Vice President Europe, Middle East and Africa (VP EMEA). - Employment Contract - Nigel Davis

DATED 1998


PSC BAR CODE LIMITED


- and -


N P DAVIS ESQ


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SERVICE AGREEMENT


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Penningtons
Highfield
Brighton Road
Godalming
Surrey
GU7 1NS


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THIS AGREEMENT is made the day of ____________________ 1998


BETWEEN:


(1) PSC BAR CODE LIMITED (registered no 2668056) whose registered office is
at Peter House, St Peter's Square, Manchester M1 5BH("the Company"); and


(2) NIGEL PHILIP DAVIS of 95 Hungerford Drive, Maidenhead, Berkshire,
SL6 7UU ("the Executive").


WHEREAS, in order to enhance the Executive's continued service to the Company in an effective manner without distraction by reason of the possibility of a termination of employment by the Company or a change in control of the Company and in order to assure both the Company and the Executive of continuity of management in the event of any actual or threatened change in control of the Company, the Company wishes to provide in this Agreement for severance benefits to the Executive in the event of a termination of employment by the Company or a change in control of the Company.


NOW, THEREFORE, in consideration of the premises and of Executive agreeing to continue to serve as an employee of the Company, the parties hereto agree as follows:


1. Interpretation


1.1 In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings:


"associated company" the Holding Company and any subsidiary of the Holding Company, any company the equity share capital of which (as defined in Section 744 of the Companies Act, 1985) is owned as to 50% or less but more than 25% by such Holding Company or by any of its subsidiaries or by the Company or any of its subsidiaries as the case may be and shall include any subsidiary of an associated company;


the "Board" the directors of the Company from time to time present (in any manner permitted by the Articles of Association of the Company) at a meeting of the directors or of a committee of the directors duly convened and held;


"Change in Control" a Change in Control as defined in Clause 19.1 of this Agreement;


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the "Employment" the employment of the Executive by the Company pursuant to this Agreement;


"Good Reason" Good Reason as defined in Clause 19.2 of this Agreement;


the "Group" the Company and its subsidiaries and associated companies from time to time (and the expression "Group Company" and "Group Companies" shall be construed accordingly);


"Holding Company" PSC Inc and any other holding company of the company as defined by Section 736 of the Companies Act 1985;


"Intellectual Property" letters patent trade marks service 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 confidential 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;


"Severance Benefits" cash and other benefits payable under Clause 18 of this Agreement;


"Subsidiary" a subsidiary as defined by Section 736 of the Companies Act, 1985;


"Termination Date" the termination date of the Employment under this Agreement howsoever terminated.


"Termination for Cause" termination of this appointment by the Company pursuant to Clause 17.2 of this Agreement.


1.2 All references to a statutory provision shall be construed as including
references to any statutory modification, consolidation or re-enactment
(whether before or after the date of this Agreement) for the time being in
force.


2. Appointment and duration


2.1 The Company appoints the Executive and the Executive agrees to serve as
Vice President Europe, Middle East and Africa (VP EMEA).


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2.2 The appointment shall be deemed to have commenced on 12 May 1997 and shall
continue (subject to earlier termination as provided in this Agreement)
until terminated by the Company giving to the Executive not less than
twelve calendar months prior notice or by the Executive giving to the
Company not less than three calendar months prior notice. Provided that
this Agreement shall automatically terminate on the Executive's sixty fifth
birthday.


2.3 The Company may at its absolute discretion elect to terminate the
employment of the Executive with immediate effect by paying to the
Executive salary and other benefits under this Agreement in lieu of notice.


3. Duties of the Executive


During the Employment:


3.1 the Executive shall undertake and diligently pursue such duties in relation
to the Company as the Board shall from time to time entrust to him and
shall obey and observe all the lawful and reasonable resolutions of the
Board from time to time given or made and, shall devote the whole of his
time and attention during business hours (except holidays) to the discharge
of his duties hereunder and to the benefit of the Company and shall carry
out his duties in a loyal and efficient manner;


3.2 the Executive may be required in pursuance of his duties hereunder to serve
not only the Company but also any other Group Company;


3.3 the Executive shall promote the trade and business of the Company and the
Group to the best of his ability knowledge and power;


3.4 the Executive shall not willingly do anything to the prejudice of the
Company or any other Group Company or of the Group as a whole or any trade
or business in which the Company or any other Group Company may for the
time being be directly or indirectly interested;


3.5 if the Executive becomes aware of any facts, matters, circumstances or
information which may relate to or affect the Company or any other Group
Company or any trade or business in which the Company or any other Group
Company is for the time being interested he shall forthwith communicate the
same in writing to the Board giving full particulars of the matters of
which he is aware;


3.6 without prejudice to the generality of clause 3.5 if the Executive becomes
aware of any of the following:-


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(a) all matters relating to any misconduct, dishonesty
or other conduct on the part of employees or
directors of the Company or any other Group Company
which may be in breach of their contracts of
employment or may adversely affect the Company or
any one or more members of the Group; and/or


(b) any details relating to any secret process or
confidential information which is or may be relevant
to the business of the Company or any one or more
members of the Group;


then he shall immediately communicate the same to the Board;


3.7 the Executive shall at all times keep the Board promptly and fully informed
of the business and affairs of the Company and provide all such
explanations as the Board may require; and


3.8 the Executive shall not at any time make any untrue statement in relation
to the Company or any other Group Company and in addition shall not after
the termination of the Employment represent himself as being employed by or
connected with the Company or any other Group Company.


