be employed or engaged by or otherwise assist in
          or be interested in any capacity (including without limitation as a
          shareholder) in any line of business in competition with any line of
          business which is part of the Business of the PMSI Group with which
          the Executive has had involvement and which the Company or any
          Associated Company is carrying on during the 12 months preceding the
          Executive's last active day of employment; or

10.3.2    carry on or set up or be employed or engaged by or otherwise assist in
          or be interested in any capacity (including without limitation as a
          shareholder) a business which competes or will compete with any
          business of the Company or any Associated Company which is planned or
          contemplated at the date of the Executive's last active day of
          employment in any country in which the business is planned or
          contemplated to operate and which plans the Executive has been
          involved with to a material extent; or

10.3.3    in connection with the carrying on of any businesses which is in
          competition with the Business of the Group canvass, solicit or
          approach or cause to be canvassed or solicited or approached for
          orders in respect of any services provided and/or any goods sold by
          the Company or any Associated Company any person, firm or company who
          or which at the date of the Executive's last active day of employment
          or at any time during the period of 12 months prior to that date is a
          supplier, customer or client of the Company or any Associated Company
          and with whom or which the Executive shall have had dealings during
          the course of her employment; or

10.3.4    in connection with the carrying on of any business in competition with
          the Business of the Group do business with any person, firm or company
          who or which has at any time during the period of 12 months
          immediately preceding the date of the Executive's last active date of
          employment done business with the Company or any Associated Company,
          customer or client or distributor or consultant and with whom or which
          the Executive shall have had dealings during the course of her
          employment; or

10.3.5    solicit, entice away or hire or endeavor to solicit or entice away
          from the Company or any Associated Company any person who at the date
          of the Executive's last active day of employment or at any time during
          the period of six months prior to that date is employed or engaged by
          the Company or any Associated Company as a head of any business unit,
          the direct report of such business unit head, or any other key
          technical, marketing or sales position and with whom the Executive
          shall have had contact during the course of her employment (whether or
          not such a person would commit a breach of his or her contract of
          employment by so doing).

10.4      The Executive hereby agrees that she will at the cost of the Company
          enter into a direct agreement or undertaking with any Associated
          Company whereby she will accept restrictions and provisions
          corresponding to the restrictions and provisions in Clause 10.3 above
          (or such of them as may be appropriate in the circumstances) in
          relation to such activities and such country or countries as such
          Associated Company may reasonably require for the protection of its
          legitimate business interests.

10.5      Notwithstanding the generality of the covenants contained in Clause
          10.3, those covenants shall apply only with respect to those countries
          in which the Company or any Associated Company has transacted any
          business during the 12 months prior to the date of Executive's last
          active day of employment in which the Executive has been involved,
          except that during the 24- month period after the Executive's last
          active day of employment the Executive may not be engaged or employed
          by or render any services to or for the benefit of IMS Health Inc.,
          National Data Corporation, Snyder Communications, Inc. or Quintiles
          Transnational Corporation or any of their direct or indirect
          subsidiaries, wherever located, except with the prior consent of the
          Chief Executive Officer.

10.6      Nothing contained herein shall prohibit the Executive from holding
          directly or through nominees up to two percent of the outstanding
          stock of any publicly-held and traded company or shares.

10.7      The covenants contained in Clauses 10.3.1, 10.3.2, 10.3.3, 10.3.4 and
          10.3.5 are intended to be separate and severable and enforceable as
          such.

10.8      In the event of a breach of Clauses 10.3.1, 10.3.2, 10.3.3, 10.3.4, or
          10.3.5, the Executive acknowledges that in addition to any other
          remedies available under law to the Company and any Associated
          Company, the Company and any Associated Company may be entitled to an
          injunction enjoining the Executive or any person or persons acting for
          or with the Executive in any capacity whatsoever from violating any of
          the terms thereof.

11.       ASSIGNMENT

11.1      The Company may assign its rights or delegate its performance, in
          whole or in part, to any of its Associated Companies; provided that
          any such assignment or delegation shall not affect the Executive's
          position with the Company. This Agreement shall be binding upon and
          shall inure to the benefit of the Company and any successor of the
          Company. In the event of any permitted assignment, the Company shall
          guarantee the performance of this Agreement by the Associated Company.

11.2      This Agreement shall be binding upon and shall inure to the benefit of
          Executive, her legal representatives and assigns, except that
          Executive's obligations to perform services under this Agreement are
          personal and are expressly declared to be non-assignable and
          non-transferable by her without the consent in writing of the Company.

11.3      In the event of a Change in Control, the Company shall require the
          successor to the Company as the Executive's employer (whether such
          succession is direct or indirect, by purchase, merger, consolidation
          or otherwise, to all or a substantial portion of the business and/or
          assets of the Company) to expressly assume and agree to perform this
          Agreement in the same manner and to the same extent that the Company
          would be required to perform it if no such succession had taken place.
          As used in this Agreement, the term "Company" shall mean the Company
          as hereinbefore defined and any successor to all or a substantial
          portion of its business and/or assets as aforesaid.

