DWP Atos Healthcare Medical Services Contract

1.1      Interpretations

1.1.1    As used in this Agreement:

1.1.1.1  the terms and expressions set out in Schedule 1 shall have
         the meanings ascribed therein;

1.1.1.2  the masculine includes the feminine and the neuter and person
         shall mean corporation, partnership, firm, unincorporated association and
         natural person; and

1.1.1.3  the singular includes the plural and vice versa.

1.1.2    A reference to any statute, enactment, order, reguIation or other similar
         instrument shall be construed as a reference to the statute, enactment, order,
         regulation or instrument as amended by any subsequent statute, enactment, order,
         regulation or instrument or as contained in any subsequent re-enactment thereof.

1.1.3    Headings are included in this Agreement for ease of reference only and
         shall not affect the interpretation or construction of this Agreement.

1.1.4    References in this Agreement to Recitals, Clauses, Parts, Sub-clauses
         and Schedules are, unless otherwise provided, references to the recitals, clauses,
         parts, sub-clauses and schedules of thTs Agreement.

1.1.5    In the event and to the extent only of any conflict or inconsistency
         between:

1.1.5.1  the provisions of the Clauses and Schedule 1 and the provisions of
         the Schedules (other than Schedule 1), the provisions of the Clauses and
         Schedule 1 shall prevail;

1.1.5.2  the provisions of the Schedules (0ther than Schedule 1), the
         provisions of Schedules 2 and 4 shall prevail over those of all other
         Schedules (other than Schedule 1);

1.1.5.3  the provisions of Schedules 3, 7 and 8 and any other Schedule, the
         other Schedule shall prevail;

1.1.5.4  the provisions of this Agreement and the provisions of any
         document referred to or referenced herein, the provisions of this
         Agreement shall prevail; and

1.1.5.5  the provisions of this Agreement and the provisions of any
         document agreed by the parties or submitted by the CONTRACTOR and
         approved by the AUTHORITY subsequent to the date hereof, the
         provisions of this Agreement shall prevail unless amended in accordance
         with Clause 8.4.

1.1.6    The party receiving the benefit of an indemnity under this Agreement
         shall use its reasonable endeavour to mitigate its loss covered by the indemnity.

1.1.7    The CONTRACTOR acknowledges that OGDs may receive the Services
         and the term "AUTHORITY" shall be construed (except in this Sub-Clause 1.1.7) to
         include OGDs where appropriate in this Agreement. Such OGDs shall be entitled to
         receive the benefit of the Services. but shall not be entitled to enforce their rights
         under the Services, inasmuch this Agreement shall only be enforceable by the
         AUTHORITY, acting on its own behalf and/or on behalf of the OGDs.

1.2      Severability

         If any provision of this Agreement is held invalid, illegal or unenforceable for 
         any reason by any court of competent jurisdiction, such provision shall be severed 
         and the remainder of the provisions hereof shall continue in full force and effect 
         as if this Agreement had been executed with the invalid. illegal or unenforceable 
         provision eliminated. In the event of a holding of invalidity so fundamental as 
         to prevent the accomplishment of the purpose of this Agreement, the AUTHORITY and 
         the CONTRACTOR shall immediately commence good faith negotiations to remedy such 
         invalidity. However, if the AUTHORITY and the CONTRACTOR fail to complete such 
         negotiations within a reasonable period of time, this Agreement shall terminate 
         without further liability to either party.

1.3      Governing Law and Jurisdiction

1.3.1    This Agreement shall be considered as a contract made in England and according 
         to English law, and shall be subject to the exclusive jurisdiction of the English 
         courts, to which the parties hereby submit.

1.3.2    This Agreement is binding on the AUTHORITY and its successors and permitted 
         assignees and on the CONTRACTOR and its successors and permitted assignees.

1.4      Entire Agreement

         This Agreement together with the MSA Transition Agreement and all the Property
         Agreements, constitutes the entire agreement between the parties relating to 
         the subject matter of this Agreement and, save as may be expressly referred to 
         or referenced herein, supersedes all prior representations, agreements, 
         negotiations or understandings with respect thereto, whether oral or in writing, 
         except in respect of any fraudulent misrepresentation made by either party.

1.5      Relationship of the Parties

         The parties acknowledge and agree that this Agreement shall not constitute,
         create or otherwise give effect to a joint venture or a partnership of any kind 
         and neither party shall have the right to bind the other without the other's 
         prior written consent.

1.6      Co-operation

         In the provision of the Services the CONTRACTOR shall co-operate with the 
         AUTHORITY and any other relevant contractors engaged by the AUTHORITY to provide 
         services relevant to this Agreement.

1.7      Scope of Agreement

         The CONTRACTOR shall be responsible for meeting the requirements specified in 
         Schedule 2 (Statement of Service Requirements) in the manner specified in 
         Schedule 3 (Proposal) by providing the Services more particularly described in 
         Schedule 4 (Service Descriptions), in the Service Specification agreed pursuant 
         to Clause 2.4 and in accordance with all other applicable provisions of this 
         Agreement.

1.8      Subcontractors

1.8.1    The CONTRACTOR shall remain primarily responsible for the acts omissions of 
         its Subcontractors as though they were its own and shall procure its 
         Subcontractors comply with all applicable provisions of this Agreement.

1.8.2    For the avoidance of doubt, the CONTRACTOR's Subcontractors shall include 
         the fee Paid Registered Medical Practitioners subject to the AUTHORITY having 
         the right to approve and/or appoint those fee Paid Registered Medical 
         Practitioners in accordance with the procedure set out in Schedule 4.

1.9      Representation by the CONTRACTOR

         The CONTRACTOR hereby represents that it has been given the opportunity to 
         satisfy itself as to all matters concerning the suit.ability of any Assets 
         or software provided by the AUTHORITY pursuant to this Agreement for the 
         provision of the Services in accordance with this Agreement and that it has 
         so satisfied itself of such suitability.

2.1      Provision of Basic services

2.1.1    The CONTRACTOR shall perform the Basic Services specified in Schedule 4 and 
         Schedule 33 in accordance with all other applicable provisions hereof. The 
         CONTRACTOR shall provide the Basic Services from the Cutover Date and shall, 
         subject to the termination provisions herein, continue to provide the Basic
         Services during the term of this Agreement.

2.1.2    The CONTRACTOR shall perform the Pilot Services speciFied in Schedule 30 in 
         accordance with all other applicable provisions hereof. The CONTRACTOR shall 
         provide the Pilot Services from the Cutover Date and shall, subject to the 
         termination provisions herein, continue to provide the Pilot Services unless 
         such Pilot Services are terminated by the AUTHORITY on twenty (20) Working 
         days written notice to the CONTRACTOR (or such other period as the parties 
         may agree or may be specified in Schedule 30).

2.1.3    The CONTRACTOR shall perform the Transition Services specified in Schedule 7 
         in accordance with all other applicable provisions hereof. The CONTRACTOR 
         shall provide the Transition Services from the date of execution hereof and 
         for the duration of the Transition Period.

2.1.4    The CONTRACTOR shall perform the Transformation Services specified in 
         Schedule 8 in accordance with all other applicable provisions hereof. The 
         CONTRACTOR shall provide the Transformation Services from the date of 
         execution hereof in accordance with the Transformation Plan.

2.1.5    The CONTRACTOR shall perform the Termination Services specified in Schedule 
         26 in accordance with the MSA Transition Agreement appended thereto.

2.1.6    The CONTRACTOR shall perform the Business Continuity and Disaster Recovery 
         Services as specified in Schedule 33 on the occurrence of an Incident.

2.2      Provision of Optional Services

2.2.1    The AUTHORITY shall have the option, exercisable on twenty (20) Working Days 
         written notice to the CONTRACTOR (or such other period as the parties may 
         agree or may be specified in Schedule 31) of obtaining all or any of the
         Optional Services specified in Schedule 31.

2.2.2    The CONTRACTOR shall commence delivery of such Optional Services on expiry 
         of such notice. Such Optional Services shall be performed in accordance 
         with all applicable provisions of this Agreement.

2.3      Provision of Additional Services

         The CONTRACTOR undertakes to perform at any time during the term of this 
         Agreement such Additional Services as may be agreed by it and the AUTHORITY 
         pursuant to the Change Control Procedure. Such Additional Services shall be 
         performed in accordance with all applicable provisions of this Agreement.

2.4      Service Specification

2.4.1    The CONTRACTOR shall develop a Service Specification in co-operation with 
         the AUTHORITY in accordance with Transition Plan.  The Service Specification 
         shall be designed to specify the Basic Services and Optional Services and 
         the method for delivery of them in a manner consistent with, but at a lower 
         level of detail than, the Service Descriptions in Schedule 4 and shall be 
         based on the proposal detailed in Schedule 3 and all other appropriate 
         provisions of this Agreement.

2.4.2    The Service Specification developed pursuant to Clause 2.4.1 shall be subject 
         to approval by the AUTHORITY, such approval not to be unreasonably withheld 
         or delayed. Once approved, the Service Specification may not be amended 
         except with the agreement of both parties in accordance with the Change 
         Control Procedure.

2.4.3    For the avoidance of doubt, and without limitation to the generality of 
         Clause 1.1.5.4, the AUTHORITY's co-operation in developing and approval of the
         Service Specification pursuant to Clauses 2.4.1 and 2.4.2 shall not relieve the
         CONTRACTOR of the overriding obligation to meet the requirements specified in
         Schedule 2 (Statement of Service Requirements) and all other applicable
         provisions of this Agreement unless otherwise agreed in writing by the
         AUTHORITY.

2.5      Service Levels

         Following the Cutover Date, and subject to the provisions of Schedule 5, the 
         CONTRACTOR shall provide the Basic Services and thereafter shall continue to 
         provide the Basic Services and any Optional Services required by the AUTHORITY 
         pursuant to Clause 2.2 or Additional Services agreed by the parties pursuant 
         to Clause 2.3 in accordance with the Service Levels applicable thereto.

3.1      Introduction

3.1.1    Subject to Clause 6.2 (and related provisions contained in this Clause 3),
         the CONTRACTOR shall be responsible for providing at its own cost and expense
         all of the accommodation necessary to perform the Services in accordance
         herewith. for these purposes the CONTRACTOR may (but shall not be required to)
         use the Transferring Properties subject to the further provisions of this 
         Clause 3 and to any conditions or constraints imposed on the AUTHORITY or 
         any OGD by any superior landlord or superior interest in the Transferring 
         Properties (or third party to whom an OGD has outsourced the management of 
         its property portfolio) which prevent the use of the Transferring Properties 
         by the CONTRACTOR.

3.1.2    Where the CONTRACTOR provides its own accommodation for purposes of performing 
         the Services, the CONTRACTOR shall inform the AUTHORITY of the address of such 
         accommodation and all other relevant details thereof as may be reasonably 
         requested by the AUTHORITY and shall ensure that such accommodation shall be fit 
         for the purpose of providing the Services in accordance with all applicable 
         provisions hereof.

3.2      Transferring Properties' Lease Costs

         Subject to the provisions of Clause 6.2, the CONTRACTOR shall bear any costs 
         due under the provisions of the relevant Property Agreement or otherwise 
         relating to the occupation by the CONTRACTOR of Transferring Properties unless 
         such costs were attributable to the period prior to the Cutover Date.

3.3      Transfer of AUTHORITY Properties

3.3.1    In relation to the AUTHORITY Properties which the CONTRACTOR chooses to use 
         pursuant to Clause 3.1 with effect from the Cutover Date or with effect from 
         such date as any consents as are required to be lawfully granted are received 
         (whichever is the later), the AUTHORITY shall grant and the CONTRACTOR shall 
         accept a Sublease in form set out in Schedule 10 which will include the 
         relevant Site Services Schedule set out in Appendix 5 to Schedule 10 with 
         such amendments as are necessary to evidence the Parties, the rent term and
         other conditions applying to each specific Transferring Property.

3.3.2    In a situation where the AUTHORITY holds a Transferring Property under a 
         lease permitting a subletting with the consent of the superior landlord but a
         licence to underlet or other relevant consent required for such subletting 
         to lawfully proceed has not been obtained by the AUTHORITY on or before the 
         Cutover Date, the AUTHORITY shall grant and the CONTRACTOR shall accept a 
         Tenancy at Will in respect of such AUTHORITY Property.

