EXHIBIT 10.11 EXECUTIVE?S SERVICE AGREEMENT

(2)

Neil Crossan of [30 Lake Street, Oxford, Oxfordshire] (“the Executive ”)

(a)

the “Board” means the board of directors from time to time of the Company or a duly authorised committee of it;

(b)

“Confidential Material” means any information relating to the Group or the business, prospective business, technical processes, computer software (both source and object code), Intellectual Property Rights or finances of any member of the Group, or complications of two or more items of such information whether or not each individual item is in itself confidential, including without limitation, price lists, lists of customers and suppliers (both current and those who were customers or suppliers during the past two years), which comes into the Executive’s possession by virtue of the Employment, and which the relevant member of the Group regards, or could reasonably be expected to regard, as confidential, whether or not such information is reduced to a tangible form or marked in writing as “confidential”, and any and all information which has been or may be derived or obtained from any such information;

(c)

the “Employment” means the employment of the Executive pursuant to this Agreement or, as the context requires, its duration;

(d)

the “Group” means the Company, any subsidiary of the Company, any holding company of the Company, any subsidiary of such holding company and any company designated by the Board as an associated company from time to time;

(e)

“Intellectual Property Rights” means copyrights, patents, utility models, trade marks, service marks, design rights (whether registered or unregistered), database rights, semiconductor topography rights, proprietary information rights and all other similar proprietary rights and applications for such rights as may exist anywhere in the world;

(f)

“Inventions” means all inventions, improvements, modifications, processes, formulae, models, prototypes and sketches, drawings, plans or specifications for them or other matters which the Executive alone or with one or more others may make, devise or discover during the Employment and which pertain or are actually or potentially useful to the commercial or industrial activities from time to time of the Group or the processes or machinery of the Group for providing the services or making the products of the Group or which pertain to, result from or are suggested by

any work which the Executive or any employee has done or may do during the Employment for the Group;

(g)

“Recognised Investment Exchange” has the meaning given to it in Section 285 of the Financial Services and Markets Act 2000; and

(h)

“Termination Date” means the date on which the Employment terminates.

1.3

In this Agreement, unless the context otherwise requires:

2.

Appointment

3.

Duration

3.2

Notwithstanding Clause 3.1, the Company will be entitled at its sole discretion to make a payment of basic salary to the Executive in lieu of notice and to deduct sums equivalent to tax and national insurance from any such payment; provided that if the Company decides not to make a payment to the Executive under this Clause, the Executive cannot enforce that payment as a contractual debt nor as liquidated damages and his sole remedy will be a claim in damages. [

3.4

During any period of notice, the Executive may be required by the Company, in its absolute discretion, for up to twelve months not to attend at the Company’s premises at any time and not to perform any duties for the Company or to perform only such duties, specific projects or

tasks as are assigned to him expressly by the Company, for such period and at such place or places as the Company deems necessary; provided , that the Executive will be entitled to receive his basic salary during such period. For the avoidance of doubt, during any such period the Executive will remain an employee of the Company and may not carry out any work for any third party.

4.

Duties

(a)

perform all the duties and exercise all the powers of his office and such other functions within the Group (not being inconsistent with his position as Executive Vice President, International Division, of the Company) as the Chief Executive Officer may require to the best of his ability, giving the Company the full benefit of his knowledge, expertise and technical skills, and he will comply with all lawful directions given by or with the authority of the Board, and whenever required to do so, will promptly give a full account to the Board or a person duly authorised by the Board, of all matters entrusted to him;

(b)

comply with all reasonable directions from time to time given to him by the Chief Executive Officer and with rules and policies from time to time laid down by the Company;

(c)

whenever so required for the proper fulfilment of his duties, work without further remuneration in excess of the normal hours of work of the Company;

(d)

attend and work at any premises of the Group wherever situated, and travel and work both in the United Kingdom and abroad, as may be required for the proper fulfilment of his duties; and

(e)

at the request of the Company, accept any other appointment with the Group (whether such appointment is in addition to or in substitution for the appointment specified in Clause 2) whether in the United Kingdom or abroad; provided , that such appointment does not render the terms of the Employment, taken as a whole, materially less favourable to the Executive than those prevailing before such appointment. No such change will be deemed to be a termination of the Employment.

4.3

The Executive agrees not to voluntarily assist any person in bringing or pursuing, or preparing to bring or pursue, any claim or action of any kind against the Company, its parents, subsidiaries, affiliates, officers, directors, employees or agents save as required by Order of a Court of competent jurisdiction.

failures to act that occurred during the time period in which the Executive is employed by the Company. Such cooperation includes, without limitation, the Executive making himself available upon reasonable notice, without Order of a Court of competent jurisdiction, for interviews and truthful and accurate testimony, which could include depositions, trial testimony and/or witness statements. The Company will reimburse the Executive for reasonable out-of-pocket expenses he incurs in connection with any such cooperation (excluding forgone wages, salary, or other compensation), and will reasonably accommodate the Executive’s scheduling needs. In addition, the Executive agrees to execute all documents (if any) necessary to carry out the terms of this Clause 4.4.

5.1

Subject to Clause 5.2, during the Employment the Executive will not, without the prior consent of the Company be engaged or be concerned or undertake or be interested in (whether directly or indirectly) any other business or occupation or become a director or employee or agent or consultant or partner of any other person, firm or company (other than a company within the Group).

6.

Remuneration

6.2

At the sole and absolute discretion of the Company, the Executive may be eligible to receive a bonus during the Employment. The amount of any bonus paid will be determined by the Company’s Compensation and Executive Committees. The payment of a bonus in respect of one year will not create any right or entitlement to a bonus in respect of any subsequent financial year. No bonus payment will be made if at the due payment date the Executive has received or has given notice of the termination of the Employment or has ceased to be employed by the Company.