THIS AGREEMENT is made the 9th day of June One thousand nine hundred and
eight-nine BETWEEN (1) MERLIN PUBLISHING LIMITED (Company Number 2331336) whose
registered office is at 3 Dalling Road, London W6 ("the Company") and (2) PETER
WARSOP of Manor House Lodge, Gracedieu Road, Thringstone, Leicester ("the
Executive")

IT IS HEREBY AGREED:-


                                      TERM
                                      ----
1.(a)   SUBJECT to earlier termination as hereinafter provided the Company shall
        employ the Executive and the Executive shall serve the Company in the
        Capacity of Managing Director of the Company unless and until determined
        by 24 months notice by the Company or 6 months notice by the Executive
        such notice not to be served by the Executive before the expiry of 18
        months from the date of this agreement provided that the Company shall
        have the right to pay salary in lieu of notice.


  (b)   THE Company shall be entitled at any time to appoint another person or
        persons to act jointly with the Executive in the said office.

                                     DUTIES
                                     ------

2. DURING his employment hereunder the Executive shall:-

  (a)   diligently perform the duties and exercise the powers and functions
        which from time to time may be assigned to or vested in him by the Board
        relating to the Company.

  (b)   during the continuance of this Agreement devote the whole of his time,
        attention and ability to his duties hereunder at such place or places
        within the United Kingdom or overseas as the Board shall from time to
        time determine;

  (c)   comply with all reasonable requests instructions and regulations made by
        the Board (or by anyone authorised by them) and give to the Board or
        such person such explanations information and assistance as may
        reasonably be required;

  (d)   well and faithfully serve the Company to the best of his ability and use
        his best endeavours to promote the interests of the Company;

  (e)   not without the written consent of the Board directly or indirectly be
        engaged, concerned or interested in any business other than that of the
        Company whatsoever whether as principal, partner, director, employee,
        consultant, investor or otherwise PROVIDED THAT the Executive may hold
        for investment purposes only any units of an authorised unit trust and
        up to five per cent (5%) of the issued securities of any class in any
        company whose shares


                                       1
<PAGE>

        are listed on a Recognised Investment Exchange or in respect of which
        dealing takes place in the Unlisted Securities Market or the Third
        Market of The International Stock Exchange of the Untied Kingdom and
        Republic of Ireland Limited.

                                  REMUNERATION
                                  ------------

3.(a)   BY way of remuneration for his services hereunder the Company shall pay
        to the Executive:-
          

        (i)     A salary at the rate of thirty two thousand five hundred pounds
                ((pound)32,500) per annum (which shall be deemed to accrue from
                day to day) payable in arrears by equal monthly installments on
                the last working day of each month such salary being inclusive
                of any fees to which the Executive may be entitled as a Director
                of the Company; and

        (ii)    A bonus in accordance with such arrangements as shall be
                determined by the Board from time to time.

  (b)   The Executive's salary shall be reviewed by the Board on 1 June each
        year and the rate thereof may be increased with effect from any such
        review date.

                         PENSION AND INSURANCE BENEFITS
                         ------------------------------

4.      THE Company will provide the Executive with the following insurance and
        other benefits particulars of which may be obtained from the Company
        Secretary:-

  (a)   During his employment hereunder the Company shall pay contributions at a
        rate of not less than 10% of the Executive's gross basic salary from
        time to time (excluding any bonus) into any personal pension scheme
        taken out by the Executive for the benefit of the Executive, and/or any
        of his wife, children and dependents.

  (b)   Pay subscriptions on the Executive's behalf to BUPA or any similar
        medical insurance scheme to insure against the cost of medical expenses
        of himself, his spouse and minor children at the Provincial Hospital
        scale from time to time.

  (c)   Pay subscriptions on the Executive's behalf to a reputable insurer to
        provide the Executive with permanent health insurance on such terms as
        the Board shall approve.

                                    EXPENSES
                                    --------

5.      THE Company shall reimburse to the Executive all travelling hotel
        entertainment and other expenses reasonably incurred by him in the
        proper performance of his duties hereunder PROVIDED THAT on request


                                       2
<PAGE>

        the Executive shall provide the Company with such vouchers or other
        evidence of actual payment of such expenses as the Company may
        reasonably require.

                                    MOTOR CAR
                                    ---------

6.      IN accordance with its car policy from time to time the Company shall
        provide the Executive with the use of a motor car both for his sole
        business and personal use and personal use by his wife. The Company
        shall pay the Road Fund License therefor and all insurance premiums
        maintenance and repair expenses and whilst the motor car is being used
        exclusively for the purposes of the Company's business but not otherwise
        the Company shall pay for all petrol oil and other running expenses
        thereof. Upon termination of his employment for whatever reason the
        Executive shall forthwith return the motor car to the Company, together
        with all keys and fittings supplied by the Company.