3.3.3    The AUTHORITY shall use its reasonable endeavours to obtain a licence to 
         underlet from each relevant superior landlord prior to the Cutover Date but 
         shall not be obliged to incur any expenditure in order to obtain such consent 
         other than the payment of the superior landlord's proper and reasonable legal 
         and surveyors' costs (and shall not (for the avoidance of doubt) be obliged 
         to pay a premium to any superior landlord) and shall not be obliged to seek 
         a declaration from the Court that such consent is being unreasonably withheld 
         or delayed or be required to act as guarantor of the CONTRACTOR's obligations 
         in the Sublease.

3.3.4    The CONTRACTOR shall provide without undue delay all references and 
         information, financial and otherwise, as are reasonably requested by any 
         superior landlords of the relevant Transferring Properties in support of the 
         AUTHORITY's application for a licence to underlet and the CONTRACTOR shall 
         execute a licence to underlet in such form as the relevant superior landlord 
         may require. If any superior landlord acting reasonably in the opinion of the 
         AUTHORITY properly requests that the CONTRACTOR procures a suitable surety then 
         the CONTRACTOR shall use its reasonable endeavours to comply with such request.

3.4      Transfer of OGD Properties

3.4.1    In relation to the OGD Properties the AUTHORITY shall use its reasonable 
         endeavours (which will not include incurring the payment of any premiums or 
         other expense other than the payment of the reasonable and proper legal and 
         surveyors' costs and expenses incurred by that OGD) to procure that the 
         relevant OGD shall

3.4.1.1  permit the CONTRACTOR to occupy with effect from the Cutover Date the OGD 
         Properties; and

3.4.1.2  subject to the provision of Clause 3.6 below enter into a lease or sublease 
         with the CONTRACTOR in such form as the relevant OGD Property may require.

3.4.2    For the avoidance of doubt the CONTRACTOR shall in respect of each of the 
         OGD Properties, with effect from the Cutover Date or (if later) with effect 
         from such date as any consents as are requisite for the relevant document 
         to be lawfully entered into are received from the OGD's landlord, enter into 
         such form of document as is required by the relevant OGD to evidence the 
         terms of the CONTRACTOR's occupation.

3.4.3    In relation to any application by an OGD for a licence to underlet in 
         relation to any OGD Property the CONTRACTOR shall provide without undue delay
         all references and information, financial and otherwise, as are reasonably
         requested by any superior landlords of the relevant OGD Properties in support of
         the OGD's application for a licence to underlet and the CONTRACTOR shall
         execute a licence to underlet in such form as the relevant superior landlord may
         require. If any superior landlord acting reasonably in the opinion oF the OGD
         properly requests that the CONTRACTOR procures a suitable surety then the
         CONTRACTOR shall use its reasonable endeavours to comply with such request.

3.5      Site Services at OGD Properties

         When the CONTRACTOR enters into a Property Agreement or other documentation to
         evidence the terms of its occupation of an OGD Property if the AUTHORITY so 
         requires, the AUTHORITY and the CONTRACTOR shall at the same time enter into 
         a Services Deed PROVIDED THAT (i) the AUTHORITY shall not be obliged to 
         provide any services which will be provided to the CONTRACTOR by the relevant 
         OGD or third party to whom the OGD has outsourced its property management 
         under the terms of the CONTRACTOR's occupation of the relevant OGD Property 
         and (ii) the cost of the Core Services incurred by the CONTRACTOR shall be 
         invoiced to the AUTHORITY in accordance with Paragraph 3.4 of Schedule 13.

3.6      Relocation in Special Circumstances

3.6.1    The provisions of this Clause 3.6 shall apply if any one or more of the 
         circumstances referred to in Clauses 3.6.1.1 to 3.6.1.4 occur:

3.6.1.1  by the Cutover Date the AUTHORITY or an OGD has not been able to grant 
         to the CONTRACTOR a Tenancy at Will or other permission to occupy in respect 
         of a Transferring Property; or

3.6.1.2  a Tenancy at Will or other permission to occupy in respect of a Transferring 
         Property is terminated other than as the result of an act or default of the 
         CONTRACTOR or the grant of a Sublease: or

3.6.1.3  the determination of a Short Sublease (as defined below in Clause 3.6.5) 
         other than as a result of an act or default of the CONTRACTOR; or

3.6.1.4  the terms of any lease sublease required by any OGD in accordance with 
         Clause 3.4.1.2 contains obligations upon the CONTRACTOR which are more 
         onerous than those contained in the Property Agreement set out 
         Appendix 4 of Schedule 10.

3.6.2    The CONTRACTOR shall (without prejudice to its obligations contained in this 
         Agreement relating to me provision of the Services) immediately consider
         whether it is able to provide the relevant Services from any other property 
         which it then occupies (and shall use reasonable endeavours to do so) and 
         shall inform the AUTHORITY as soon as reasonably practicable whether it is 
         able to provide the relevant Services from such property together with any 
         additional costs of providing such accommodation.

3.6.3    The AUTHORITY shall consider the proposal from the CONTRACTOR provided pursuant 
         to Clause 3.6.2 and shall either:

3.6.3.1  request that the CONTRACTOR provides the Services from the other properties 
         specified in its proposal; or

3.6.3.2  use reasonable endeavours to procure that the PRIME Contractor, under the terms 
         of the PRIME Agreement, shall provide alternative premises to the AUTHORITY 
         (known as the "Alternative Premises" for the purposes of this Clause 3.7 and 
         Clause 3.8) in accordance with the PRIME Agreement for occupation by the 
         CONTRACTOR for the purpose of carrying out the Services.

3.6.4    For the avoidance of doubt, the CONTRACTOR shall not refuse to enter into the 
         documents in respect of the Alternative Premises referred to in Clause 3.6.3.2.

3.6.5    For the purposes of this Clause 3 the term "Short Sublease" shall mean a Sublease 
         which is granted for a term shorter than the term of this Agreement as a result 
         only of (a) the remainder of the term of the lease under which the relevant
         Transferring Property is held by the AUTHORITY or an OGD being shorter than the
         term of this Agreement or (b) the requirement of the AUTHORITY or an OGD that
         the term of such Sublease is shorter than the term of this Agreement.

3.7      Transferring Properties and the Change Control Procedure

3.7.1    If the AUTHORITY in relation to any Transferring Properties referred to in
         Clause 3.7. is unable to procure that the PRIME Contractor provides Alternative
         Premises, then:

3.7.1.1  the AUTHORITY shall have no further liability to the CONTRACTOR in relation 
         to such Transferring Property and shall be under no obligation to provide 
         alternative accommodation for the CONTRACTOR;

3.7.1.2  the CONTRACTOR shall at its own cost and expense search for a suitable 
         alternative property in order to allow the CONTRACTOR to perform its 
         obligations under this Agreement (known as the "New Property" for the 
         purposes of this Clause 3.8);

3.7.1.3  the CONTRACTOR shall procure that the charges payable for the New Property 
         (including, without prejudice to the generality of the foregoing, rent and 
         any service charge payable) shall be fair and reasonable;

3.7.1.4  conditional upon the AUTHORITY approving (such approval not to be unreasonably 
         withheld or delayedt charges payable and other terms of occupation in respect 
         of the New Property and subject to Clause 3.1.3, the CONTRACTOR or the 
         AUTHORITY shall be entitled to invoke the Change Control Procedure and the 
         CONTRACTOR shall enter into the necessary documentation (and the CONTRACTOR 
         is to use reasonable endeavours to ensure that such documentation contains 
         obligations upon the CONTRACTOR which are no more onerous than those contained 
         in the Property Agreements set out in Appendix 4 of Schedule 10) to procure 
         the occupation of the New Property by the CONTRACTOR in order for the CONTRACTOR 
         to perform its obligations under this Agreement.

3.7.2    for the avoidance of doubt, only those charges for the New Property that relate 
         to that part of the New Property from which the CONTRACTOR delivers the Services 
         will be charged to the AUTHORITY under the fixed Charges as described in 
         Schedule 12.

3.8      CONTRACTOR Default

3.8.1    Upon the termination of a Sublease resulting from the act or default of the
         CONTRACTOR then:

3.8.1.1  the AUTHORITY shall (a) have no further liability to the CONTRACTOR in relation 
         to such property and (b) be under no obligation to provide alternative 
         accommodation for the CONTRACTOR; and

3.8.1.2  the Contractor shall be responsible at its own cost and expense for finding 
         alternative accommodation to enable it to perform the Services in accordance 
         with the terms of this Agreement and shall not be permitted to recover the cost 
         of such alternative accommodation either as a fixed Charge or a Notifiable Cost.

3.9      Service Disruption due to Relocation

3.9.1    If the CONTRACTOR is relocated by the AUTHORITY to alternative premises under 
         the terms of the Property Agreements granted by the AUTHORITY and the CONTRACTOR 
         does not meet the Service Levels as a direct result of such relocation the 
         AUTHORITY shall waive the application of Service Credits to the extent that it 
         deems in its reasonable discretion fair for the period of disruption caused 
         by the relocation.

3.9.2    Notwithstanding the provisions of Clause 3.9.1 above, the CONTRACTOR shall 
         in such circumstances use all reasonable endeavours to perform, or resume 
         performance of, the Services to the Service Levels specified in Schedule 5 
         as soon as practicable.

3.10     Warranties by the AUTHORITY

         The AUTHORITY does not provide any warranties or representations in relation 
         to the Transferring Properties or other properties and except as expressly 
         stated in this Agreement, all warranties. representations, assurances, 
         undertakings and conditions by the AUTHORITY in relation to the Transferring 
         Properties or other properties (including without limitation, warranties and 
         conditions as to title, quiet enjoyment, fitness for purpose and description)
         whether express or implied by statute, common law or otherwise, are hereby 
         excluded to the extent permitted by law.

3.11     Warranties by the CONTRACTOR

3.11.1   The CONTRACTOR hereby warrants and represents that:

3.11.1.1 it has been given the opportunity to inspect and carry out surveys and other 
         relevant investigations at Transferring Properties and to satisfy itself as 
         to all matters concerning the suitability of the Transferring Properties and 
         OGD Properties for the provision of the Services in accordance with this 
         Agreement and that it has so satisfied itself;

3.11.1.2 the accommodation from which the Services are to be provided shall be fit for 
         the purposes of providing the Services.

3.12     Use of Transferring Properties for services to other Customers

         Subject to the prior written approval of the AUTHORITY but not otherwise, the 
         CONTRACTOR shall be entitled in the case of Transferring Properties held by 
         the AUTHORITY under a lease so allowing to use or exploit such Transferring 
         Properties in the provision of services to any third party customer, provided
         that such use or exploitation does not adversely affect the provision of the 
         Services to the AUTHORITY in accordance herewith. In the event that a change 
         to the requirement results in an increased volume of work in those sites where 
         the CONTRACTOR is also delivering services to third party customers, the 
         CONTRACTOR shall acknowledge that delivery of services under this Agreement 
         shall prevail. For the avoidance of doubt, where such a situation occurs, 
         any costs which accrue to the CONTRACTOR can continue to provide services 
         to third party customers shall be borne entirely by the CONTRACTOR.

3.13     Scottish Properties

         With effect from the Cutover Date or (if later) with effect from such date as 
         any consents as are requisite for the relevant Property Agreement to be 
         lawfully granted are received, the AUTHORITY shall grant (and shall use its 
         reasonable endeavours to procure that any OGD shall grant) and the CONTRACTOR
         shall accept the relevant Property Agreement in respect of the Transferring 
         Properties located in Scotland modified to give effect to Scottish Law.

4.1      Introduction

4.1.1    The CONTRACTOR shall be responsible for providing at its own cost and expense 
         all the assets necessary to perform the Services in accordance herewith.