4. Place of work and residence


The Executive shall initially carry out his duties at Axis 3 Rhodes Way, Watford, Herts WD2 4YW


5. Pay


5.1 During his appointment the Company shall pay to the Executive an annual
salary at the rate of (pound)110,000. Such salary shall accrue day-to-day
and be payable by equal monthly instalments in arrears. The salary shall be
deemed to include any fees receivable by the Executive as a Director of the
Company or any Group Company, or of any other company or unincorporated
body in which he holds office as nominee or representative of the Company
or any Group Company.


5.2 The Executive's salary shall be notified to the Executive by the Board
following adoption by the Board of the accounts of the Company for the
immediately preceding financial period and the rate of salary may be
increased by the Company with effect from 1 January in the succeeding year
by such amount if any as it shall think fit.


5.3 In addition the Executive shall be entitled to participate in the Company's
Business Incentive Scheme under which the Executive may be entitled to be
paid monthly incentive payments of such amounts (if any) and subject to
such conditions as the Board may in its absolute discretion decide.


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6. Medical Insurance and Life Assurance


6.1 The Company shall so long as the Executive is employed by the Company
contribute to a life assurance policy on the life of the Executive for the
benefit of the Executive. The Executive agrees to submit to such physical
examinations as may be required from time to time by assurers or
prospective assurers in connection with such policy. The Company agrees to
pay any costs or expenses that may be payable in connection with such
physical examination.


6.2 The Executive shall be entitled to participate at the Company's expense in
the Company's long term disability insurance scheme and for himself his
wife and dependent children in the Company's private medical expenses
insurance scheme (or schemes).


6.3 In the event of the Executive (or, where relevant, members of his family)
not being acceptable to the relevant insurers referred to in Clause 6.1 or
6.2 at standard rates of premium, the Executive agrees to reimburse to the
Company forthwith on demand the amount of any excess over such standard
rates.


7. Expenses


7.1 The Company shall reimburse to the Executive on a monthly basis all
travelling, hotel, entertainment and other expenditure reasonably incurred
by him in the proper performance of his duties subject to the production to
the Company of such vouchers or other evidence of actual payment of the
expenses as the Company may reasonably require.


7.2 Where the Company issues a company sponsored credit or charge card to the
Executive he shall use such card only for expenditure reimbursable under
clause 7.1 above, and shall return it to the Company forthwith on the
termination of his employment.


7.3 The Company shall reimburse the Executive all home and mobile telephone and
facsimile bills to the extent that the same are properly incurred by him in
the course of the Employment and are supported by evidence of payment.


8. Pension


8.1 The Executive is eligible to join the PSC BCL Group Personal Pension Scheme
subject to the terms of its Rules from time to time.


8.2 A contracting out certificate under the Social Security Pensions Act 1975
is not in force in respect of the Executive's employment.


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9. Car


9.1 Subject to the Executive holding a current full driving licence, the
Company shall provide the Executive with a car of such make and model as
the Board shall decide for his sole business and private use in respect of
which the Company shall pay or reimburse the Executive all standing and
running costs (including petrol, insurance, tax, servicing and repairs but
excluding the cost of petrol consumed during holiday periods).


9.2 The Executive shall always comply with all regulations laid down by the
Company from time to time with respect to company cars, shall forthwith
notify the Company of any accidents involving his company car and, on
termination of his appointment whether lawfully or unlawfully, shall
forthwith return the car and its keys to the Company.


9.3 The Executive shall not permit such car to be taken out of the United
Kingdom without the written consent of the Finance Director.


10. Holiday


10.1 In addition to English public holidays the Executive is entitled to 25
working days paid holiday in each holiday year from 1 January to 31
December to be taken at such time or times as are agreed with the Board.
The Executive shall not carry forward any unused part of his holiday
entitlement to a subsequent year.


10.2 For the year during which his appointment commences or terminates, the
Executive is entitled to 2.08 working days holiday for each complete
calendar month of his employment by the Company during that year. On the
termination of his appointment for whatever reason, the Executive shall be
entitled to pay in lieu of outstanding holiday entitlement and shall be
required to repay to the Company any salary received for holiday taken in
excess of his actual entitlement. The basis for payment and repayment shall
be 1/253 x of the Executive's annual basic salary for each day.


11. Incapacity


11.1 If the Executive is absent because of sickness (including mental disorder)
or injury he shall report this fact forthwith to the Company Secretary's
office and if the Executive is so prevented for seven or more consecutive
days he shall provide a medical practitioner's statement on the eighth day
and weekly thereafter so that the whole period of absence is certified by
such statements. Immediately following his return to work after a period of
absence ...