                            HOLIDAYS AND HOLIDAY PAY
                            ------------------------

7.(a)   IN addition to the normal Bank and Public Holidays the Executive shall
        be entitled to twenty-five (25) working days paid holiday during each
        calendar year to be taken at such time or times as may be agreed with
        the Board. The Executive may not without the consent of the Board carry
        forward any unused part of his holiday entitlement to a subsequent
        calendar year.

  (b)   FOR the calendar year during which the Executive's employment hereunder
        commences or terminates the Executive shall be entitled to such
        proportion of his annual holiday entitlement as the period of his
        employment during such year shall bear to a whole calendar year. Upon
        termination of the Executive's employment for whatever reason the
        Executive shall be entitled to salary in lieu of any outstanding holiday
        entitlement but may be required to repay to the Company any salary
        received in respect of holiday taken in excess of his proportionate
        holiday entitlement.

                               SICKNESS/INCAPACITY
                               -------------------

8.(a)   IF the Executive shall be prevented by illness accident or other
        incapacity from properly performing his duties hereunder he shall report
        this fact forthwith to any director on the Board and if the Executive is
        so prevented for seven (7) or more consecutive days he shall forthwith
        provide a medical practitioner's statement and weekly (or such other
        period as the Board may reasonably direct) thereafter until he returns
        to work. Immediately following the Executive's return to work after any
        period of absence exceeding 3 days the Executive shall complete a
        Self-Certification form in such form as the Board may from time to time
        direct detailing the reason for such absence.

  (b)   IF the Executive shall be so incapacitated and so certified he shall be
        paid his full salary for up to six (6) months absence in aggregate in
        any twelve 


                                       3
<PAGE>

        (12) consecutive months and thereafter such remuneration as the Board
        shall in its discretion allow PROVIDED THAT such remuneration shall be
        inclusive of any Statutory Sick pay to which the Executive is entitled
        under the provisions of the Social Security and Housing Benefits Act
        1982 but Social Security Sickness benefit or other benefits recoverable
        by the Executive (whether or not recovered) may be deducted at the
        discretion of the Board.

  (c)   FOR Statutory Sick Pay purposes the Executive's qualifying days shall be
        his normal working days.

                            CONFIDENTIAL INFORMATION
                            ------------------------

9.      THE Executive shall not during his employment hereunder (save in the
        proper course thereof) or at any time after its termination for any
        reason whatsoever disclose to any person or persons whatsoever or
        otherwise make use of any confidential or secret information which he
        has or may in the course of his employment hereunder become possessed
        relating to the business affairs of the Company including without
        limiting the generality of the foregoing confidential or secret
        information relating to its business methods, finances, business,
        financial, market and development or manpower plans, customer lists or
        details, computer systems and software, know-how or trade secrets or
        other matters connected with the products or services manufactured
        marketed provided or obtained by the Company and information concerning
        its relationships with actual or potential clients or customers and the
        needs and requirements of such persons all of which is vital to the
        success of the Company. Such information is hereinafter called
        "Confidential Information".

                                   INVENTIONS
                                   ----------

10.(a)  THE Executive shall promptly disclose to the Company:-
          

        (i)     all improvements inventions and discoveries whether the same
                shall be patentable or not made by the Executive (either alone
                or with any other person) relating directly or indirectly to the
                business of the Company or which may in the opinion of the
                Company be capable of being used or adapted for use therein or
                in connection therewith; and

        (ii)    all applications for Patents and all Patents filed or granted
                disclosing inventions made by the Executive in whole or in part
                during the period of his employment by the Company and whether
                made during or outside the course of the Executive's normal
                duties as an employee of the Company and whether or not relating
                to the business of the Company.

  (b)   IF during his employment by the Company the Executive shall at any time
        either alone or with any other person or persons make any improvement,
        invention or discovery whether the same shall be patentable or not which
        should be taken to belong to the Company by virtue of the provisions of
        Section 39 of the Patents Act 1977 the Executive shall consider himself
        in relation thereto as a trustee for the Company and will:

        (i)     not without the written consent of the Company apply for Letters
                of Patent or similar protection either in the Untied Kingdom or
                any other part of the world in respect of any such improvement
                invention or discovery;

        (ii)    if and whenever required by the Company sign all such documents
                and do all such things as may be necessary or desirable for the
                purposes of obtaining Letters Patent or similar protection for
                any such improvement invention or discovery in the United
                Kingdom or in any other part of the world and for vesting such
                Letters Patent or similar protection in the Company absolutely
                as sole beneficial owner or as the Company may direct;

        (iii)   if and whenever required by the Company apply as nominee of the
                Company or jointly with the Company for Letters Patent or
                similar 


                                       4
<PAGE>

                protection for any such improvement invention or discovery in
                the United Kingdom or in any other parts of the world and sign
                all such documents and do all such things as may be necessary or
                desirable for the purposes of obtaining Letters Patent or
                similar protection and vesting the same in the Company
                absolutely as sole beneficial owner or as the Company direct.