4.1.2    Where the CONTRACTOR replaces any of the Assets ar introduces additional assets 
         or where it uses assets other than the Assets in the provision of the Services 
         to the AUTHORITY it shall ensure that all such replacement, additional assets 
         or other assets are of a standard which is at least industry standard and are 
         fit for the purpose of providing the Services and remain fit for such purpose 
         for the term of the Agreement unless and until such assets are themselves 
         replaced in accordance with this Agreement.

4.1.3    The CONTRACTOR shall not use any IT assets other than those detailed in 
         Schedules 6 in the provision of the Services and shall be responsible for
         maintaining Schedule 6 in line with any changes to the Assets used. For the
         avoidance of doubt any change to Schedule 6 (including to reflect any removal,
         replacement or addition of IT assets) shall be subject to the process outlined 
         in the Service Specification but shall not entitle the CONTRACTOR to any 
         variation of the Charges.

4.1.4    The CONTRACTOR shall provide the AUTHORITY with an updated copy of Schedule 6:

4.1.4.1  on each anniversary of the Cutover Date; and/or

4.1.4.2  within fifteen (15) Working Days of any request to do so by the AUTHORITY; and/or

4.1.4.3  within fifteen (15) Working Days of any notice to terminate this Agreement or 
         twelve (12) Months prior to expiry of this Agreement.

4.2      Transfer of Assets

         The parties do not anticipate that there will be any transfer of Assets from 
         the AUTHORITY to the CONTRACTOR at the Cutover Date; however the provisions 
         of Clauses 4.3, 4.4 and 4.6 below shall apply to any future transfer of assets 
         from the AUTHORITY to the CONTRACTOR during the term of this Agreement.

4.3      Title and Risk

         Title and risk in any Assets transferred from the AUTHORITY to the CONTRACTOR 
         shall pass to the CONTRACTOR on the date of such transfer.

4.4      Warrenties by the AUTHORITY

4.4.1    For any assets transferred from the AUTHORITY to the CONTRACTOR, the AUTHORITY 
         shall warrant and represent to the CONTRACTOR as follows:

4.4.1.1  no consents or agreements of third parties are required for the transfer of any 
         Asset to the CONTRACTOR;

4.4.1.2  each of the Assets is (or will be at the date upon which title in such Asset
         is to be transferred hereunder) owned legally and beneficially by the AUTHORITY 
         or the AUTHORITY will be able to procure its sale to the CONTRACTOR free from 
         any third party right, option, right to acquire, mortgage, charge, pledge, 
         lien or other form of security or encumbrance or equity other than:

         (a) provisions in contracts for the purchase of goods providing for the
             retention of title by the seller pending payment as detailed in
             Schedule 6 (if any): and

         (b) Assets which are held under Equipment Leases as detailed in Schedule 6;

4.4.1.3  except to the extent to which any of the Assets is subject to matters set 
         out in Clause 4.4.1.2(a) and/or Clause 4.1.1.2(b), the AUTHORITY shall 
         undertake to procure the sale of such Assets free from the third party right;

4.4.1.4  each of the Assets capable of possession is in the possession of the 
         AUTHORITY or subject to its control; and

4.4.1.5  with respect to the AUTHORITY Software, Use of the AUTHORITY Software by 
         the CONTRACTOR or its Subcontractors in the provision of the Services 
         shall not infringe any third party Intellectual Property Rights provided 
         that no warranty is given with respect to any Use outside the provision 
         of the Services.

4.5      Use of Assets for services to Other Customers

4.5.1    The AUTHORITY hereby approves the use or exploitation of the Shared Use 
         Assets for the benefit of any third party customer provided that such use or
         exploitation does not adversely affect the provision of the Services to the
         AUTHORITY in accordance herewith.

4.5.2    The CONTRACTOR shall not be entitled to use or exploit any Sole Use Assets 
         for the benefit of third parties unless the AUTHORITY consents in 
         accordance with the provisions of Clause 6.8.2 and provided that such use or
         exploitation does not adversely affect the provision of the Services to the
         AUTHORITY in accordance herewith.

4.6      Indemnities by the AUTHORITY

         The AUTHORITY shall indemnify and hold harmless the CONTRACTOR from and 
         against all claims, actions, costs, expenses (including reasonable legal fees) 
         and demands arising out of or in connection with any liabilities of the 
         AUTHORITY under the Equipment Leases, the AUTHORITY Third Party Software, 
         the AUTHORITY Software, the AUTHORITY Data, the Third Party Agreements or 
         otherwise with respect to any Assets transferred from the AUTHORITY to the 
         CONTRACTOR which accrued or arose from facts existing during the period 
         prior to the date of transfer.

4.7      AUTHORITY Software

4.7.1    Ownership of all Intellectual Property Rights in the AUTHORITY Software
         shall remain with the AUTHORITY and the CONTRACTOR shall not acquire title to
         the Intellectual Property Rights in the AUTHORITY Software.

4.7.2    Any modifications to any AUTHORITY Software shall be considered to be 
         Specially Written Software.

4.7.3    The AUTHORITY hereby grants to the CONTRACTOR and the CONTRACTOR hereby 
         accepts a non-exclusive, royalty-free, non-transferable licence for the 
         duration of this Agreement solely for the performance of this Agreement:

4.7.3.1  to Use, copy and modify the AUTHORITY Software (including any modifications 
         or enhancements thereof) identified in Appendix 4 of Schedule 6 as being 
         subject to this Clause 4.7.3.1 ; and

4.7.3.2  to Use the AUTHORITY Software (including any modifications or enhancements 
         thereof) identified in Appendix 6 of Schedule 6 as being subject to this 
         Clause 4.7.3.2.

4.7.4    The licences granted hereunder to the CONTRACTOR shall inure to the benefit 
         of its Subcontractors solely for the purposes of providing the Services.

4.7.5    The AUTHORITY shall have exclusive ownership of and hereby reserves all 
         Intellectual Property Rights which may subsist in its own technology, 
         information, data, know how, ideas, designs, software, inventions, 
         documentation and all other tangible and intangible items of the AUTHORITY 
         which exist as at the date of this Agreement or are otherwise outside the 
         scope of this Agreement.

4.7.6    The CONTRACTOR shall not be entitled to use or exploit the AUTHORITY 
         Software for the benefit of third parties unless the AUTHORITY consents 
         to such use or exploitation in accordance with the provisions of Clause
         6.8.2.

INTELLECTUAL PROPERTY RIGHTS

4.8      AUTHORITY Third Party Software

4.8.1    The CONTRACTOR shall not acquire title to the Intellectual Property Rights 
         in the AUTHORITY Third Party Software which is supplied hereunder.

4.8.2    The AUTHORITY shall, in respect of the AUTHORITY Third Party Software, 
         grant to the CONTRACTOR or procure that the licensor of the AUTHORITY 
         Third Party Software grants to the CONTRACTOR, the benefit of the right 
         to Use such AUTHORITY Third Party Software under the relevant licence
         agreement between the AUTHORITY and such licensar Iisted in Appendix 4 of
         Schedule 6.

4.8.3    The licences granted to the CONTRACTOR hereunder shall inure to the benefit 
         of its Subcontractors solely for the purposes of providing the Services.

4.8.4    The CONTRACTOR shall be responsible for the cost and expense of procuring 
         the use of the AUTHORITY Third Party Software for the purposes of
         providing the Services.

4.8.5    Where, in respect of AUTHORITY Third Party Software, a licence fee has
         been paid by the AUTHORITY to the relevant licensor which relates to any 
         period after the Cutover Date, the CONTRACTOR shall reimburse the AUTHORITY 
         on the Cutover Date for that part of the licence fee which relates to such 
         period.

4.9      CONTRACTOR Software

4.9.1    Ownership of all Intellectual Property Rights in the CONTRACTOR Software 
         shall remain with the CONTRACTOR and the AUTHORITY shall not acquire title 
         to the Intellectual Property Rights in the CONTRACTOR Software. The
         CONTRACTOR shall retain all Intellectual Property Rights in any modifications 
         or enhancements to the CONTRACTOR Software.

4.9.2    The CONTR4CTOR hereby grants to the AUTHORITY a non-exclusive, royalty free, 
         non-transferable and irrevocable licence to Use the CONTRACTOR Software for 
         the purposes of receiving the Services during the term of this Agreement.

4.9.3    The CONTRACTOR acknowledges that certain CONTRACTOR Software is essential 
         to the provision of the Services and as such shall be either:

4.9.3.1  specified in Schedule 6; or

4.9.3.2  agreed by the parties via the Change Control Procedures,

         as being Essential Contractor Software.

4.9.4    During the term of the Agreement the CONTRACTOR shall provide the AUTHORITY 
         with a non-exclusive, royalty free. non-transferable and irrevocable
         licence to Use, copy and modify the Essential CONTRACTOR Software to the
         extent necessary to enable the AUTHORITY to receive the benefit of the Services.
         Following the expiry or early termination of this Agreement, the CONTRACTOR
         shall provide a licence to the Authority for the essential CONTRACTOR Software 
         in accordance with Clause 4.16.2.

4.9.5    For the avoidance of doubt, any newly-created Software (excluding any
         modifications or enhancements to the CONTRACTOR Software) which is proposed
         by the CONTRACTOR and which is, following agreement in accordance with the
         Change Control Procedures, developed by the CONTRACTOR (or its employees,
         agents or subcontractors) during the term of this Agreement for the benefit 
         of the AUTHORITY and other customers of the CONTRACTOR shall be deemed to be
         Essential CONTRACTOR Software unless otherwise agreed by the parties.

4.9.6    The AUTHORITY shall be entitled to engage a third party to Use the CONTRACTOR 
         Softvare to the extent that it is necessary to enable the AUTHORITY to receive 
         the benefit of the Services subject to and in accordance with this Agreement 
         on behalf of the AUTHORITY provided that such third party shall have entered 
         into a confidentiality undertaking substantially in the form as set out in 
         Clause 12.5 for the benefit of the CONTRACTOR and any of its Subcontractors.

4.9.7    The CONTRACTOR (and including where appropriate, its Subcontractors) shall 
         have exclusive ownership of and hereby reserves all Intellectual Property 
         Rights which may subsist in its own technology, information, data, know how, 
         ideas, designs, software. inventions, documentation and all other tangible 
         and intangible items of the CONTRACTOR (or Subcontractor) which exist as 
         at the date of this Agreement or are otherwise outside the scope of this
         Agreement.

4.9.8    Nothing in this Agreement shall prevent the CONTRACTOR or any of its
         Subcontractors from using data processing techniques, ideas and know-how
         gained during the performance of this Agreement in the furtherance of its 
         normal business to the extent that it does not relate to a disclosure of 
         Confidential Information of the AUTHORITY or any infringement by the 
         CONTRACTOR or its Subcontractors of any Intellectual Property Rights of 
         the AUTHORITY.

4.10     CONTRACTOR Third Party Software

4.10.1   The AUTHORITY shall not acquire title to the Intellectual Property Rights
         in any CONTRACTOR Third Party Software which is supplied hereunder.

4.10.2   The CONTRACTOR shall, in respect of any CONTRACTOR Third Party Software 
         provided by the CONTRACTOR and necessary for the receipt of the Services, 
         grant to the AUTHORITY, or shall procure that the licensor of the
         CONTRACTOR Third Party SatVrare grants to the AUTHORITY, the benefit of the
         right to Use such CONTRACTOR Third Party Software for the purposes of the
         receipt of the Services.

4.10.3   For the avoidance of doubt, the CONTRACTOR shall be responsible for the cost 
         and expense of procuring the Use of the CONTRACTOR Third Party Software for 
         the purposes of providing the Services.

4.10.4   The CONTRACTOR shall procure that the AUTHORITY be entitled to engage a 
         third party to Use the CONTRACTOR Third Party Software to the extent
         that it is necessary to enable the AUTHORITY to receive the benefit of 
         the Services subject to and in accordance with this Agreement on behalf 
         of the AUTHORITY provided that such third party shall have entered into 
         a confidentiality undertaking for the benefit of the CONTRACTOR or its 
         relevant Subcontractors substantially in the form set out in Clause 12.5.

