BRITE VOICE SYSTEMS GROUP LIMITED STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT

Name of Employee:

Francis Sherlock

Place of Employment:

Brite Voice Systems Group
Brite Court
Park Road, Gatley
Cheshire, SK8 4HZ.

Or any other place of employment within the company’s UK operations from which the company reasonably requests you to conduct your employment.

Duties

During the continuance of your employment, you shall perform such duties and exercise such powers as shall from time to time be reasonably and lawfully required of you in your position as Director of Customer Support; Eastern Hemisphere or such other duties as may be required from time to time and as may be within your skill and capability.

In the performance of your obligations you are required at all times to obey such instructions as may be given to you from time to time by the company and to comply with all policies and procedures of the Company currently in force and all Company rules from time to time.

Date of commencement of employment :

t.b.c.

5.

Date of continuous employment for the purposes of statutory continuity :

n/a

T&C’s Gatley

1

PPD/LJP

6.

Hours of Work

Your basic hours of work will be 37.5 hours per week. Your normal working hours will be subject to variation where necessary in the interest of the efficiency of the Company.

At times it is necessary for all or some of the staff to work overtime and, consequently, you will be expected and required to work such additional hours as are reasonable and necessary in the interests of the Company; this is taken into consideration in determining your conditions and level of salary.

7.

Pay

Your current salary and all particulars (including and changes) relating thereto are set out in your itemized salary slips. Your salary is paid direct to your bank account, monthly in arrears. Salaries are subject to annual review.

8.

Expenses

Brite re-imburses legitimate and approved business expenses as incurred and supported by receipts in accordance with its established expense policy.

9.

Holidays

(i)

The holiday year runs from 1 ^st January to 31 ^st December and holidays accrue pro-rata throughout this period. Holidays cannot be carried forward after 31 ^st December.

(ii)

The basic holiday for all staff is 33 days per year comprising of 25 days or on a pro-rate basis of two days per complete calendar month worked plus 8 Statutory and Bank Holidays.

(iii)

After 10 year’s Company Service, 3 additional days holiday will be granted. After 20 year’s Company Service a further 2 days making a total of 30 days holiday plus 8 statutory and Bank Holidays.

T&C’s Gatley

2

PPD/LJP

(iv)

If at the date of leaving your employment with the company you have not taken all your pro-rate holiday entitlement, you will normally receive payment in lieu. Except in the case of dismissal for gross misconduct, if you have not taken all your pro-rata holiday entitlement at the date of leaving your employment with the Company, you will receive pay in lieu of such entitlement. If you have taken more than your entitlement at the date of your leaving, you will be obliged to re-pay wages paid for such excess period. If your employment with the Company is terminated on the grounds of gross misconduct, you will not be entitled to any accrued holiday pay.

10.

Sickness, Absence and Payment

(i)

Absence Notification

In the event of your becoming unfit for