  (c)   DECISIONS as to the patenting and exploitation of any such improvement
        invention or discovery as is referred to in sub-clause (b) above shall
        be in the sole discretion of the Company.

  (d)   THE Executive hereby irrevocably appoints the Company to be his attorney
        or agent in his name and on his behalf to execute sign and do all such
        instruments or things and generally to use his name for the purpose of
        giving to the Company (or its nominee) the full benefit of the
        provisions of this clause and with respect to any third party a
        certificate in writing signed by any Director or the Company Secretary
        that any instrument or act falls within the authority hereby conferred
        shall be conclusive evidence that such is the case.

  (e)   THE Company will pay all expenses in connection with any application for
        Letters Patent made by the Executive as nominee for or jointly with the
        Company pursuant to the provisions of this clause and will indemnify the
        Executive in respect of all liabilities in connection with or arising
        from such applications for Letters Patent when granted.

                        COPYRIGHT AND REGISTERED DESIGNS
                        --------------------------------

11.(a)  IF during his employment hereunder the Executive shall at any time
        whether during the course of the Executive's normal duties or other
        duties specifically assigned to him (whether or not during normal
        working hours) either alone or in conjunction with any other person
        originate any design (whether registrable or not) or other work in which
        copyright may subsist the Executive shall forthwith disclose the same to
        the Company and shall (subject to the effect of sub-clause (b) below)
        regard himself in relation thereto as a trustee for the Company.

  (b)   THE Executive hereby assigns to the Company by way of future assignment
        of copyright the copyright and other proprietary rights if any for the
        full term thereof throughout the world in respect of all copyright works
        written originated conceived or made by the Executive (except only those
        copyright works written originated conceived or made by the Executive
        wholly outside his normal working hours hereunder and wholly unconnected
        with his service hereunder) during the period of his employment
        hereunder.

  (c)   IT is agreed that for the purposes of the proviso to Section 2(1) of the
        Registered Designs Act, 1949 the covenants on the part of the Company in
        this Agreement shall as between the Company and the Executive be treated
        as good consideration and the Company shall be treated for the 


                                       5
<PAGE>

        purpose of that Act as the proprietor of any design of which the
        Executive may be the author in the circumstances described in sub-clause
        (a) above.

  (d)   THE Executive agrees and undertakes that he will execute such deeds or
        documents and do all such acts and things as may be necessary or
        desirable to substantiate the rights of the Company in respect of the
        matters referred to in sub-clauses (b) and (c) above.


                        PREVENTION OF UNFAIR COMPETITION
                        --------------------------------

12.(a)  THE Executive acknowledges that his employment has and will require that
        he have access to and an intimate knowledge of Confidential Information
        and customers and suppliers of the Company and the Executive further
        acknowledges that the disclosure of any Confidential Information to
        actual or potential competitors of the Company would place it at a
        serious competitive disadvantage and would do serious damage (financial
        or otherwise) to its business and that if on leaving the employment of
        the Company the Executive was to establish his own competing business or
        join one as a partner or was to be employed or engaged in any executive,
        managerial, technical or consultative capacity by any actual or
        potential competitor of the Company it would cause immeasurable harm to
        the Company.

         (b)      Accordingly, but without prejudice to any other duty whether
                  express or implied by law or equity, the Executive undertakes
                  that following the termination of his obligation to serve the
                  Company he will NOT:-

             (i)         for 12 months thereafter be engaged on his own account
                         or as a partner or in any executive managerial
                         technical or consultative capacity in any business
                         concern (of whatever kind) which is or shall be in
                         direct competition with any of the Businesses in the
                         United Kingdom and or any other country in which the
                         Businesses are carried on at the date of the
                         termination of this employment.

            (ii)         for 12 months thereafter either on his own behalf or on
                         behalf of any other person or persons in competition
                         with the Businesses or any of them canvass solicit or
                         approach or cause to be canvassed or solicited or
                         approached for orders or deal with any person or
                         persons who at the date of the termination hereof was
                         trading with the Company for the supply of services or
                         goods or within the final 12 months of the Executive's
                         employment was a client or customer of the Company with
                         whom the Executive or any subordinate of his had dealt.