4.11     Specially Written Software

4.11.1   Specially Written Software shall be any newly-created Software (excluding 
         any modifications or enhancements to the CONTRACTOR Software, CONTRACTOR 
         Third Party Software or AUTHORITY Third Party Software) which is:

4.11.1.1 requested by the AUTHORITY and which is, following agreement in accordance 
         with the Change Control Procedures, developed by or on behalf of the 
         CONTRACTOR during the term oF this Agreement for the provision of the 
         Services; or

4.11.1.2 proposed by the CONTRACTOR and which is, following agreement in accordance 
         with the Change Control Procedures. developed by or on behalf of the 
         CONTRACTOR during the term of this Agreement uniquely for the provision of 
         the Services.

4.11.2   Any modifications to AUTHORITY Software or Specially Written Software
         shall be considered Specially Written Software.

4.11.3   The CONTRACTOR:

4.11.3.1 hereby assigns, or shall procure that any owner of Intellectual Property
         Rights in the Specially Written Software assi9gs, to the AUTHORITY with
         full title guarantee, where appropriate by way of present assignment of
         future rights, all rights, title and interest in the Intellectual Property 
         Rights in the Specially Written Software. Such assignment shall take effect 
         from the date of this Agreement or if later the date on which such 
         Intellectual Property Rights come into existence: and

4.11.3.2 shall, to the extent permitted by law, procure a waiver in favour of the
         AUTHORITY of any moral rights in the Intellectual Property Rights in the
         Specially Written Software.

4.11.4   The CONTRACTOR shall execute any and all deeds and documents and do all 
         such further acts as the AUTHORITY may reasanably require to perfect the
         assignment of the Intellectual Property Rights referred to in Clause 
         4.11.3.1 and/or to vest or register such Intellectual Property Rights 
         in the name of the AUTHORITY and which may be required under the laws of 
         any country in which any of such Intellectual Property Rights may subsist.

4.11.5   The CONTRACTOR shall ensure that the CONTRACTOR's employees, agents or 
         Subcontractors (and the employees and agents of its Subcontractors)
         shall assign any Intellectual Property Rights in the Specially Written 
         Software owned by them either direct to the AUTHORITY or to the CONTRACTOR 
         to enable the CONTRACTOR to comply with its obligations hereunder.

4.11.6   The AUTHORITY hereby agrees to and shall grant, to the CONTRACTOR a 
         royalty-free, worldwide, non-transferable, non-exclusive licence to Use, 
         copy and modify such Specially Written Software for the purpose of the
         performance of this Agreement.

4.11.7   The licences granted to the CONTRACTOR hereunder shall inure to the
         benefit of its Subcontractors solely for the purposes of providing 
         the Services.

4.11.8   The CONTRACTOR shall not be entitled to use or exploit the Specially
         Written Software for the benefit of third parties unless the AUTHORITY 
         consents to such use or exploitation in accordance with the provisions 
         of Clause 6.8.2.

4.12     Deposited Software

4.12.1   The CONTRACTOR shall:

4.12.1.1 place the Source Code of any CONTRACTOR Software or CONTRACTOR Third 
         Party Software identified in Schedule 6 as Deposited Software in escrow 
         with the NCC on the basis of the appropriate standard agreement or on 
         such other terms as the AUTHORITY, the CONTRACTOR and the NCC shall agree. 
         Such escrow agreements are to be entered into within thirty (30) days of 
         the Cutover 0ate: and

4.12.1.2 during the term of the Agreement, place the Source Code of any CONTRACTOR 
         Software nominated by the AUTHORITY in escrow with the NCC and shall, 
         subject to Clause 4.12.2, use its reasonable endeavours to place any 
         CONTRACTOR Third Party Software nominated by the AUTHORITY in escrow 
         with the NCC on the basis of the appropriate standard agreement or on 
         such other terms as the AUTHORITY, the CONTRACTOR and the NCC shall agree. 
         Such escrow agreements are to be entered into within thirty (30) days of 
         such request.

4.12.2   The parties agree that Clause 4.12.1.2 shall not apply to any CONTRACTOR 
         Third Party Software identified in Schedule 6 as not available to be
         deposited in escrow.

4.12.3   The parties agree that, in addition to the trigger events contained in 
         the standard NCC escrow agreement, the AUTHORITY shall have the right to 
         request the source code of any Deposited Software from the NCC if the 
         AUTHORITY exercises its rights to take Step-In Action pursuant to 
         Clause 10.15.

4.12.4   The CONTRACTOR and the AUTHORITY hereby agree that both parties shall 
         each pay their respective fees as set aut in any escrow agreement entered
         into pursuant to Clauses 4.12.1.

4.12.5   Subject to any specific licence terms specified in Schedule 6, the
         CONTRACTOR hereby grants to the AUTHORITY a perpetual, non-transferable
         and non-exclusive licence to Use, reproduce, modify, adapt and enhance (and to
         authorise a third party to Use, reproduce, modiry, adapt and enhance) the source
         code and object code versions of the Deposited Software. However, the foregoing
         licence shall only become effective if the AUTHORITY becomes entitled to obtain
         access to the Source Code version of the Software pursuant to the source code
         escrow agreement referred to in Clause 4.12.1 and the licence shall be subject to
         any restrictions contained herein in respect of the object code version of the
         Deposited Software provided that such restrictions shall not detract from the 
         rights granted hereunder.

4.13     Documentation

4.13.1   Ownership of all Intellectual Property Rights in the Documentation shall
         remain with the AUTHORITY and the CONTRACTOR shall not acquire title to the
         Intellectual Property Rights in the Documentation.

4.13.2   The AUTHORITY hereby grants, in respect of the Documentation, to the CONTRACTOR 
         and its Subcontractors a non-exclusive, royalty free licence to use, copy and, 
         subject to the prior approval of the AUTHORITY, modify the 0ocumentation solely 
         for the performance of this Agreement and shall provide a copy of the 
         Documentation listed in Schedule 28 to the CONTRACTOR on the Cutover Date.

4.13.3   For the avoidance of doubt the licence granted to the CONTRACTOR in 
         Clause 4.13.2 shall inure to the benefit of its Subcontractors solely for the 
         purposes of providing the Services.

4.14     AUTHORITY Forms and Consumables

4.14.1   The AUTHORITY shall grant to the CONTRACTOR and its Subcontractors a royalty 
         free, non-exclusive, non-transferable licence for the duration of this 
         Agreement to:

4.14.1.1 use the AUTHORITY forms listed in Schedule 29 for the purposes of performing 
         the Services; and

4.14.1.2 reproduce and distribute the AUTHORITY Forms listed in Appendix 1 of 
         Schedule 29 for the purposes of performing the Services, but not otherwise.

4.14.2   The AUTHORITY shall provide the CONTRACTOR with a master copy of each of 
         the AUTHORITY forms listed in Appendix 1 of Schedule 29 by the Cutover
         Date to facilitate the reproduction of the same.

4.14.3   Ownership of all Intellectual Property rights in the AUTHORITY Forms shall 
         remain with the AUTHORITY.

4.14.4   The CONTRACTOR shall at its own expense provide all other consumables which 
         are required for its performance of the Services.

4.15     AUTHORITY Data

4.15.1   The CONTRACTOR:

4.15.1.1 claims no rights (other than a right to use for the purposes of proving the
         Services) in the AUTHORITY Data and the AUTHORITY hereby reserves all 
         Intellectual Property Rights which may subsist in AUTHORITY Data. The 
         CONTRACTOR shall not delete or remove any copyright notices contained 
         within or relating to AUTHORITY Data; and

4.15.1.2 claims no rights (other than a right to use far the purposes of providing
         the Services) in any Third Party Data. The CONTRACTOR shall not delete or 
         remove any copyright notices contained within or relating to Third Party Data.

4.16     Licences on Expiry or Termination of the Agreement

4.16.1   In the event of the termination of this Agreement for whatever reason, the
         following licences shall be terminated automatically:

4.16.1.1 the licence to Use, or Use, copy and modify the AUTHORITY Software 
         pursuant to Clause 4.7.3;

4.16.1.2 the licence to Use the AUTHORITY Third Party Software pursuant to
         Clause 4.8.2; and

4.16.1.3 the licence to Use, copy and modify the Specially Written Software
         pursuant to Clause 4.11.6.

         and the CONTRACTOR shall provide the AUTHORITY with all copies of the 
         source code and object code of all AUTHORITY Software, AUTHORITY Third 
         Party Software and Specially Written Software in its possession in 
         accordance with the provisions of Schedule 26.

4.16.2   In the event of the termination of this Agreement for whatever reason the
         CONTRACTOR shall grant to the AUTHORITY or a Replacement Contractor a 
         non-exclusive, royalty free, non-transferable, perpetual and irrevocable 
         licence to:

4.16.2.1 Use, copy and modify the Essential CONTRACTOR Software (including any 
         modifications or enhancements thereof which are made after the
         termination hereof as identified in Appendix 6 of Schedule 6; and

4.16.2.2 to Use all other CONTRACTOR Software (including any modification or
         enhancements thereof which are made after the termination hereof) listed
         in Appendix 6 of Schedule 6.

         for the purpose of providing or receiving any Replacement Services.

4.16.3   The CONTRACTOR shall, subject to Clause 4.16.6, provide the AUTHORITY
         or a Replacement Contractor (as appropriate) with a copy of the source 
         code and object code of all such Essential CONTRACTOR Software in
         accordance with the provisions of Schedule 26.

4.16.4   Subject to the licences in Clause 4.16.2, the CONTRACTOR shall retain
         all Intellectual Property Rights in any modifications or enhancements to 
         the Essential CONTRACTOR Software and the AUTHORITY and Replacement
         Contractor shall upon request assign back to the CONTRACTOR all right, 
         title and interest in the Intellectual Property Rights in such 
         modifications or enhancements.

4.16.5   In the event of the termination of this Agreement the CONTRACTOR shall,
         if so required by the AUTHORITY, use all reasonable endeavours to assign
         or novate in favour of and at no cost to (except for any charges payable 
         thereunder) to the AUTHORITY or the Replacement Contractor any licence 
         granted pursuant to Clause 4.10.2 relating to CONTRACTOR Third Party 
         Software in accordance with the provisions of Schedule 26.

4.16.6   The CONTRACTOR shall be entitled to retain copies of source code and
         object code in its possession which relate to any AUTHORITY Software or
         Specially Written Software for which the CONTRACTOR has a licence to exploit
         pursuant to Clause 6.9.2.

5.1      Introduction

         The CONTRACTOR shall be responsible for providing at its own cost and 
         expense all the personnel necessary to perform the Services in accordance 
         herewith.

5.2      Application of the Transfer Regulations

5.2.1    The parties acknowledge that the Transfer Regulations are not anticipated 
         to apply to any independent contractor (including the fee Paid Registered 
         Medical Practitioners) whose services may be engaged by the CONTRACTOR as 
         at the Cutover Date.

5.2.2    The parties do not anticipate that the Transfer Regulations will apply to
         any employee of the AUTHORITY at the Cutover Date; however Clauses 5.5 to
         5.10 inclusive shall apply to any future transfers from the AUTHORITY to 
         the CONTRACTOR during the term of the Agreement.

5.3      CONTRACTOR Obligations

         If the Transfer Regulations apply to any employee of the AUTHORITY at the 
         Cutover Date or anytime during the term of the Agreement:

5.3.1    the CONTRACTOR shall employ the Transferring Authority Employees on terms 
         and conditions of employment which are the same as (except in relation to
         rights to old age, invalidity or survivors' benefits under occupational 
         pension arrangements which are governed by Clause 5.10 of this Agreement)
         those which apply to them immediately prior to the relevant Transfer Date. 
         For the avoidance of doubt, such terms shall include the right to injury 
         benefits and the right to such severance benefits on redundancy or early 
         retirement which are the same as those which, had the employment of the 
         Transferring Authority Employees by the AUTHORITY continued, would have 
         been provided at the relevant Transfer Date to the Transferring Authority 
         Employees; and

5.3.2    where at the relevant Transfer Date there exists a collective agreement
         made by or on behalf of the AUTHORITY with a trade union recognised by the
         AUTHORITY in respect of any Transferring Authority Employee, the
         CONTRACTOR will treat such collective agreement as if made with it in
         accordance with Regulation 6 of the Transfer Regulations. On the relevant
         Transfer Date, the CONTRACTOR will recognise any trade union recognised by
         the AUTHORITY immediately prior to the relevant Transfer Date, in accordance
         with Regulation 9 of the Transfer Regulations.

