CONSULTING AGREEMENT

CONSULTING AGREEMENT

This Agreement is made and entered into as of the 31^st day of March, 2005, by and between Unisys Corporation (“Unisys”), Unisys Way, Blue Bell, Pennsylvania 19424, and George R. Gazerwitz (“Consultant”), whose address is 5914 SE Horseshoe Point Road, Stuart, FL 34997.

WHEREAS, Unisys requires Consultant’s special knowledge, skills and abilities; and

WHEREAS, Unisys and Consultant desire to enter into a consulting agreement.

THEREFORE, in consideration of the mutual promises set forth herein and intending to be legally bound, it is agreed by and between Unisys and Consultant as follows:

1. Term of Agreement.

This Agreement will begin on April 1, 2005 (the Effective Date), and end on July 31, 2005, unless sooner terminated as provided for herein. Although the parties do not presently anticipate the need to extend this Agreement, it may be extended for up to an additional 60 days, if mutually agreed to by the parties.

2. Statement of Work/Performance.

A. Based on the terms and conditions as set forth herein, the Consultant agrees to perform services for Unisys involving participating in succession planning efforts and royalty negotiations with respect to its Japanese joint venture, Nihon Unisys Limited; continuing with Consultant’s efforts in Project Fresh Look; and assuming such other projects as may be mutually agreed upon by Unisys and Consultant. Consultant shall report to Lawrence A. Weinbach, the Chairman of Unisys, and Joseph W. McGrath, its President and Chief Executive Officer.

B. Progress meetings shall be conducted at times and places as may be requested from time to time to discuss the progress of the work and other related matters.

3. Best Effort

The Consultant agrees to apply his best efforts in providing services to Unisys.

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4. Statement of Services/Payment/Taxes.

A. Statement of Services

1. Consultant will bill Unisys at the rate of Two Thousand Five Hundred Dollars ($2,500.00) per day, provided the amount that will be billed under this Agreement shall not exceed Two Hundred Thousand Dollars ($200,000.00).

2. Unisys shall reimburse Consultant for reasonable and appropriate travel and associated expenses consistent with the applicable Unisys travel policies.

B. Payment

1. Consultant shall submit for approval an invoice at the end of each month for services rendered and travel expenses incurred during the month. Each invoice shall include the following information:

(b) Consultant’s invoice number and date;

(d) Amount billed for the services; and

2. Unisys shall pay all approved invoiced amounts to Consultant within thirty (30) days after receipt of invoice.

C. Taxes

1. Consultant shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the Consultant’s activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income taxes, Social Security tax, Medicare tax, Unemployment Insurance taxes, and any other taxes or business license fees as required.

2. Because the compensation (excluding authorized travel expense reimbursements) contemplated under this Agreement will exceed $600, Unisys will furnish Form 1099-MISC to the Consultant and the IRS by January 31 of the following year reporting such compensation.

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5. Termination/Cancellation

A. Termination for Convenience

1. Unisys and the Consultant shall have the right to terminate this Agreement or the work to be performed hereunder in whole or in part for convenience at any time. Any notice of termination given by Unisys or the Consultant shall be effective fourteen (14) days after transmittal by Unisys or the Consultant, and Consultant shall terminate the work as quickly as possible upon receiving notice. Unisys shall have no liability to Consultant based on any such termination except to pay all amounts due Consultant up to the date of termination in accordance with the compensation provisions of paragraph 4. Consultant shall promptly deliver to Unisys all work product, whether or not completed, which is in Consultant’s possession on the termination date containing information related to the work, including a final report to be prepared by Consultant describing results of the work up to the date of termination.

B. Cancellation for Non-Performance

1. Unisys shall have the right to cancel this Agreement in the event of any material breach by Consultant that Consultant fails to cure within a reasonable time not to exceed fourteen days after written notice