12.1      Any notice to be given under this Agreement shall be given in writing
          and shall be deemed to be sufficiently served by one party on the
          other if it is delivered personally or is sent by facsimile
          transmission, overnight delivery service or registered or recorded
          delivery prepaid post (air mail if overseas) addressed to either the
          Company's registered office for the time being or the Executive's last
          known address as the case may be.

12.2      Any purported termination of the Executive's employment by the Company
          or by the Executive shall not be effective unless communicated by
          written Notice of Termination to the other party hereto in accordance
          with Clause 12.1 above and the relevant provisions of Clause 9. A
          Notice of Termination shall identify the specific termination
          provision of this Agreement relied upon, shall specify the intended
          effective date of such termination (which date shall comply with the
          notice period requirements of the provision so identified) and shall
          set forth in reasonable detail the facts and circumstances claimed to
          provide a basis for termination under the provision so identified.

13.       MISCELLANEOUS

13.1      The Executive hereby warrants that by virtue of entering into this
          Agreement she will not be in breach of any express or implied terms of
          any court order, contract or of any other obligation legally binding
          upon her.

13.2      Any benefits provided by the Company to the Executive or her family
          which are not expressly referred to in this Agreement shall be
          regarded as ex gratia benefits provided at the entire discretion of
          the Company and shall not form part of the Executive's contract of
          employment.

13.3      Except as expressly provided in this Clause 13, the Executive shall be
          responsible for the payment of all individual taxes on all amounts
          paid or benefits provided to her under this Agreement. All
          compensation (including without limitation, salary and any severance
          payments) paid to the Executive shall be subject to such deductions as
          from time to time may be required by law or regulation or by
          agreement with, or consent of the Executive.

13.4      Any waiver by either party of any breach of any provision of this
          Agreement must be set forth in a writing signed by such party, in
          order for it to be effective, and no such waiver shall operate as a
          waiver of any subsequent breach of that provision or any breach of any
          other provision of this Agreement.

13.5      This Agreement may be executed in two or more counterparts, each of
          which shall be deemed an original and all of which together shall
          constitute one and the same instrument.

13.6      The Company will indemnify the Executive (and her legal
          representatives, heirs, estate or other successors) to the fullest
          extent permitted (including payment of expenses in advance of final
          disposition of any proceeding) by the laws of the jurisdiction of the
          incorporation of the Company as in effect at the time of the subject
          act or omission, or by the Certificate of Incorporation and by-laws of
          the Company as in effect at such time or on the date of this
          Agreement, or by the terms of any indemnification agreement between
          the Company and the Executive, whichever affords or afforded greatest
          protection to the Executive, and the Executive shall be entitled to
          the protection of any insurance policies the Company or any Associated
          Company may elect to maintain generally for the benefit of its
          directors and officers (and to the extent the Company or an Associated
          Company maintains such an insurance policy or policies, the Executive
          shall be covered by such policy or policies, in accordance with its or
          their terms, to the maximum extent of the coverage available for a
          person serving or having served in the positions and offices in which
          the Executive is serving or has served), against all costs, charges
          and expenses whatsoever incurred or sustained by her (or her legal
          representatives, heirs, estate or other successors) at the time such
          costs, charges and expenses are incurred or sustained, in connection
          with any action, suit or proceeding to which she (or her legal
          representatives, heirs, estate or other successors) may be made a
          party by reason of her being or having been a director, officer or
          employee of the Company or any Associated Company, or by reason of her
          serving or having served any other enterprise as a director, officer
          or employee at the request of the Company or any Associated Company.

14.1      In this Agreement unless the context otherwise requires or as
          otherwise defined herein the following expressions have the following
          meanings:

14.1.1    "Associated Company"

          Any company which is a direct or indirect subsidiary of the Company.

14.1.2    "Benefit Plans"

          The 401(k) plan and other pension, retirement, life insurance medical,
          health, accident, disability, welfare, savings, deferred compensation
          or similar plans of the Company and its Associated Companies.

14.1.3    "the Board of Directors"

          The Board of Directors for the time being of the Company including any
          duly appointed committee thereof.

14.1.4    "the Business of the Group"

          The business of the Company and the Associated Companies as described
          in the Schedule hereto and such other business or businesses as the
          Company or any Associated Company may enter into from time to time of
          which the Executive is aware.

14.1.5    "Cause"

          Any of the following:

          (a)       the Executive's willful and continued failure substantially
                    to perform her duties hereunder (other than as a result of
                    sickness, injury or other physical or mental incapacity or
                    as a result of termination by the Executive for Good
                    Reason); provided, however, that such failure shall
                    constitute "Cause" only if (x) the Company delivers a
                    written demand for substantial performance to the Executive
                    that specifies the manner in which the Company believes the
                    Executive has failed substantially to perform her duties
                    hereunder and (y) the Executive shall not have corrected
                    such failure within 10 business days after her receipt of
                    such demand;

          (b)       willful misconduct by the Executive in the performance of
                    her duties hereunder that is demonstrably and materially
                    injurious to the Company or any Associated Company for which
                    she is required to perform duties hereunder;

          (c)       the Executive's conviction of (or plea of nolo contendere
                    to) a felony under the laws of the United States or any
                    state thereof or a criminal offense under the laws of any
                    other non-U.S. jurisdiction that would constitute a felony
                    under the laws of the United States or of the state of
                    Delaware; or

          (d)       the Executive's illegal or continuing immoderate use or
                    abuse of alcoholic beverages or drugs in a manner that
                    materially impairs the Executive's ability to perform her
                    duties under this Agreement or materially adversely affects
                    the Executive's or the Company's reputation with customers
                    or in the community as a whole; provided, however, that this
                    clause (d) shall not apply to use of prescription drugs in
                    the manner prescribed by a physician or other duly licensed
                    medical or health practitioner authorized to issue
                    prescriptions for such prescription drugs.