5.4      Charges Change Request

5.4.1    The CONTRACTOR shall be entitled to request a change to the Charges under 
         the Agreement in accordance with the Change Control Procedures set out
         therein in respect of costs expenses or claims arising from the transfer 
         of any Transferring Authority Employee;

5.4.2    A Charges Change Request may be requested where:

5.4.2.1  the Charges Change Request is made within six (6) months of the relevant
         Transfer Date;

5.4.2.2  the CONTRACTOR making the Charges Charqe Request adduces reasonable 
         evidence in support of such Charges Change Request;

5.4.2.3  the Charges Change Request is made with respect to any costs or claims 
         arising out of or in connection with or as a result of any claim or
         demand by any employees of the AUTHORITY claiming that they should 
         have been transferred to the CONTRACTOR, whether in contract or in tort 
         or under statute (induding the Treaty of Rome and any Directives made 
         under the authority of the Treaty of Rome) for any remedy including, 
         without limitation, pursuant to the Employment Rights Act 1996; and

5.4.2.4  the total cost of the changes for the Charges Change Request exceeds 
         five thousand pounds (£5,000).

5.5      Indemnities by the AUTHORITY

         The AUTHORITY shall indemnify and hold harmless the CONTRACTOR from and 
         against all losses, costs, awards, liabilities and expenses (including 
         reasonable legal fees) and demands arising out of or in connection with 
         or as a result of any claim or demand by or on behalf of any Transferring 
         Authority Employees for sex, race or disability discrimination or
         discrimination on the basis of sexual orientation, religion or belief or 
         pursuant to the Working Time or National Minimum Wage Regulations, 
         statutory redundancy, unfair dismissal and/or wrongful dismissal, 
         Trade Union claims or otherwise arising from any act, faults or omission of
         the AUTHORITY during the period prior to the relevant Transfer Date.

5.6      Indemnities by the CONTRACTOR

5.6.1    The CONTRACTOR shall indemnify and hold harmless the AUTHORITY from and 
         against all losses, costs, awards, liabilities and expenses (including
         reasonable legal fees) and demands arising out of or in connection with:

5.6.1.1  any change or prospective change to the terms and conditions of any
         Transferring Authority Employees or any of them to his or her detriment
         by the CONTRACTOR or any Subcontractor which occurs or will occur on or
         after the relevant Transfer Date.

5.6.1.2  the employment by the CONTRACTOR or any subcontractor on or after the 
         Transfer Date of any of the Transferring Authority Employees other than
         on terms comparable with those enjoyed immediately prior to the relevant
         Transfer Date or termination of the employment of any of them on or after
         the Transfer Date; or

5.6.1.3  any claim or demand by or on behalf of any Transferring Authority 
         Employees whether in contract or in tort or under statute (including the
         Treaty of Rome and any Directives made under the authority of that
         Treaty) for any remedy includig, without limitation, pursuant to the
         Employment Rights Act 1996 or for sex, race or disability discrimination
         or discrimination on the basis of sexual orientation, religion or belief
         or pursuant to the Working Time or National Minimum Wage Regulations,
         statutory redundancy, unfair dismissal, and/or wrongful dismissal or
         otherwise arising from any act, fault or omission by the CONTRACTOR
         or any Subcontractor on or after the Transfer Date.

5.7      Indemnities - General

         The obligations of indemnity accepted by each party in Clauses 5.5 and 5.6
         are conditional upon the indemnifying party being allowed the exclusive 
         right to control the investigation, defence and settlement of each such
         claim and the reasonable assistance of the other party in the defence 
         thereof. The liability of each party under the obligations of indemnity
         accepted in this Clause 5 shall not be subject to any financial limit.

5.8      Information and Consultation

5.8.1    Before any anticipated relevant Transfer Date the AUTHORITY shall inform
         and consult the Trade Unions in accordance with Regulation 10 of the
         Transfer Regulations.

5.8.2    For the purposes of enabling the AUTHORITY to comply with its obligations
         pursuant to Regulation 10 of the Transfer Regulations, the CONTRACTOR
         shall, (and shall procure that the Subcontractor as appropriate shall not
         later than fourteen (14) days after service of notice in writing, give such
         information in writing as the AUTHORITY may reasonably request and shall
         provide such copies of documents as the AUTHORITY may reasonably require.

5.8.3    If and when reasonably required by the AUTHORITY during the period from
         the date hereof until the relevant Transfer Date upon the provision of
         reasonable prior notice, the CONTRACTOR shall and shall procure as 
         appropriate that the Subcontractor shall procure that a representative
         of the CONTRACTOR and as appropriate the Subcontractor will attend
         meetings between the AUTHORITY and the Trade Unions to the CONTRACTOR
         convened for the purposes of providing information to and consultation
         in accordance with the requirements of Regulation 10 of the Transfer
         Regulations and between the AUTHORITY and Transferring Authority Employees
         and shall provide such further information as any reasonably be required.
         The CONTRACTOR shall be liable only for such failures to consult as they
         would be for any such failures under Regulation 10 of the Transfer Regulations.

5.8.4    The CONTRACTOR shall indemnify the AUTHORITY in respect of any costs or 
         claims arising from any failure by it or as appropriate the Subcontractor to
         provide the information which it is obliged to provide to the AUTHORITY in
         accordance with Regulation 10 of the Transfer Regulations and the provisions
         of this Clause except insofar as any such costs or claims arise from the
         failure by the AUTHORITY to inform the Trade Unions of the matters referred
         to it by the CONTRACTOR or as appropriate the Subcontractor.

5.9      Guidance

         The CONTRACTOR shall comply (and shall procure that its Subcontractors comply)
         with its obligations under the Transfer Regulations and any then current
         applicable Government guidance (including but not limited to the Cabinet
         Office Guidance on Staff Transfers in the Public Sector - Statement of
         Practice (January 2000) as amended from time to time) in relation to any
         of the Transferring Authority Employees.

5.10     Pensions

5.10.1   The CONTRACTOR shall (and shall procure that its Subcontractors shall),
         with effect from any Transfer Date, provide pension schemes to any
         Transferring Authority Employees which are certified by the Government
         Actuary's Department (GAD) as providing Broadly Comparable benefits
         to those provided by the AUTHORITY's Pension Scheme as appropriate and
         offer to each Transferring Authority Employee, with effect from the
         Transfer Date, membership of such pension schemes.

5.10.2   For any employees engaged by the CONTRACTOR in the provision of the
         Services who are not Transferring Authority Employees the CONTRACTOR
         shall (and shall procure that its Subcontractor shall), with effect
         from the date of such engagement, provide a pension scheme which is
         to at least the standard of the following:

5.10.2.1 a good quality employer pension scheme (as determined in the reasonable
         opinion of the AUTHORITY), either being a contracted out, final-salary
         based defined pension scheme, or a defined contribution scheme. For
         defined contribution schemes the CONTRACTOR must match the employee
         contributions up to 6%, although either may pay more if they wish; or

5.10.2.2 a stateholder pension scheme, under which the CONTRACTOR will match any
         employee contributions up to 6%, although either may pay more if they wish.

5.10.3   The CONTRACTOR shall be responsible for maintaining adequate funding of
         the CONTRACTOR's Pension Scheme (as determined in accordance with the
         CONTRACTOR's Actuarial Assumptions set out in Appendix 8 of Schedule 12)
         throughout the term of this Agreement.

6.1      Charges to the AUTHORITY

6.1.1    Basic Services

         The Charges for the Basic Services and Pilot Services shall be calculated
         in accordance with the provisions of Schedule 12. For the avoidance of doubt,
         it is agreed that there shall be no additional charges for the Transition
         Services, the Transformation Services and the Termination Services; all
         charges for such Services shall be deemed to be included within the Charges
         for the Basic Services.

6.1.2    Optional Services

         The Charges for the Optional Services shall be as set out for each Optional
         Services in Schedule 31.

6.1.3    Additional Services

         The Charges for any Additional Services shall be calculated in accordance
         with the charging mechanism as set out in Schedule 12 or as otherwise
         agreed by the parties.

6.1.4    Annual Review

6.1.4.1  The Charges and other provisions of Schedule 12 shall be subject to Annual
         Review in accordance with the procedures set out therein, and such Annual
         Review shall take account of the provision of this Clause 6.

6.1.4.2  The Service Levels in Schedule 5 and the related provisions of Schedule 25
         shall be subject to annual review in accordance with the procedures set out
         in Schedule 5.

6.1.4.3  Except as specified in Schedules 5, 12 and 25, the matters referred to in
         Clauses 6.1.4.1 and 6.1.4.2 shall not be subject to review at any other time.

6.1.4.4  For the avoidance of doubt, the rent payable under any leases, Subleases,
         licence Agreements or licences to Occupy shall be subject to review as
         specified in Clause 6.2.1.1 and 6.2.1.3 and shall not be subject to annual
         review under Clause 6.1.4.1.

6.2      Charges to the CONTRACTOR

6.2.1    Rents

6.2.1.1  The rent notifiable to the CONTRACTOR by the AUTHORITY under any Subleases,
         granted pursuant to Clause 3 shall be as specified therein and shall be
         subject to review in accordance with the terms thereof.

6.2.1.2  Any changes in the rents following a review as detailed in the Subleases
         shall be notified to the CONTRACTOR by the AUTHORITY. The change in rents
         shall form part of the Notifiable Costs and shall be effected on the next
         due date for payment.

6.2.1.3  The rent notifiable to the CONTRACTOR by an OGD shall be in accordance with
         the terms of the documentation entered into between that OGD and the
         CONTRACTOR and shall be subject to review in accordance with the terms thereof.

6.2.1.4  Any change in the rents following a review as detailed in the
         documentation pursuant to Clause 6.2.1.3 shall be notified to the CONTRACTOR
         by the AUTHORITY. The change in rents shall form part of the Notifiable
         Costs and shall be effected on the next due date for payment.

6.2.2    Site Services

6.2.2.1  The charges to the CONTRACTOR for Core Services provided to the CONTRACTOR
         under the Site Services Schedules shall be in accordance with the terms of
         the relevant Property Agreement in respect of the AUTHORITY Properties.

6.2.2.2  The charges to the CONTRACTOR for Site Services provided to the CONTRACTOR
         by an OGD shall be in accordance with the terms of the documentation
         entered into between the OGD and the CONTRACTOR.

6.2.2.3  The charges to the CONTRACTOR for the Core Services provided to the
         CONTRACTOR by the AUTHORITY shall be in accordance with the terms of
         the relevant Services Deed.

6.2.2.4  Any changes in the charges for the Core Services referred to in
         Clauses 6.2.2.1 and 6.2.2.3 shall be notified to the CONTRACTOR by the
         AUTHORITY. The changes in such charges shall form part of the Notifiable
         Costs and shall be effected on the next due date for payment.

6.2.2.5  Any changes in the charges for the Site Services referred to in
         Clause 6.2.2.2 shall be notified to the CONTRACTOR by the AUTHORITY.
         The changes of such charges shall form part of the Notifiable Costs
         and shall be effected on the next due date for payment.

6.2.3    Notifiable Costs

         For the avoidance of doubt, any changes to the Notifiable Costs under the
         terms of the Property Agreements in respect of the AUTHORITY Properties
         and Transferring Properties shall be notified to the CONTRACTOR by the
         AUTHORITY and effected on the next due date for payment.

6.2.4    Telecoms Charging

6.2.4.1  The AUTHORITY shall charge the CONTRACTOR as detailed in Schedule 12, for
         the use of telecoms services as specified in Schedule 11 as being subject
         to Notifiable Costs.

6.2.4.2  For the avoidance of doubt, the telephone charges in respect of Direct
         Exchange Lines will be payable by the CONTRACTOR direct to the applicable
         third party.

6.2.5    Courier Charging

         The AUTHORITY shall provide to the CONTRACTOR free of charge access to and
         use of its national courier service in accordance with the provisions of 
         Schedule 11 as currently provided to the Transferring Properties and the
         Casual Hire Properties solely for the purpose of performing the Services.

