Cto Employment Agreement

EXHIBIT 10.2


12th January 1998


Mr John C. Nugent Ness Acre Ness Acre Lane Willaston South Wirral L63 2TJ UNITED KINGDOM


Dear John:


Following our recent discussions, I have pleasure in offering you the position of Managing Director for Centennial Technologies International Limited (the "Company") under the following terms and conditions:


1. DATE OF COMMENCEMENT OF EMPLOYMENT


The date of commencement of employment will be Monday 12th January 1998.


Any employment with a previous employer does not count as part of your continuous period of employment.


2. MAIN DUTIES


2.1 You will report directly to the President and Chief Executive Officer
of the Company's parent company, Centennial Technologies, Inc.
("Centennial"), Mr L. Michael Hone.


2.2 You will be a member of the Executive Management Team of Centennial in
your capacity as Vice President International Operations.


2.3 You will be based in the UK office and you will be responsible for all
Centennial business outside of North and South America.


3. REMUNERATION AND OTHER BENEFITS


3.1. You will be paid at the rate of L90,000 per annum paid monthly in
arrears in 12 equal payments.


3.2. Your salary will be reviewed on the 1st January 1999 and thereafter
starting in the year 2000 on the 1st April each year. This Agreement
is not to be construed as an agreement, either expressed or implied,
to employ you for a stated term, and shall in no way alter the
Company's policy of employment at will, allowing either you or the
Company to remain free to terminate the employment relationship with
or without cause at any time.


3.3. During the period of your employment the Company will pay for
subscription to a suitable medical insurance scheme, subject to
acceptance therefor at standard rates of premium.


3.4. On 1st April 1999, you will be entitled to a bonus covering the period
from the start of your employment through 31st March 1999 of L30,000.
Thereafter, your bonus, if any, will be based upon criteria and sales
targets to be agreed upon between you and Centennial's President.


3.5. As a signing on incentive, the Company is pleased to offer you a
generous stock option to purchase 125,000 shares of Centennial's stock
at a price established at the end of your first day of employment at
the Company, to be vested over a period of three years in thirds,
beginning on the first anniversary of your employment. The terms and
conditions of Centennial's 1994 Stock Option Plan shall further govern
this stock option award, and are incorporated herein by reference.
This option is contingent upon the ratification by Centennial's
shareholders at Centennial's 1998 Annual Meeting of an increase in the
number of shares reserved for issuance under Centennial's 1994 Stock
Option Plan from 3,000,000 to 6,000,000 shares of Centennial's Common
Stock.


4. EXPENSES


The Company shall pay to you all reasonable travelling, entertainment and
other expenses incurred by you in the performance of your duties, upon
approval of expense reports submitted by you to Centennial's President and
Chief Executive Officer. You shall provide the Company with vouchers or
other evidence of actual payment of such expenses.


5. CAR


To assist you in performing your duties the Company shall procure that you
are provided with the use of a fully expensed motor vehicle suitable for the
satisfactory discharge of your duties. You agree:


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5.1. To take good care of the car and procure that the provisions and
conditions of any policy of insurance relating thereto are observed.


5.2. Not to permit such car to be taken out of the United Kingdom without
the written consent of Centennial's President and Chief Executive
Officer.


5.3 That fuel expenses incurred during holiday periods are excluded from
the above.


5.4 To provide evidence of a full driving licence.


5.5 To return the car immediately to the Company upon the termination of
your employment, for whatever reason.


6. HOURS AND PLACE OF WORK


6.1. Your normal working hours are from 8.30 a.m. to 5.00 p.m. from Monday
to Friday (inclusive) of each week. However, the Company reserves the
right to vary your normal working hours according to demand. You may
be required to work in excess of your normal working hours.


6.2. You are entitled to a lunch break of one hour at a time convenient to
the Company.


6.3. Overtime payments are not usually paid by the Company.


6.4. Your duties hereunder shall be performed at the UK Headquarters or at
such place as the Company shall from time to time direct.


7. HOLIDAYS


7.1 Your annual holiday entitlement is 24 working days per calendar year
which should be approved in advance by Centennial's President and
Chief Executive Officer and scheduled to cause the minimum of
disruption to the Company. Holiday entitlement accrues at the rate of
two days per completed month of service.


7.2 Bank Holidays and other holidays are additional. Except with prior
approval, holidays may not be carried over from one calendar year to
another, but must be taken in the calendar year in which they are due
or else be forfeited.


7.3 On termination of employment, if you have taken holidays in excess of
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