          No action, or failure to act, shall be considered "willful" if it is
          done by the Executive in good faith and with the reasonable belief
          that her action or omission was in the best interest of the Company.

14.1.6    "Change in Control"

          The occurrence of any of the following:

          (a)       any event pursuant to which any "Person" becomes an
                    "Acquiring Person" (as such terms are defined in that
                    certain Agreement dated as of January 28, 1998 between the
                    Company and Harris Trust Company of New York as Rights
                    Agent, as such Agreement initially entered into effect as of
                    such date);

          (b)       a merger, consolidation, exchange, combination or other
                    transaction involving the Company and another entity (or the
                    securities of the Company and such other entity) as a result
                    of which the holders of all of the shares of Common Stock of
                    the Company outstanding prior to such transaction do not
                    hold, directly or indirectly, shares of the outstanding
                    voting securities of, or other voting ownership interests

                    in, the surviving, resulting or successors entity in such
                    transaction in substantially the same proportions as those
                    in which they held the outstanding shares of Common Stock of
                    the Company immediately prior to such transaction;

          (c)       the sale, transfer, assignment or other disposition by the
                    Company and/or one of more Associated Companies, in one
                    transaction or a series of transactions within any period of
                    18 consecutive calendar months which account for an
                    aggregate of 50% or more of the assets or 50% or more of the
                    consolidated revenues of the Company and its subsidiaries,
                    as determined in accordance with U.S. generally accepted
                    accounting principles, for the fiscal year most recently
                    ended prior to the date of such transaction (or, in the case
                    of a series of transactions as described above, the first
                    such transaction); provided, however, that no such
                    transaction shall be taken into account if substantially all
                    the proceeds thereof (whether in cash or in kind) are used
                    after such transaction in the ongoing conduct by the Company
                    and/or its subsidiaries of the business conducted by the
                    Company and/or its subsidiaries prior to such transaction;

          (d)       the Company is dissolved; or

14.1.7    "the Chief Executive Officer"

          The Chief Executive Officer of the Company.

14.1.8    "Good Reason"

          The occurrence of any of the following (other than by reason of a
          termination of the Executive for Cause or Disability):

          (a)       the position or responsibilities of the Executive are
                    significantly reduced, (including, without limitation, by
                    reason of the elimination of the position of the Executive
                    Vice President of the Company and Chief Executive Officer of
                    SLA or by reason of a material change in the reporting
                    responsibilities to and of such position, or, following a
                    Change in Control, by reason of a substantial reduction in
                    the size of the Company or other substantial change in the
                    character or scope of the Company's operations), or the

          (h)       the Company fails to obtain from any successor and to
                    deliver to the Executive such successor's written agreement
                    to assume and agree to perform the Company's obligations
                    under this Agreement.

          If the Executive delivers to the Company a Notice of Termination in
          connection with an event described in Clauses (a) through (h) above,
          the Company shall have 10 business days from the date of receipt of
          such notice to effect a cure of the event described therein, and upon
          cure thereof by the Company to the Executive's reasonable
          satisfaction, such event shall no longer constitute "Good Reason" for
          purposes of this Agreement.

14.1.9    "Intellectual Property"

          Letters patent, trademarks, trade names, service marks, designs,
          copyrights, utility models, design rights, applications for
          registration of any of the foregoing and the right to apply for them
          in any part of the world, inventions, drawings, computer programs and
          software, trade secrets and other non-public proprietary information,
          know-how and rights of like nature arising or subsisting anywhere in
          the world in relation to all of the foregoing whether registered or
          unregistered.

14.1.10   "IRS"

          The United States Internal Revenue Service, or any successor agency of
          the United States Government.

14.1.11   "PMSI Group" or "Group"

          The Company and the Associated Companies.

14.1.12   "Stock Option Plan"

          The Pharmaceutical Marketing Services Inc. and its Subsidiaries Stock
          Option and Restricted Stock Purchase Plan, as the same may be amended
          from time to time, or any employee stock option plan that replaces,
          supersedes or supplements such plan.

14.2      The headings in this Agreement are for convenience only and shall not
          affect its construction or interpretation.

14.3      Any reference in this Agreement to a statutory provision shall be
          deemed to include a reference to any statutory amendment, modification

          or re-enactment of it or to any legislation that supersedes it.

14.4      This Agreement together with the Company plans, agreements and other
          arrangements referred to herein contains the entire understanding
          between the parties and supersedes any other prior agreements,
          arrangements and understandings (written or oral) between the Company
          and the Executive relating to the employment of the Executive with the
          Company which such agreements, arrangements and understandings shall
          be deemed to have been terminated by mutual consent; provided,
          however, that this Agreement shall not terminate any agreement in
          effect on the date hereof between the Company and the Executive
          granting or otherwise relating to any stock option, and any such
          agreement shall be deemed to be modified and amended hereby to the
          extent that the terms of such agreement are inconsistent with the
          terms hereof. The Executive acknowledges that she has not entered into
          this Agreement in reliance on any warranty, representation or
          undertaking which is not contained in or specifically incorporated in
          this Agreement.