6.2.6    Postal Services

         For the avoidance of doubt, the CONTRACTOR shall be responsible at its own
         cost and expense for procuring all postal services which it requires in
         connection with this Agreement.

6.3      Compensation for Break Option

         In the event of the AUTHORITY exercising the Break Option in accordance
         with Clause 11.2 the AUTHORITY shall pay to the CONTRACTOR the Termination
         Charge as specified in Part 7 of Schedule 12 on or before the date specified
         in the notice for the Break Option to take effect.

6.4      Payment

6.4.1    Charges

         In consideration of the provision of the Services in accordance with the terms
         of this Agreement the AUTHORITY shall pay the Charges in accordance with the
         invoicing and payment procedure specified in Schedule 13. The AUTHORITY shall
         not be liable for any charges levied by the CONTRACTOR or its representatives
         for any work carried out, or purchases made, by the CONTRACTOR or its
         representatives, except where the work, or purchases, have been formally
         ordered in writing or approval in advance by an authorised representative of
         the AUTHORITY in accordance with Clause 8.3.

6.4.2    Subcontractors

         In the event that the CONTRACTOR, in accordance with the terms of this
         Agreement, enters into a supply contract or a Subcontract in connection with
         this Agreement, the CONTRACTOR shall ensure that a term is included in the
         supply contract or Subcontract which requires the CONTRACTOR to pay all sums
         due thereunder to the relevant supplier or Subcontractor within a specified
         period, not to exceed thirty (30) days, from the date of receipt of a valid
         invoice as defined by the terms of the supply contract or Subcontract
         (as appropriate).

6.4.3    Interest on late Payment

         Interest shall be payable on any late payments under this Agreement in
         accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6.5      VAT

6.5.1    The provision of the Services is subject to VAT and the Charges are stated
         exclusive of VAT.

6.5.2    The AUTHORITY shall pay the VAT on the relevant Charges at the rate and in
         the manner prescribed by law fram time to time subject to the production by
         the CONTRACTOR of a valid tax invoice giving the requisite details of the
         taxable supply.

6.5.3    The Notifiable Costs are stated exclusive of VAT. Where applicable VAT shall
         be added to the Notifiable Costs at the rate and in the manner prescribed by
         Law from time to time for payment by the CONTRACTOR in accordance with
         Schedule 13.

6.5.4    The CONTRACTOR shall indemnify the AUTHORITY on a continuing basis against
         any liability, including any interest, penalties or costs incurred, which
         is properly levied, demanded or assessed on the AUTHORITY in accordance with
         Section 77A of the Value Added Tax Act 1974 at any time in respect of the
         CONTRACTOR's failure to account for or to pay any VAT relating to payments
         made to the CONTRACTOR under this Agreement.

6.5.5    The AUTHORITY shall promptly notify the CONTRACTOR if any claim or demand
         is made or action brought against the AUTHORITY to which Clause 6.5.4 may
         apply. The CONTRACTOR shall at its own expense conduct any litigation
         arising therefrom and all negotiations in connection therewith and the
         AUTHORITY hereby agrees to grant to the CONTRACTOR exclusive control of
         any such litigation and such negotiations.

6.5.6    The AUTHORITY shall at the request of the CONTRACTOR afford to the
         CONTRACTOR all reasonable assistance for the purpose of contesting any claim
         or demand made or action brought against the AUTHORITY to which Clause 6.5.4
         may apply.

6.5.7    The AUTHORITY shall not make any admissions which may be prejudicial to
         the defence or settlement of any claim, demand or action to which
         Clause 6.5.4 may apply.

6.6      Most Favoured Customer

6.6.1    From the date of this Agreement, if the CONTRACTOR enters into a
         substantially similar services agreement on substantially similar terms
         and conditions for the provision of medical services substantially similar
         to the Services provided under this Agreement with any other UK customer,
         whether a private or public body, at prices, payment terms, and/or other
         terms or conditions which, taken in the aggregate, are more favourable to
         the customer ("More Favourable Terms") than those provided by the CONTRACTOR
         to the AUTHORITY, the AUTHORITY shall be entitled to the More Favourable
         Terms under this Agreement.

6.6.2    The parties shall negotiate in good faith pursuant to Clause 6.1.4 (and
         not otherwise) to agree a fair and reasonable abatement of the Charges or
         amendments to other terms and conditions to reflect the More Favourable
         Terms. In negotiating the More Favourable Terms, the parties shall take
         account of an adjustment (to the extent it can be reasonably quantified)
         to reflect any material differences in the services or the terms and
         conditions thereto and the CONTRACTOR's costs in providing the services
         including (without limitation) the extent to which the services provided
         differ in size, complexity or term.

6.6.3    If the parties fail to agree an abatement of the Charges or amendments
         to other terms and conditions pursuant to Clause 6.6.2 the question between
         them shall be subject to expert determination pursuant to Clause 10.13.3.
         In reaching a determination, the expert shall be instructed to consider
         (amongst other relevant factors) the factors set out in Clause 6.6.2.

6.7      Maintaining Price Competitiveness

6.7.1    The AUTHORITY reserves the right at any stage during the term of this
         Agreement to benchmark the CONTRACTOR's prices, payment terms and/or other
         terms and conditions of this Agreement (together "the Terms") for all or
         part of the Services provided that the AUTHORITY shall not carry out such
         benchmarking during the period of three (3) years from the Cutover Date or
         thereafter benchmark the Services more than once in any twelve (12) month
         period.

6.7.2    In the event that the AUTHORITY proposes to exercise this right, the
         following provisions of this Sub-Clause shall apply:

6.7.2.1  the AUTHORITY shall inform the CONTRACTOR in writing of its intent to
         benchmark the Terms and which aspects of the Services are to be benchmarked
         at least thirty (3O) days prior to the carrying out of such benchmark;

6.7.2.2  the AUTHORITY shall produce evidence to support its proposal to market test
         the Services concerned:

6.7.2.3  the benchmark shall be designed to determine the competitiveness of the Terms
         in terms of their overall value for money for the relevant Services, and for
         those purposes such Terms shall be deemed to be less competitive than those
         available in the market place if they are less favourable than the Terms
         payable for substantially similar services on substantially similar terms
         and conditions on a national basis, having regard to all relevant factors.
         The cost of carrying out the benchmark shall be borne by the AUTHORITY and
         the AUTHORITY shall reimburse the CONTRACTOR for its reasonable costs in
         connection with the benchmarking exercise; and

6.7.2.4  the referenced Suppliers must currently be providing equivalent services
         at equivalent volumes on equivalent Terms to those Services being benchmarked.

6.7.3    If it is determined in the reasonable opinion of the AUTHORITY pursuant
         to the benchmarking exercise that the Terms for the relevant Services are
         less competitive than the Terms available in the market place, the parties
         shall negotiate in good faith pursuant to Clause 8.1.4 (and not othewse)
         to agree a revision of the Terms to match or improve upon the Terms available
         in the market place. In default of agreement on such revision, the question
         shall be referred to expert determination pursuant to Clause 10.13.3.
         In order to give effect to this Clause, but subject to Clause 12.5, the
         CONTRACTOR shall furnish all information reasonably necessary to enable the
         parties to agree or, in default of agreement, to enable an expert under
         Clause 10.13.3 to determine a fair and reasonable revision of the Terms
         pursuant to this Clause.

6.7.4    The CONTRACTOR shall have the opportunity to match or improve upon the
         Terms which are determined in accordance with the expert determination
         procedure pursuant to Clause 10.13.3 to be available in the market place.

6.7.5    If the parties fail to agree a revision to the Terms for the relevant
         Services, and if the CONTRACTOR fails to match or improve upon the Terms
         determined by the expert within three (3) Months of the expert determination
         procedure being completed, the AUTHORITY shall have the right:

6.7.5.1  to procure the relevant services from third parties on terms equivalent to
         or better than those determined by the benchmarking exercise; and

6.7.5.2  to cancel the relevant Services without further liability to the CONTRACTOR
         (subject to the payment of any Termination Charge in accordance with Part 7
         of Schedule 12) pursuant to Clause 11.4.4.

6.8      Benefit Sharing

6.8.1    Clawback on resale of Assets

6.8.1.1  The CONTRACTOR agrees that where the CONTRACTOR sells to a third party any
         of the Assets acquired from the AUTHORITY for a sum which is greater than
         the amount paid by the CONTRACTOR to the AUTHORITY for that Asset the
         CONTRACTOR shall pay to the AUTHORITY within thirty (30) days of such sale
         a sum equivalent to fifty percent (50%) of the difference between the
         amount paid by the CONTRACTOR for the Asset under this Agreement and the amount
         paid to the CONTRACTOR by the third party for that Asset.

6.8.1.2  In order to give effect to this Clause, the CONTRACTOR shall be under a duty
         to notify the AUTHORITY of any re-sale of the Assets as soon as such re-sale
         occurs and, subject to Clause 12.5, the CONTRACTOR shall furnish all
         information reasonably required by the AUTHORITY in respect of such re-sale.

6.8.2    Participation in commercial exploitation

6.8.2.1  The CONTRACTOR shall, subject to the prior written approval of the AUTHORITY,
         be entitled to:

         (a) exploit or use the Sole Use Assets and/or the Properties in the provision
             of services to any other customer or third party or exploit or use them
             for its own purposes and/or;

         (b) exploit or use any AUTHORITY Software or Specially Written Software in
             such a manner as the AUTHORITY (in its absolute discretion) sees fit.

6.8.2.2  The parties shall negotiate pursuant to Clause 6.1.4 (and not otherwise) to
         agree a fair and reasonable abatement of the Charges to reflect the value
         received by the CONTRACTOR from such exploitation or use where the CONTRACTOR
         provides services or exploits or uses the Sole Use Assets and/or the
         Properties pursuant to Clause 6.8.2.1(a). The AUTHORITY shall determine the
         form and manner but not the amount of such abatement to the Charges.

6.8.2.3  To the extent that any royalties have not been agreed between the parties as
         of the date hereof (such royalties to be specified in Schedule 12) the parties
         shall negotiate to agree a royalty to reflect the value received by the
         CONTRACTOR from such exploitation or use where the CONTRACTOR provides
         services or exploits or uses the AUTHORITY Software or Specially Written
         Software pursuant to Clause 6.8.2.1(b).

6.8.2.4  If the parties are unable to agree to a fair and reasonable abatement of the
         Charges or a fair and reasonable royalty rate pursuant to Clause 6.8.2.2 or
         6.8.2.3, the question between them shall be subject to expert determination
         pursuant to Clause 10.14. In reaching a determintion, the expert shall be
         instructed to consider (among other relevant factors) the degree of usage
         of the other customer of the Sole Use Assets and/or the demised Properties
         and/or the AUTHORITY Software and/or Specially Written Software and the
         Services provided to the AUTHORITY hereunder.

6.8.2.5  In order to give effect to this Clause, but subject to Clause 12.5, the
         CONTRACTOR shall be under a duty to notify the AUTHORITY of all proposed
         exploitation to which Clause 6.8.2.2 applies and, subject to Clause 12.5,
         the CONTRACTOR shall furnish all information reasonably necessary to enable
         the parties to agree or, in default of agreement, to enable an expert to
         determine a fair and reasonable abatement of the Charges pursuant to this
         Clause.

6.8.2.6  The AUTHORITY shall be entitled to audit the CONTRACTOR's Records (as
         defined in and in accordance with Clause 10.1) in respect of all
         exploitation to which Clause 6.8.2.2 applies.

6.8.2.7  The AUTHORITY shall not unreasonably withhold consent to any exploitation
         of Sole Use Assets, Property, AUTHORITY Software or Specially Written
         Software by the CONTRACTOR at any time.

6.8.3    Promotion of Other Goods or Services to Claimants

         The CONTRACTOR acknowledges that the scope of the Services as set out in
         this Agreement. The CONTRACTOR undertakes that it shall not in the course of
         performing the Services make any attempt to encourage, persuade or coerce any
         Claimants into purchasing any other goods or services including but not
         limited to the purchase of private health care insurance policies and/or
         health screening programmes.