           (iii)         for 24 months thereafter solicit or entice or endeavour
                         to solicit or entice away from the Company or employ
                         any person employed by the Company in an executive
                         managerial technical sales or consultative capacity at
                         the date of the termination of the Executive's
                         employment.


                                       6
<PAGE>

        PROVIDED THAT whilst the restrictions in (i) - (iii) of this sub-clause
        are considered by the parties to be reasonable in all the circumstances
        as at the date hereof it is acknowledged that restrictions of such a
        nature may be invalid because of changing circumstances or other
        unforeseen reasons and accordingly it is hereby agreed and declared that
        if any one or more such restrictions shall be judged to be void as going
        beyond what is reasonable in all the circumstances for the protection of
        the interests of the Company but would be valid if part of the wording
        thereof were deleted or the period thereof reduced or the range of
        activities or area covered thereby reduced in scope the said
        restrictions shall be deemed to apply with such modifications as may be
        necessary to make them valid and effective and any such modification
        shall not thereby affect the validity of any other restriction contained
        herein each such restriction being deemed entirely separate form the
        others.

  (c)   For the purpose of sub-clause (b) "the Businesses" means the businesses
        of the Company with which the Executive was to a material extent
        concerned or responsible for during the final 12 months of his
        employment by the Company.

                  TERMINATION BY RECONSTRUCTION OR AMALGAMATION
                  ---------------------------------------------

13.     IF before the expiration of this Agreement the employment of the
        Executive hereunder shall be terminated by reason of the liquidation of
        the Company for the purposes of amalgamation or reconstruction or as
        part of any arrangement for the amalgamation or transfer of the
        undertaking of the Company in which the Executive is employed not
        involving liquidation and the Executive shall be offered employment with
        the amalgamated or reconstructed company or transferee of the
        undertaking on terms generally not less favourable than the terms of
        this Agreement the Executive shall have no claim against the Company in
        respect of the termination of his employment by the Company.

                 TERMINATION ON THE HAPPENING OF CERTAIN EVENTS
                 ----------------------------------------------

14.(a)  THE Company without prejudice to any remedy which it may have against
        the Executive for the breach or non-performance of any of the provisions
        of this Agreement may be notice to the Executive forthwith determine
        this Agreement if:-

        (i)     he becomes prohibited by law from being a director; or

        (ii)    he becomes bankrupt or makes any arrangement or composition with
                his creditors generally; or

        (iii)   he is or may be suffering from a mental disorder and either:-

                (a)     he is admitted to hospital in pursuance of an
                        application for treatment under the Mental Health Act
                        1983 or in Scotland an 


                                       7
<PAGE>

                        application for admission under the Mental Health
                        (Scotland) Act 1960, or

                (b)     an order is made by a court having jurisdiction (whether
                        in the United Kingdom or elsewhere) in matters
                        concerning mental disorder for his detention or for the
                        appointment of a receiver, curator bonis or other person
                        to exercise powers with respect to his property or
                        affairs; or

        (iv)    he resigns his office by notice to the Company; or

        (v)     he is convicted of any criminal offence save an offense under
                road traffic legislation for which he is not sentenced to any
                term of immediate or suspended imprisonment; or

        (vi)    he commits any serious breach or repeats or continues after
                written warning any other breach of his obligations hereunder;
                or

        (vii)   he is guilty of any conduct which in the reasonable opinion of
                the Board brings him or the Company into disrepute.

  (b)   THIS Agreement shall automatically determine on the Executive's 
        sixty-fifth birthday.

  (c)   THE Company shall be entitled to terminate this Agreement by giving
        prior notice of not less than the Executive's entitlement to statutory
        minimum notice plus a further week to the Executive at any time while he
        is prevented by illness or accident or other incapacity from performing
        his duties and has been so prevented for a period or periods aggregating
        12 months in the preceding 24 months. Provided that the Company shall
        withdraw any such notice if during its currency the Executive returns to
        full time work and provides a medical practitioner's certificate
        satisfactory to the Board to the effect that he has fully recovered his
        health and that no recurrence of his illness or incapacity can
        reasonably be anticipated.