14.5      The various Clauses of this Agreement are severable and if any Clause
          or identifiable part thereof is held to be invalid or unenforceable by
          any court of competent jurisdiction then such invalidity or
          unenforcability shall not affect the validity or enforceability of the
          remaining Clauses or identifiable parts thereof in this Agreement, and
          the parties hereto agree that the portion so held invalid,
          unenforceable or void shall, if possible, be deemed amended or reduced
          in scope, or otherwise be stricken from this agreement, to the extent
          required for the purposes of the validity and enforcement hereof.

14.6      Unless the context otherwise requires, any reference in this Agreement
          to the employment of the Executive or the Executive's last day of
          active employment refers to the Executive's employment with the
          Company.

14.7      Unless the context otherwise requires, any reference herein to a
          Benefit Plan or other plan, agreement, arrangement, policy or program
          of the "Company," or to a benefit, payment or contribution provided or
          to be provided to the Executive by the "Company" shall be understood
          to include any Benefit Plan, plan, agreement, arrangement, policy or
          program of any Associated Company, or any benefit, payment or

          contribution provided or to be provided to the Executive by any
          Associated Company, respectively.

14.8      This Agreement is governed by and shall be construed in accordance
          with the laws of the State of Pennsylvania, and the parties to this
          Agreement hereby submit to the nonexclusive jurisdiction of the
          federal and state courts sitting in Philadelphia, Pennsylvania.


          IN WITNESS WHEREOF, this Agreement has been executed by the parties

2.1.1   Serve the Company to the best of his ability in the capacity of Vice
        President, Secretary and General Counsel and manage the legal affairs of
        the Company and its subsidiaries in accordance with the policies and
        procedures established by the Chief Executive Officer of the Company, to
        whom the Executive shall report; and

2.1.2   Faithfully and diligently perform such duties and exercise such powers
        consistent with such office, subject to the direction and supervision of
        the Chief Executive Officer of the Company; and

2.1.3   If and so long as the Chief Executive Officer so directs, perform and
        exercise the said duties and powers on behalf of any Associated Company
        and act as an officer of any Associated Company; and

2.1.4   Do all in his power to protect, promote, develop, and extend the
        business interests and reputation of the Group; and

2.1.5   At all times and in all respects conform to and comply with the lawful
        and reasonable directions of the Chief Executive Officer including all
        authority levels and procedures from time to time specified by the Chief
        Executive Officer; and

2.1.6   Promptly give to the Chief Executive Officer (in writing if so
        requested) all such information, explanations and assistance as he may
        require in connection with the business and affairs of the Company and
        any Associated Company; and

2.1.7   Unless prevented by sickness, injury or other incapacity or as
        otherwise agreed by the Chief Executive Officer, devote the whole of
        his time, atten- tion and abilities during his hours of work (which
        shall be normal business hours and such additional hours as may be
        necessary for the proper performance of his duties) to the performance
        of his duties and the business and affairs of the Company and any
        Associated Company for which he is required to perform duties; and

2.1.8   Work at such offices of the Company as the Company may direct and travel
        from time to time as may be required in connection with the business of
        the Company and any Associated Company for which he is required to
        perform duties.

9.1.1   Except as provided in Clause 9.1.2, in the event that the Executive's
        employment is terminated by the Company Without Cause:

        (a)     the Company shall pay to the Executive, within 30 days after the
                Notice of Termination is given, a lump-sum cash amount equal to
                (i) one and a half times the sum of (A) his then current annual
                salary under Clause 3 and (B) 30% of his then current annual
                salary under Clause 3 (representing his annual bonus for the
                achievement of 100% of performance objectives, irrespective of
                whether performance objectives have been achieved), plus (ii) an
                additional amount of salary equal to all of the Executive's
                accrued unused vacation entitlement up to a maximum of
                twenty-five (25) days; plus (iii) the cash equivalent of all
                emoluments specified hereinabove (except those the Company shall
                continue to provide pursuant to Clause 9.1.2(b) during the
                period of eighteen (18) months following the effective date of
                such termination; provided, however, that Executive shall have
                the right to request and receive the aggregate lump sum payment
                comprising subclauses (i), (ii), and (iii) hereinabove in
                installments designated by Executive paid over the calendar year
                of the effective date of termination and the subsequent two
                calendar years;

        (b)     for a period of eighteen (18) months after the effective date of
                such termination, the Company shall provide the Executive with
                pension contributions, life, health, disability and other
                insurance benefits for the Executive and his dependents under
                the benefit plans, at the respective levels of coverage in
                effect at the time the Notice of Termination is given, or the
                cash equivalents of the foregoing on a monthly basis (less any
                monthly contribution to such benefits plans made through a
                payroll deduction charged to the Executive immediately prior to
                such effective date in respect of any such benefits), provided,
                however, that nothing contained herein is intended to affect
                Executive's eligibility for COBRA coverage upon termination of
                his employment with the Company;

        (c)     the Company shall vest as of the time of such Change in Control
                all options granted to the Executive under the Stock Option Plan
                and allow the Executive a period ending eighteen months after
                the effective date of the termination of his employment within
                which to exercise such options;

        (d)     the Company shall use its best efforts to cause the similar
                vesting of all stock options granted to Executive under the
                stock option plans of any Associated Company, as hereinafter
                defined; and

        (e)     the Company shall provide outplacement services to Executive,
                for a period not to exceed twelve (12) months following the
                effective date of termination, with a nationally-recognized
                outplacement firm selected by the Company.

