Senior Vice President International Letter Agreement

August 1, 1998



Mr. Brian Morgan Orchard Cottage - Holmes Chapel Road Lach Dennis Cheshire, England CW 97S2



PRIVATE AND CONFIDENTIAL



I am very pleased to be able to offer you employment with Phoenix EMEA Limited, hereafter called Phoenix. This offer is valid for a period of three weeks from the date shown above. It will automatically lapse on the twenty first day of August 1998.



To comply with Section 1 of the Employment Protection (Consolidation) Act of 1978, the following includes those terms of employment, which have to be notified in writing.





1. DATE THIS EMPLOYMENT BEGINS



No later than August 21, 1998



2. JOB



Senior Vice President, International Division



You will report to Raju Shivdasani and will spend time in Orlando to become knowledgeable in the Company's products, operational procedures, and business issues. A business plan will be created and agreed upon for the Region. It is anticipated that the plan will be completed by the end of 1998.



For you to be eligible to work in the United States during this training period, it is your responsibility to obtain a B-1 visa. You can obtain this visa at the U. S. consulate. The procedure will take a day or two and will require a passport valid for the period of time you will be in the U.S. and a letter from Phoenix International describing the purpose and length of the visit. Phoenix will provide the letter upon receipt of this signed offer of employment.



The B-1 visa is your right to work in this country for a limited period of time (6 months, with a possible extension to one year). Family members would need B-2 visas for an extended stay in the U.S. These would be for the same period of time. It is customary for spouse and family of the B-1 visa recipient to acquire B-2 visas.









3. RESPONSIBILITIES



Oversee the acquisition and development of International business.



It is the overall responsibility of every Phoenix sales employee to maintain the highest levels of professional competence and personal discipline in order to represent the Company in the most effective way possible and to ensure that the expectations of sales prospects are met accurately and in a manner that encourages the development of strong business partnerships.



4. REMUNERATION



Your earnings for 1998 will be as follows: Annual Base Salary US $120,000 GBP 75,000 Annual Draw US $60,000 GBP 37,500 (recoverable from bonus)



Annual Base Salary and Draw will be paid at the rate of GBP 9,375 ( US $15,000) per month



Annual Bonus of GBP 75,000 (US $120,000) will be paid based on attainment of agreed upon objectives paid based on 75% sales overrides and 25% profit bonus effective from April 20, 1998. Pension contribution of (pound)7,500 ($12,000) annually, paid monthly Life Insurance of (pound)1,875 ($3,000) annually, paid monthly Health Insurance of (pound)1,250 ($2,000) annually, paid monthly Apartment cost paid by Phoenix International not to exceed daily rate of $58 or $16,000 for 9 months from October 1, 1998 through July 31, 1999. Car Lease equal to $6,000, to be paid by Phoenix International



This offer also includes an option of 30,000 shares of Phoenix International Stock Effective August 1, 1998. These options will vest according to the following sc ...