             EXECUTIVE'S OBLIGATIONS UPON TERMINATION OF EMPLOYMENT
             ------------------------------------------------------

15.     UPON the termination of his employment hereunder (for whatever reason
        and whether or not the Company shall have been in breach of any of its
        obligations hereunder) the Executive shall:-

  (a)   forthwith tender his resignation as a Director of the Company (without
        payment or agreement of compensation therefor) and the Executive hereby
        irrevocably appoints the Company Secretary for the time being to be his
        attorney in his name and on his behalf to sign any documents and do any
        things necessary or requisite to give effect thereto;

  (b)   deliver up to the Company all correspondence drawings documents and
        other papers and all other property belonging to the Company which may
        be in the Executive's possession or under his control (including such as
        may have been made or prepared by or have come into the possession or
        under the control of the Executive and relating in any way to the
        business or affairs of the Company or of any supplier agent distributor
        or customer of the Company), and the Executive shall not without the
        written consent of 


                                       8
<PAGE>

        the Board retain any copies thereof;

  (c)   if so requested send to the Company Secretary a signed statement
        confirming that he has complied with sub-clause (b) hereof; and

  (d)   not at any time represent himself still to be connected with the
        Company.

                     EFFECT OF TERMINATION OF THIS AGREEMENT
                     ---------------------------------------

16.     THE expiration or determination of this Agreement howsoever arising
        shall not operate to affect such of the provisions hereof as are
        expressed to operate or have effect thereafter and shall be without
        prejudice to any other accrued rights or remedies of the parties.

                      STATUTORY PARTICULARS OF EMPLOYMENT
                      -----------------------------------

17.     THE particulars required to be given to the Executive by Section 1 of
        the Employment Protection (Consolidation) Act, 1978 and which are not
        given elsewhere in this Agreement are set out below.

        (i)     The employment of the Executive by the Company began on the date
                hereof.

        (ii)    No employment of the Executive with a previous employer counts
                as part of the Executive's continuous employment with the
                Company and therefore the Executive's period of continuous
                employment began on the date referred to in (i) above.

        (iii)   The Executive's hours of work shall be the normal hours of work
                of the Company which are from 9:00 am to 5:30 p.m. Monday to
                Friday inclusive together with such additional hours on those
                days or at weekends as may be necessary so as properly to
                fulfill his duties hereunder to the satisfaction of the Board.

        (iv)    If the Executive is dissatisfied with any disciplinary decision
                or if he has any grievance relating to his employment hereunder
                (not otherwise resolved by the Chairman) he should refer such
                disciplinary decision or grievance to the Board and the
                reference will be dealt with by discussion and decision of a
                Board meeting.

        (v)     No Contracting-Out Certificate pursuant to the provisions of the
                Social Security Pensions Act 1975 is in force in respect of the
                Executive's employment hereunder.

                                PRIOR AGREEMENTS
                                ----------------

18.     THIS Agreement supersedes all previous agreements and arrangements (if
        any) relating to the employment of the Executive by the Company (which
        shall be deemed to have been terminated by mutual consent) and sets out
        the entire agreement of the parties in relation to the Executive's
        employment.


                                       9
<PAGE>

                                     NOTICES
                                     -------

19.     ANY notice to be given hereunder shall be in writing. Notice to the
        Executive shall be sufficiently served by being delivered personally to
        him or by being sent by registered post addressed to him at his usual or
        last known place of abode. Notice to the Company shall be sufficiently
        served by being delivered to the Company Secretary or by being sent by
        registered post to the registered office of the Company. Any notice if
        so posted shall be deemed served upon the third day following that on
        which it was posted.

                                   DEFINITIONS
                                   -----------

20.(a)  IN this Agreement:
          

        (i)     "The Board" means the Board of Directors of the Company from
                time to time.

        (ii)    "Recognised Investment Exchange" means any body of persons
                which is a recognised investment exchange for the purposes of
                the Financial Services Act 1986.

  (b)   THE headings to the clauses are for convenience only.

  (c)   ANY reference to an Act of Parliament includes any statutory
        modification or re-enactment.

                           PROPER LAW AND JURISDICTION
                           ---------------------------

21.     THE validity construction and performance of this Agreement shall be
        governed by English law and all disputes concerning such matters shall
        be subject to the non-exclusive jurisdiction of the High Court of
        Justice in England and Wales to which the parties irrevocably submit.

        IN WITNESS whereof the Company has caused its Common Seal to be hereunto
        affixed and the Executive has hereunto set his hand and seal the day and
        year first above written

        THE COMMON SEAL of
        MERLIN PUBLISHING LIMITED
        WAS HEREUNTO AFFIXED in the
        presence of:-

        PETER A. DUNK
                 Director

        IAN H. CURRIE
                 Director/Secretary


                                       10
<PAGE>

                 SIGNED SEALED and DELIVERED                PETER WARSOP
                 by the said PETER WARSOP
                 in the presence of:-


                                       11

Source: OneCLE Business Contracts.