9.1.2   Notwithstanding the other provisions of this Clause 9.1, in the event
        that the Company terminates the Executive's employment Without Cause in
        anticipation of, or pursuant to a Notice of Termination delivered to the
        Executive within two years after a Change in Control:

        (a)     the Company shall pay to the Executive, within 30 days after the
                Notice of Termination is given, a lump-sum cash amount equal to
                (i) two times the sum of (A) his then current annual salary
                under Clause 3 and (B) 30% of his then current annual salary
                under Clause 3 (representing his annual bonus for the
                achievement of 100% of performance objectives, irrespective of
                whether performance objectives have been achieved), plus (ii) an
                additional amount of salary equal to all of the Executive's
                accrued unused vacation entitlement up to a maximum of
                twenty-five (25) days; plus (iii) the cash equivalent of all
                emoluments specified herein above (except those the Company
                shall continue to provide pursuant to Clause 9.1.2(b) during the
                period of twenty-four (24) months following the effective date
                of such termination; and provided further that in the event of a
                termination for Good Reason pursuant to Clause 15.1.8(b), the
                annual salary used for computation under this Clause 9.1.2(a)
                shall be the one in effect prior to the reduction referred to in
                Clause 15.1.8(b); provided, however, that Executive shall have
                the right to request and receive the aggregate lump sum payment
                comprising subclauses (i), (ii), and (iii) herein above in
                installments designated by Executive paid over the calendar year
                of the effective date of termination and the subsequent two
                calendar years;

        (b)     for a period of twenty four (24) months after the effective date
                of such termination, the Company shall provide the Executive
                with pension contributions, life, health, disability and other
                insurance benefits for the Executive and his dependents under
                the benefit plans, at the respective levels of coverage in
                effect at the time the Notice of Termination is given, or the

                nation is given, or the cash equivalents of the foregoing on a
                monthly basis (less any monthly contribution to such benefits
                plans made through a payroll deduction charged to the Executive
                immediately prior to such effective date in respect of any such
                benefits); provided, however, that nothing contained herein is
                intended to affect Executive's eligibility for COBRA coverage
                upon termination of his employment with the Company;

        (c)     the Company shall vest as of the time of such Change in Control
                all options granted to the Executive under the Stock Option Plan
                and allow the Executive a period ending twenty-four months after
                the effective date of the termination of his employment within
                which to exercise such options; and;

        (d)     the Company shall use its best efforts to cause the similar
                vesting of all stock options granted to Executive under the
                stock option plans of any Associated Company, as hereinafter
                defined; and

        (e)     the Company shall provide outplacement services to Executive,
                for a period not to exceed eighteen (18) months following the
                effective date of termination, with a nationally-recognized
                outplacement firm selected by the Company.

9.1.3   Except as provided in Clause 9.1.2, in the event that the Executive
        terminates his employment for Good Reason, he shall have the rights and
        receive the benefits to which he would be entitled if the Company had
        terminated his employment without Cause by delivering a Notice of
        Termination under Section 9.1.1 (the "Company Reference Termina-
        tion"). The effective date of the Executive's termination of his
        employment pursuant to this Clause 9.1.3 shall be the date specified in
        Executive's Notice of Termination; provided, however, that, under no
        circumstances shall the Executive specify an effective date less than
        one hundred twenty (120) days after the date of such notice. In such
        event, the Executive shall receive the benefits provided in Clause 9.1.1
        on the effective date of termination of his employment.

9.1.4   In the event of a dispute between the Executive and the Company with
        respect to any of the Executive's rights under this Agreement, the
        Company shall reimburse the Executive for any and all legal fees and
        disbursements incurred by him in connection with enforcing such rights,
        at the time such fees and disbursements are incurred (but in no event
        more frequently than monthly); provided, however, that if the
        Executive's claim is found by a court of competent jurisdiction to

        have been frivolous, the Executive shall reimburse the Company for all
        amounts paid by the Company pursuant to this Clause 9.1.4.

9.2     Termination by the Company for Cause; Termination by the Executive
        Without Good Reason. The Company may at any time terminate the
        Executive's employment for Cause by giving the Executive a Notice of
        Termination in accordance with Clause 13.2 and, if applicable, after
        complying with Clause 15.1.5 hereof. The Executive may at any time
        terminate his employment with the Company in accordance with Clause 13.2
        hereof at least 3 months prior to the effective date of such termination
        specified in such notice. In the event of a termination by the Company
        for Cause or by the Executive without Good reason (except in the case
        where the Executive so terminates his employment within two years after
        a Change in Control, as provided in Clause 9.1.2), the Executive shall
        be entitled to receive any unpaid amount of this then current salary
        (including unused vacation entitlements pursuant to Clause 6.3) through
        the effective date of such termination, as well as any other benefits
        which shall have vested and become payable to him under the Benefit
        Plans as of such effective date.