6.8.4    Conflicts of Interest

         The CONTRACTOR must use all reasonable endeavours to avoid any actual or
         perceived conflicts of interests in the use of personnel to perform the
         Services under this Agreement and the use of such personnel to perform
         services for its other customers.

6.9      Competitive Procurement

         In the event that, as part of the Services, the CONTRACTOR, at the request
         of the AUTHORITY, procures or conducts procurements for hardware, software,
         assets or services as agent for the AUTHORITY, the CONTRACTOR shall at all
         times comply with the provisions of the Public Services Contracts Regulations
         1993 and the Public Supply Contracts Regulations 1991 as though the
         CONTRACTOR were itself a Contracting Authority subject to those provisions
         to the same extent as the AUTHORITY.

6.10     Profit Sharing

         Any Additional Profit of the CONTRACTOR will be shared with the AUTHORITY
         in accordance with the provisions of Part 6 of Schedule 12.

7.1       Provision of the Detailed Transition Plan

7.1.1     The CONTRACTOR shall, within two (2) weeks of the Commencement Date,
          prepare a plan for the Transition Services (the "Detailed Transition Plan")
          such that all of the obligations of the parties in relation to the Transition
          Services are completed by the expiry of the Transition Period. The Detailed
          Transition Plan shall also include full details of the Acceptance Criteria
          and the detail and timetable of the Transition Review Process. The Detailed
          Transition Plan shall be based on the Outline Transition Plan and shall be
          submitted to the AUTHORITY for approval.

7.1.2     The AUTHORITY shall provide reasonable assistance to the CONTRACTOR in the
          preparation of the Detailed Transition Plan.

7.2       Approval of the Detailed Transition Plan

7.2.1     The AUTHORITY shall, within ten (10) Working 0ays of receipt of the
          Detailed Transition Plan either:

7.2.1.1   approve the Detailed Transition Plan; or

7.2.1.2   reject the 0etailed Transition Plan, giving reasons for such rejection.

7.2.2     The AUTHORITY may only reject the Detailed Transition Plan pursuant to
          Clause 7.2.1.2 if, in the reasonable opinion of the AUTHORITY, it is not
          consistent with the Outline Transition Plan and/or all provisions of the
          Replacement Agreement.

7.2.3     If the parties fail to agree the Detailed Transition Plan in accordance
          with this Clause 7.2, such dispute shall be resolved in accordance with
          the Alternative Dispute Resolution Procedure.

7.3       Transition Services

7.3.1     The parties shall perform the Transition Services and all other obligations
          in accordance with the Detailed Transition Plan and, unless otherwise
          specified herein, each party shall bear its own costs and expenses in
          carrying out its obligations hereunder.

7.3.2     The CONTRACTOR shall provide at no additional charge all additional
          assistance as is reasonably required by the AUTHORITY for the migration of
          the Services from the IMPACT Agreement to this Agreement.

7.3.3     The CONTRACTOR shall be responsible for developing new management information
          reports and changing existing management information reports to allow for the
          provision of the Services. For the avoidance of doubt any work undertaken by
          the CONTRACTOR in developing new management reports will be charged to the
          AUTHORITY by the CONTRACTOR in accordance with Paragraphs 8 and 9 of 
          Schedule 12 of the IMPACT Agreement unless, and to the extent that, such work
          is completed within the three hundred (300) man days provided by the
          CONTRACTOR in accordance with Paragraph 9.41 of Schedule 12 of the IMPACT
          Agreement in which case the AUTHORITY shall not be charged for the work.

7.3.4     Subject to Clauses 7.3.5 and 7.3.6, the CONTRACTOR shall continue to
          provide to this AUTHORITY until the Cutover Date all of the services which it
          and its subcontractors are required to provide pursuant to the IMPACT Agreement.
          The parties acknowledge that the charges for the provision of such services
          shall be those applicable for year 7 of the IMPACT Agreement.

7.3.5     In the event that the Transition Review Process is not recorded as successful
          in respect of any of the Services and the AUTHORITY elects not to cut over
          such Services pursuant to Clause 7.4.5, the CONTRACTOR and its subcontractors
          shall continue to provide to the AUTHORITY services in accordance with the
          IMPACT Agreement which are equivalent to the Services it has elected not to
          cut over until the AUTHORITY elects to cut over such Services pursuant to
          Clause 7.4.1.

7.3.6     For the avoidance of doubt, the CONTRACTOR shall not be obliged to provide
          any services pursuant to the IMPACT Agreement after 31 August 2006 unless
          otherwise agreed by both parties pursuant to the change control procedures
          of the IMPACT Agreement.

7.4       Transition Review Process

7.4.1     The AUTHORITY shall permit the transition of the Services if the CONTRACTOR
          has either:

7.4.1.1   complied fully with the Transition Review Process pursuant to this 
          Clause 7.4 and met all of the Acceptance Criteria; or

7.4.1.2   demonstrated to the satisfaction of the AUTHORITY (whose determination in
          such matter shall be final) its capacity to deliver the Services in
          accordance with the provisions of this Agreement.

7.4.2     The AUTHORITY shall undertake the Transition Review Process in order to
          determine whether the Acceptance Criteria have been met or satisfy itself in
          accordance with Clause 7.4.1.2 of the CONTRACTOR's capacity to deliver the
          Services in accordance with the provisions of this Agreement.

7.4.3     The Transition Review Process shall be recorded as successful in respect of
          any part of the Services and the CONTRACTOR notified by the AUTHORITY
          accordingly where all of the Acceptance Criteria are met in respect of
          such Services in accordance with the Transition Review Process and/or the
          AUTHORITY is satisfied that the CONTRACTOR is able to deliver the Services
          in accordance with the provisions of this Agreement.

7.4.4     The Transition Review Process shall be recorded as unsuccessful in respect
          of any of the Services and the CONTRACTOR notified by the AUTHORITY
          accordingly where any of the Acceptance Criteria are not met in respect of
          such Services and the CONTRACTOR has failed to satisfy the AUTHORITY that it
          is able to deliver the Services in accordance with the provisions of this
          Agreement.

7.4.5     If the Transition Review Process has not been recorded as successful in
          respect of any of the Services pursuant to Clause 7.4.3 by the Planned Cutover
          Date, the AUTHORITY shall have the right without prejudice to its other rights
          and remedies to extend the Transition Period for up to three (3) consecutive
          additional periods of the same duration or of such shorter duration as the
          AUTHORITY may notify to the CONTRACTOR, during which the CONTRACTOR shall use
          all reasonable endeavours to correct the deficiency which caused the Transition
          Review Process to be recorded as unsuccessful in respect of any of the Services.

7.4.6     In the event that the AUTHORITY amends the Planned Transition Period for a
          period pursuant to Clause 7.4.5 and the Transition Review Process has not
          been recorded as successful in respect of any of the Services by the end of
          that period, the AUTHORITY shall have the right without prejudice to its
          other rights and remedies:

7.4.6.1   to terminate, pursuant to Clause 11.9 any of the Services in respect of which
          the Transition Review Process has been recorded as unsuccessful; and/or

7.4.6.2   to terminate this Agreement pursuant to Clause 11.4.4.

7.5       Failure to Comply with the Detailed Transition Plan

7.5.1     If, due to the Default of the CONTRACTOR, the parties fail to achieve the
          Planned Cutover Date the CONTRACTOR shall, without prejudice to the parties'
          other rights and remedies:

7.5.1.1   pay to the AUTHORITY all actual additional costs which are incurred by the
          AUTHORITY for the provision of the Services by the CONTRACTOR pursuant to
          the IMPACT Agreement (to the extent that such costs are not also caused by
          a Default of the AUTHORITY); and

7.5.1.2   pay any reasonable additional costs of the AUTHORITY incurred as a direct
          result in the delay to the Planned Cutover Date to the extent that such
          reasonable additional costs have not already been recovered pursuant to
          Clause 7.5.1.1 (to the extent that such costs are not also caused by a
          Default of the AUTHORITY).

7.6       Work in Progress

7.6.1     The parties shall agree how the work-in-progress of the CONTRACTOR under
          the IMPACT Agreement is to be actioned, and the required activities shall
          be addressed in the Detailed Transition Plan.

7.6.2     The CONTRACTOR shall continue to be paid (in accordance with the terms of
          the IMPACT Agreement or as otherwise agreed in writing with the AUTHORITY)
          for any fit for Purpose medical reports which are produced after the
          Cutover Date as a result of a medical examination or as a result of a
          scrutiny of documentary evidence. which is carried out by the CONTRACTOR
          before the Cutover Date. Where some residual administrative tasks are still
          required to clear the case, the CONTRACTOR will not be paid for the medical
          report or any residual work completed by Me CONTRACTOR.

7.6.3     The CONTRACTOR will be paid for all Fit for Purpose written medical reports,
          produced by the CONTRACTOR, either as result of a medical examination or as
          a result of a Scrutiny of documentary evidence which is carried out by the
          CONTRACTOR after the Cutover 0ate in accordance with the terms of this
          Agreement.

8.1       Contract Management

          The parties shall establish the management interfaces specified in Schedule 16.
          All contract management of this Agreement shall be performed in accordance
          with the provisions of Schedule 16.

8.2       Provision of Information

8.2.1     Ad Hoc Information

          Each party shall comply as soon as possible with all reasonable requests made
          by the other party for information relevant to this Agreement. All Confidential
          Information of either party made available to the other party under this Clause
          shall be treated as confidential under Clause 12.5.

8.2.2     Progress Reports

          Where progress reports are to be submitted under this Agreement, the
          CONTRACTOR shall render reports as to the progress of the mutual obligations
          under this Agreement at such time and in such form as may be specified or as
          otherwise agreed between the AUTHORITY and the CONTRACTOR. The submission
          and receipt of these reports shall not prejudice the rights of either party
          under this Agreement.

8.2.3     Monitoring

          The AUTHORITY shall be entitled to monitor the performance by the CONTRACTOR
          of its obligations under this Agreement in accordance with the procedures
          set out in Schedule 16.

8.2.4     Medical Advances

          The parties agree that they shall share with each other all the latest medical
          advances which are relevant to the Services and of which they become aware from
          time to time during the term hereof.

8.3       Communications

8.3.1     Except as otherwise expressly provided herein, no communication from either
          party to the other shall have any validity under this Agreement unless made
          in writing by or on behalf of the AUTHORITY or the CONTRACTOR, as the case
          may be.

8.3.2     Any notice or other communication whatsoever which either party hereto
          is required or authorised by this Agreement to give or make to the other shall
          be given or made either by post in a prepaid letter, or by hand delivery, or
          by e-mail or by facsimile transmission confirmed by post in a prepaid letter,
          addressed to such other party in the manner referred to in Clause 8.3.3 and
          if that letter is not returned as being undelivered within seven (7) days
          that notice or communication shall be deemed for the purposes of this
          Agreement to have been given or made after two (2) days, for a letter, or
          four (4) hours. for a facsimile transmission or e-mail or on the day of
          delivery for hand delivery.

8.3.3     For the purposes of Clause 8.3.2 above the address for service of each
          party shall be as set out in Schedule 17.

8.3.4     Any party may change its address for service by notice as provided in
          this Clause 8.3.

8.4       Amendment to the Agreement

8.4.1     No change under this Agreement shall be effective unless made in accordance
          with this Clause 8.4, for these purposes, a "change" includes any proposed
          amendment to the Agreement (including any proposed additional or
          substituted Schedule), the Service Specification, any proposed Additional
          Services, any proposed assignment, novation or subcontracting of the
          Agreement and any variations of the charges of other changes arising out
          of the annual review under Clause 6.1.4. For each such change which is
          agreed by the parties the Agreement shall be amended to the extent
          necessary to give effect to that change.

8.4.2     The change must be approved on behalf of each party at the appropriate level
          of authorisation as specified in Schedule 16 and must be made in accordance
          with the Change Control Procedure by a written instrument which expressly
          purports to amend this Agreement and which expressly refers to the Clause(s)
          or Schedule(s) so amended.