9.3     Retirement. The employment of the Executive shall terminate
        automatically upon his Retirement. "Retirement" shall mean a termination
        of the Executive's employment initiated by the Executive, other than for
        Good Reason, whereby the Executive is entitled to receive an immediately
        payable benefit, including any applicable early retirement benefit,
        under any other pension or retirement plan then generally applicable to
        its salaried employees or under any retirement arrangement established
        with respect to the Executive with his prior written consent; in either
        case, whether or not the Executive commences to receive such benefit at
        the time of such termination. In the event of the termination of the
        Executive's employment pursuant to his Retirement, the Executive shall
        be entitled to any other benefits which shall have vested and become
        payable to him under the Benefit Plans as of the effective date of such
        Retirement or to which the Executive is otherwise entitled upon his
        Retirement under any Benefit Plan or other policy or program of the
        Company or any Associated Company in accordance with the respective
        terms of such Benefit Plan, policy or program.

9.4     Death or Disability

9.4.1   Disability. Subject to the requirements of the Americans with
        Disabilities Act of 1990, as amended, the Family and Medical Leave Act
        of 1993, as amended, and/or any other legislation applicable to the
        Executive's employment by the Company, the Company may terminate
        employment of the Executive, by giving him a Notice of Termination

        Executive, by giving him a Notice of Termination not less than six
        months prior to the effective date of such termination specified in such
        notice, if the Executive shall have been absent from work due to
        sickness, injury or other incapacity for more than 183 days in the
        aggregate during any period of 12 consecutive months or if, in the
        opinion of a physician or other appropriate expert selected by the
        Company, the Executive is likely to be unable to perform his duties for
        more than 183 days in the Aggregate during any period of 12 consecutive
        months; provided, that the Company shall withdraw such notice if during
        its pendency the Executive returns to full-time work and provides the
        Company with a certificate from a physician or other appropriate expert
        reasonably acceptable to the Company stating that he has fully recovered
        and that no recurrence of such incapacity may reasonably be anticipated,
        and provided further that if the Executive returns to work after a
        period of absence which would have entitled the Company to terminate his
        employment the Company shall, after he has completed a period of three
        consecutive months at work without further material absence due to such
        sickness, injury or other incapacity, be deemed to have waived its
        rights to terminate his employment based on such previous period of
        absence. Circumstances justifying termination of the Executive's
        employment by the Company pursuant to this Clause 9.4.1 are referred to
        herein as "Disability".

9.4.2   Death. The employment of the Executive by the Company shall terminate
        automatically upon his death.

9.4.3   Benefits upon Disability. In the event of termination of employment due
        to Disability the Company shall continue to pay Executive's salary and
        bonus for achieving 100% of his performance objectives under Clause 3
        and provide the other emoluments and benefits specified hereinabove,
        including contributions to the pension plan designated by the Executive
        at the full rate for a period of six (6) months from the date of
        termination hereunder; and cause the vesting of all of the stock options
        granted to Executive under the Stock Option Plan and allow the Executive
        a period of eighteen (18) months from the effective date of termination
        within which to exercise such options.

9.4.4   Benefits upon Death. In the event of a termination of employment due to
        death of the Executive, his legal representatives shall be entitled to
        receive any unpaid amount of his then current salary through the
        effective date of such termination plus a further three months base
        salary, as well as any other benefits which shall have vested and become
        payable to him under the Benefit Plans as of such effective date or to
        which the Executive is otherwise entitled upon his death under any
        Benefit Plan or other policy or program of the Company or any associated

10.1    The Executive acknowledges that during the course of his employment with
        the Company he will receive and have access to Confidential Information
        of the Company and its Associated Companies (including without
        limitation those matters specified in Clause 8.2 of this Agreement, as
        well as detailed client/customer lists and information relating to the
        operations and business requirements of those clients/customers) and
        accordingly he is willing to enter into the covenants described in
        Clauses 10.2 and 10.3 in order to provide the Company and its Associated
        Companies with what he considers to be reasonable protection for those
        interests.

10.2    The Executive hereby covenants with the Company that during the term of
        his employment he will not either directly or indirectly engage or
        participate in any activity competitive with or adverse to the business
        or interests of the Company or any of its Associated Companies.

10.3    The Executive hereby covenants with the Company that he will not for the
        period of 24 months after the Executive's last active day of employment
        without prior written consent of the Chief Executive Officer, directly
        or indirectly:

10.3.1  carry on or set up or be employed or engaged by or otherwise assist in
        or be interested in any capacity (including without limitation as a
        shareholder) in any line of business in competition with any line of
        business which is part of the Business of the Group with which the
        Executive has had involvement and which the Company or any Associated
        Company is carrying on during the 12 months preceding the Executive's
        last active day of employment; or

10.3.2  carry on or set up or be employed or engaged by or otherwise assist in
        or be interested in any capacity (including without limitation as a
        shareholder) a business which competes or will complete with any
        business of the Company or any Associated Company which is planned or
        contemplated at the date of the Executive's last active day of employ-
        ment in any country in which the business is planned or contemplated to
        operate and which plans the Executive has been involved with to a
        material extent; or

10.3.3  in connection with the carrying on of any businesses which is in
        competition with the Business of the Group canvass, solicit or approach
        or cause to be canvassed or solicited or approached for orders in
        respect of any services provided and/or any goods sold by the Company or
        any Associated Company any person, firm or company who or which at the
        date of the Executive's last active day of employment or at any time
        during the period of 12 months prior to that date is a supplier,
        customer or client of the Company or any Associated Company and with
        whom or which the Executive shall have had dealings during the course of
        his employment; or

10.3.4  in connection with the carrying on of any business in competition with
        the Business of the Group do business with any person, firm or company
        who or which has at any time during the period of 12 months immediately
        preceding the date of the Executive's last active date of employment
        done business with the Company or any Associated Company as a supplier,
        customer or client or distributor or consultant and with whom or which
        the Executive shall have had dealings during the course of his
        employment; or

10.3.5  solicit, entice away or hire or endeavor to solicit or entice away from
        the Company or any Associated Company any person who at the date of the
        Executive's last active day of employment or at any time during the
        period of six months prior to that date is employed or engaged by the
        Company or any Associated Company as a head of any business unit, the
        direct report of such business unit head, or any other key technical,
        marketing or sales position and with whom the Executive shall have had
        contact during the course of his employment (whether or not such a
        person would commit a breach of his contract of employment by so doing).

10.4    The Executive hereby agrees that he will at the cost of the Company
        enter into a direct agreement or undertaking with any Associated Company
        whereby he will accept restrictions and provisions corresponding to the
        restrictions and provisions in Clause 10.3 above (or such of them as may
        be appropriate in the circumstances) in relation to such activities and
        such country or countries as such Associated Company may reasonably

        require for the protection of its legitimate business interests.

10.5    Notwithstanding the generality of the covenants contained in Clause
        10.3.1 those covenants shall apply only with respect to those countries
        in which the Company or any Associated Company has transacted any
        business during the 12 months prior to the date of Executive's last
        active day of employment in which the Executive has been involved,
        except that during the 24-month period after the Executive's last
        active day of employment the Executive may not be engaged or employed by
        or render any services to or for the benefit of Cognizant Corporation,
        or any of its direct or indirect subsidiaries, wherever located, except
        with the prior consent of the Chief Executive Officer or as the result
        of a merger, consolidation, sale of stock or assets or other business
        combination between such entity and the Company or an Associated
        Company.

10.6    Nothing contained herein shall prohibit the Executive from holding
        directly or through nominees up to two percent of the outstanding stock
        of any publicly-held and traded company or shares.

10.7    The covenants contained in Clauses 10.3.1, 10.3.2, 10.3.3, 10.3.4 and
        10.3.5 are intended to be separate and severable and enforceable as
        such.

10.8    In the event of a breach of Clauses 10.3.1, 10.3.2, 10.3.3, 10.3.4, or
        10.3.5, the Executive acknowledges that in addition to any other
        remedies available under law to the Company and any Associated Company,
        the Company and any Associated Company may be entitled to an injunction
        enjoining the Executive or any person or persons acting for or with the
        Executive in any capacity whatsoever from violating any of the terms
        thereof.

11.     DISCIPLINARY AND GRIEVANCE PROCEDURES

11.1    For statutory purposes there is no formal disciplinary procedure in
        relation to the Executive's employment. The Executive shall be expected
        to maintain the highest standards of integrity and behavior.

11.2    If the Executive is not satisfied with any disciplinary decision taken
        in relation to him he may apply in writing within 14 days of that
        decision to the Board of Directors whose decision shall be final.

11.3    If the Executive has any grievance in relation to his employment he may
        raise it in writing with the Board of Directors whose decision shall be
        final.

12.1    The Company may assign its rights or delegate its performance, in whole
        or in part, to any of its Associated Companies; provided that any such
        assignment or delegation shall not affect the Executive's position with
        the Company. This Agreement shall be binding upon and shall inure to the
        benefit of the Company and any successor of the Company. In the event of
        any permitted assignment, the Company shall guarantee the performance of
        this Agreement by the Associated Company.

12.2    This Agreement shall be binding upon and shall inure to the benefit of
        Executive, his legal representatives and assigns, except that
        Executive's obligations to perform services under this Agreement are
        personal and are expressly declared to be non-assignable and
        non-transferable by him without the consent in writing of the Company.

12.3    In the event of a Change in Control, the Company shall require the
        successor to the Company as the Executive's employer (whether such
        succession is direct or indirect, by purchase, merger, consolidation or
        otherwise, to all or a substantial portion of the business and/or assets
        of the Company) to expressly assume and agree to perform this Agreement
        in the same manner and to the same extent that the Company would be
        required to perform it if no such succession had taken place. As used in
        this Agreement, the term "Company" shall mean the Company as
        hereinbefore defined and any successor to all or a substantial portion
        of its business and/or assets as aforesaid.

13.     NOTICES

13.1    Any notice to be given under this Agreement shall be given in writing
        and shall be deemed to be sufficiently served by one party on the other
        if it is delivered personally or is sent by facsimile transmission,
        overnight delivery service or registered or recorded delivery prepaid
        post (air mail if overseas) addressed to either the Company's registered
        office for the time being or the Executive's last known address as the
        case may be.

13.2    Any purported termination of the Executive's employment by the Company
        or by the Executive shall not be effective unless communicated by
        written Notice of Termination to the other party hereto in accordance
        with Clause 13.1 above and the relevant provisions of Clause 9. A Notice
        of Termination shall identify the specific termination provision of this
        Agreement relied upon, shall specify the intended effective date of such
        termination (which date shall comply with the notice period requirements
        of the provision so identified) and shall set forth in reasonable detail

14.1   The Executive hereby warrants that by virtue of entering into this
       Agreement he will not be in breach of any express or implied terms of any
       court order, contract or of any other obligation legally binding upon
       him.

14.2   Any benefits provided by the Company to the Executive or his family which
       are not expressly referred to in this Agreement or in a separate
       agreement between Executive or the Company's subsidiary Source
       Informatics Limited of even date herewith shall be regarded as ex gratia
       benefits provided at the entire discretion of the Company and shall not
       form part of the Executive's contract of employment.

14.3   Except as expressly provided in this Clause 14, the Executive shall be
       responsible for the payment of all individual taxes on all amounts paid
       or benefits provided to him under this Agreement. All compensation
       (including without limitation, salary and any severance payments) paid to
       the Executive shall be subject to such deductions as from time to time
       may be required by law or regulation or by agreement with, or consent of
       the Executive.

14.4   Any waiver by either party of any breach of any provision of this
       Agreement must be set forth in a writing signed by such party, in order
       for it to be effective, and no such waiver shall operate as a waiver of
       any subsequent breach of that provision or any breach of any other
       provision of this Agreement.

14.5   This Agreement may be executed in two or more counterparts, each of which
       shall be deemed an original and all of which together shall constitute
       one and the same instrument.

14.6   The Company will indemnify the Executive (and his legal representatives,
       heirs, estate or other successors) to the fullest extent permitted
       (including payment of expenses in advance of final disposition of any
       proceeding) by the laws of the jurisdiction of the incorporation of the
       Company as in effect at the time of the subject act or omission, or by
       the Certificate of Incorporation and by-laws of the Company as in effect
       at such time or on the date of this Agreement, or by the terms of any
       indemnification agreement between the Company and the Executive,
       whichever affords or afforded greatest protection to the Executive, and
       the Executive shall be entitled to the protection of any insurance
       policies the Company or any Associated Company may elect to maintain
       generally for the benefit of its directors and officers (and to the
       extent the Company or an Associated Company maintains such an insurance

       The counties of North America, Asia and the Far East and Continental
       Europe, excluding the United Kingdom.

15.2   The headings in this Agreement are for convenience only and shall not
       affect its construction or interpretation.

15.3   Any reference in this Agreement to a statutory provision shall be deemed
       to include a reference to any statutory amendment, modification or
       re-enactment of it or to any legislation that supersedes it.

15.4   This Agreement together with the Company plans, agreements and other
       arrangements referred to herein contains the entire understanding between
       the parties and supersedes any other prior agreements, arrangements and
       understandings (written or oral) between the Company and the Executive
       relating to the employment of the Executive with the Company which such
       agreements, arrangements and understandings shall be deemed to have been
       terminated by mutual consent; provided, however, that this Agreement
       shall not terminate any agreement in effect on the date hereof between
       the Company and the Executive granting or otherwise relating to any stock
       option, and any such agreement shall be deemed to be modified and amended
       hereby to the extent that the terms of such agreement are inconsistent
       with the terms hereof. The Executive acknowledges that he has not entered
       into this Agreement in reliance on any warranty, representation or
       undertaking which is not contained in or specifically incorporated in
       this Agreement.

15.5   The various Clauses of this Agreement are severable and if any Clause or
       identifiable part thereof is held to be invalid or unenforceable by any
       court of competent jurisdiction then such invalidity or unenforcability
       shall not affect the validity or enforceability of the remaining Clauses
       or identifiable parts thereof in this Agreement, and the parties hereto
       agree that the portion so held invalid, unenforceable or void shall, if
       possible, be deemed amended or reduced in scope, or otherwise be stricken
       from this agreement, to the extent required for the purposes of the
       validity and enforcement hereof.

15.6   Unless the context otherwise requires, any reference in this Agreement to
       the employment of the Executive or the Executive's last day of active
       employment refers to the Executive's employment with the Company.

15.7   Unless the context otherwise requires, any reference herein to a Benefit
       Plan or other plan, agreement, arrangement, policy or program of the
       "Company," or to a benefit, payment or contribution provided or to be
       provided to the Executive by the "Company" shall be understood to include
       any Benefit Plan, plan, agreement, arrangement, policy or program of any
       Associated Company, or any benefit, payment or contribution provided or
       to be provided to the Executive by any Associated Company, respectively.

15.8   This Agreement is governed by and shall be construed in accordance with
       the laws of the State of Delaware, and the parties to this Agreement
       hereby submit to the nonexclusive jurisdiction of the federal and state
       courts sitting in Wilmington, Delaware.