8.4.3     However, unless and until such amendment is made in accordance with
          Clause 8.4.1, this Agreement shall not in any way be considered to have been
          amended.

8.5       Transfer and Subcontracting

8.5.1     This Agreement is personal to the CONTRACTOR. The CONTRACTOR shall not
          assign, novate or otherwise dispose of this Agreement or any part thereof
          without the previous consent in writing of the AUTHORITY.

8.5.2     The CONTRACTOR shall not subcontract this Agreement or any part thereof
          without the previous consent in writing of the AUTHORITY, such consent not
          to be unreasonably withheld or delayed. For the avoidance of doubt, the
          AUTHORITY hereby consents to the CONTRACTOR's subcontracting of its
          obligations specified in Schedule 18 to the respective Subcontractors
          specified therein.

8.5.3     The fee Paid Registered Medical Practitioners approved and/or appointed
          pursuant to Clause 1.8.2 need not be listed in Schedule 18.

8.5.4     Subject to Clause 8.5.5, the AUTHORITY shall be entitled, upon reasonable
          notice to the CONTRACTOR, to:

8.5.4.1   assign, novate or otherwise dispose of its rights and obligations under
          this Agreement or any part thereof to any Contracting Authority provided
          that any such assignment, novation or other disposal shall not increase
          the burden of the CONTRACTOR's obligations pursuant to this Agreement; or

8.5.4.2   novate this Agreement to any other body (including but not limited to any
          private sector body) which substantially performs any of the functions
          that previously had been performed by the AUTHORITY provided that such
          novation shall not increase the burden of the CONTRACTOR's obligations
          pursuant to this Agreement.

8.5.5     Any change in the legal status of the AUTHORITY such that it ceases to
          be a Contracting Authority shall not, subject to 8.5.6. affect the
          validity of this Agreement. In such circumstances, this Agreement shall
          bind and inure to the benefit of any successor body to the AUTHORITY
          provided that such change in the legal status of the AUTHORITY shall not
          increase the burden of the CONTRACTOR's obligations pursuant to this Agreement.

8.5.6     If this Agreement is novated to a body which is not a Contracting Authority
          pursuant to Clause 8.5.4.2 or if a successor body which is not a Contracting
          Authority becomes the AUTHORITY pursuant to Clause 8.5.5 (in the remainder
          of this Clause 8.5.6 both such bodies are referred to as the "transferee"):

8.5.6.1   the rights of termination of the AUTHORITY in Clause 11.3.1, Clause 11.3.2
          and 11.4 shall be available, mutatis mutandis, to the CONTRACTOR in the
          event of the bankruptcy, insolvency or Default of the transferee;

8.5.6.2   the transferee shall only be able to assign, novate or otherwise dispose
          of its rights and obligations under this Agreement or any part thereof
          with the previous consent in writing of the CONTRACTOR;

8.5.6.3   any rights acquired by the transferee relating to any Use of the
          Intellectual Property Rights or the Software shall not extend beyond the
          activities previously performed by the AUTHORITY and, in particular, the
          transferee shall not be entitled to perform any service bureau or
          facilities management services utilising the Software or the Intellectual
          Property Rights for any third party;

8.5.6.4   the rights of the AUTHORITY under Clause 8.8.1 shall cease; and

8.5.6.5   the following Clauses shall be varied from the date of the novation or the
          date of the change of status (as appropriate) as set out below as if this
          Agreement had been amended by the parties in accordance with Clause 8.4:

          (a) in Clause 12.1.1.1, the words "acting for or on behalf of the Crown"
              in the second line shall be replaced with employed by the AUTHORITY
              or acting on its behalf and the words "the Crown" in the sixth line
              shall be replaced with the AUTHORITY; and

          (b) in Clause 12.1.1.2, the words "for or on behalf of the Crown" shall
              be replaced with employed by the AUTHORITY or acting on its behalf.

8.5.6.6   The AUTHORITY shall be entitled to disclose to any transferee any
          Confidential Information of the CONTRACTOR which relates to the performance
          of the Services by the CONTRACTOR and which the transferee needs to know in
          order to fulfil its obligations hereunder. In such circumstances the
          AUTHORITY shall authorise the transferee to use such Confidential
          Information only for purposes relating to the provision of the Services and
          for no other purposes and, for the avoidance of doubt, the AUTHORITY shall
          procure that the transferee enters into a confidentiality agreement in
          favour of the CONTRACTOR and shall procure that they shall be bound by
          confidentiality provisions no less onerous than those provisions of
          Clause 12.5 in relation to such Confidential Information.

8.5.7     Legislative and Policy Change

8.5.7.1   Any change to law or policy which requires an amendment to this Agreement
          (including but not limited to the standards listed in Schedules 4 and 23)
          or to the Service Specification to enable the CONTRACTOR to comply with
          such change shall be subject to the Change Control Procedure with the
          following exceptions:

          (a) neither party shall withhold or delay their agreement to the change;

          (b) any change will be implemented even if the parties cannot agree a
              variation to the Agreement (including the Charges) before the change
              is due to be implemented; and

          (c) any agreed variation to the Agreement shall apply retrospectively to
              the date of implementation of the change.

8.5.7.2   The CONTRACTOR shall use its reasonable endeavours to mitigate any increase
          in costs arising from a change in law or policy.

8.5.7.3   For the avoidance of doubt any change to the VAT status of the Services such
          that such Services are,in whole or in part, not subject to VAT shall be
          considered a change in law and subject to the provision of this Clause 8.5.7.

8.6       Time

8.6.1     Extension of Time

8.6.1.1   If the performance of this Agreement by the CONTRACTOR be delayed by reason
          of Default by the AUTHORITY or its employees or authorised agents, or by
          reason of any refusal by the AUTHORITY pursuant to Clause 8.8.1 without
          good cause to admit the CONTRACTOR's personnel to any premises occupied by
          or on behalf of the Crown or by rejection of the CONTRACTOR's personnel
          pursuant to Clause 8.7.10, the CONTRACTOR shall be entitled to a reasonable
          extension of time and to any reasonable additional costs which it can show
          were directly incurred as a result of the delay, provided always that
          notwithstanding the AUTHORITY's Default the CONTRACTOR shall use all
          reasonable endeavours to continue to perform its obligations under this
          Agreement and it notifies the AUTHORITY in writing of the Default as soon as
          it becomes aware of such Default.

8.6.1.2   If the performance of this Agreement by either party be delayed by reason of
          any Force Majeure event (as defined in Clause 10.12.1), both parties shall be
          entitled to a reasonable extension of time subject to there being no
          entitlement to any additional costs incurred as a result of the delay and
          provided that the party so delayed notifies the other party in writing without
          undue delay.

8.6.2     Time of the Essence

          Where there has been undue delay by the CONTRACTOR in the performance of the
          Services under this Agreement, other than where this has been caused by the
          Default of the AUTHORITY or its employees or authorised agents and provided
          always that such delay has been referred:

8.6.2.1   to the most senior level of the Contract Management Procedures and there has
          been no resolution of the matter in accordance with the Contract Management
          Procedures; and

8.6.2.2   by the Joint Body or the more senior representatives of the parties referred
          to in Clause 10.14.2 where applicable and there has been a failure to resolve
          the matter,

          the AUTHORlTY may notify the CONTRACTOR in writing that time is of the
          essence with respect to any Services which are subject to undue delay and if
          any such Services shall not have been performed by the CONTRACTOR by any
          reasonable date stated in the notice (such date having regard for all the
          surrounding circumstances), the AUTHORITY may terminate this Agreement in
          accordance with Clause 11.4.4.

8.7       Security

8.7.1     The CONTRACTOR shall comply with the Security Policy specified in Schedule 20.

8.7.2     The CONTRACTOR shall implement and maintain security standards, facilities
          and procedures which fully comply with the policies, standards and other
          obligations set out in the Security Policy insofar as such policies,
          standards and other obligations apply to the provision of the Services.
          The CONTRACTOR shall ensure that all its employees, agents or Subcontractors
          shall comply with the obligations upon them contained in the Security Policy.

8.7.3     The AUTHORITY shall notify the CONTRACTOR of any changes or proposed changes
          to the Security Policy or IT Security Manual and shall provide the CONTRACTOR
          with updates thereto in good time to enable the CONTRACTOR to continue to
          comply with its obligations under this Clause provided that any changes or
          proposed changes to the Security Policy or IT Security Manual shall be dealt
          with in accordance with Clause 8.5.7.

8.7.4     The CONTRACTOR shall nominate in writing an individual to take responsibility
          and be accountable for compliance with the Security Policy and/or IT
          Security Manual.

8.7.5     Subject to Clause 8.5.7, the CONTRACTOR shall comply with, and implement, all
          policies and standards issued from time to time by departments, offices or
          agencies of the Crown (or the protection of Nationally Classified
          Information or information which is to be treated as if it were Nationally
          Classified Information.

8.7.6     The AUTHORITY shall inform the CONTRACTOR (in accordance with Clause 8.3)
          of the level of security clearance required to handle any items of
          Nationally Classified Information. The CONTRACTOR shall ensure that all
          employees, agents, representatives and Subcontactors of the CONTRACTOR who
          have access to Nationally Classified Information shall be security cleared
          to the appropriate level determined by the AUTHORITY.

8.7.7     Notwithstanding the CONTRACTOR's obligations under Clauses 8.7.1 to 8.7.6,
          the CONTRACTOR shall ensure that no person who is not security cleared to
          an appropriate level shall have access to Nationally Classified Information.

8.7.8     If any person is not given security clearance following security vetting, the
          CONTRACTOR may not disclose Nationally Classified Information to such person.

8.7.9     The CONTRACTOR shall process and store information protected hereunder
          (including, without limitation, Nationally Classified Information and
          Confidential Information) only at sites approved in writing by the AUTHORITY
          in accordance with Clause 8.3, and the AUTHORITY shall incur no liability in
          respect of any costs incurred by the CONTRACTOR as a result of the AUTHORITY's
          refusal to approve any sites for such purposes. For the purposes of this Clause
          all the AUTHORITY's sites are hereby deemed to be approved by the AUTHORITY.

8.7.10    The AUTHORITY shall have the right to require the CONTRACTOR not to use
          specified individuals employed or engaged by the CONTRACTOR, or by a
          Subcontrator, in the performance of specified elements of the Services. The
          AUTHORITY shall not be required to give a reason or explanation for the
          exercise of such rights. Further, the AUTHORITY warrants that it will not
          exercise such right unreasonably.

8.7.11    The CONTRACTOR shall, upon the Cutover Date, maintain the same levels of
          security protection as those specified in Schedule 20, and shall not vary
          the level of security protection afforded to any information protected
          hereunder (including, without limitation, Nationally Classified Information
          and Confidential Information) without the authority of the appropriate
          Data Guardian, and afforded to Nationally Classified Information without
          the additional authority of the Departmental Security Officer.

8.7.12    If requested to do so by the AUTHORITY's representatives, the CONTRACTOR
          shall initiate procedures requested under which the CONTRACTOR's staff
          or vehicles carrying the CONTRACTOR's staff shall be subject to search
          by the CONTRACTOR whilst on AUTHORITY premises. The results of any search
          shall be made known to the AUTHORITY's representative.

8.7.13    The AUTHORITY's decision on all matters in this Clause 8.7 requiring the
          exercise of the AUTHORITY's discretion shall be final and conclusive.

8.8       Personnel

8.8.1     CONTRACTOR's Personnel

8.8.1.1   The AUTHORITY reserves the right under this Agreement to refuse to admit
          to any premises occupied by or on behalf of the Crown any person employed
          or engaged by the CONTRACTOR, or by a Subcontractor, whose admission
          would be, in the opinion of the AUTHORITY, undesirable.

8.8.1.2   If and when directed by the AUTHORITY, the CONTRACTOR shall provide a list,
          within a reasonable period of time, of the names and business addresses of
          all persons who it is expected may require admission in connection with
          the performance of this Agreement to any premises occupied by or on behalf
          of the Crown, specifying the capacities in which they are concerned with
          this Agreement and giving such other particulars as the AUTHORITY may
          reasonably require.

8.8.1.3   The CONTRACTOR shall comply with the provisions of Clause 12.6.1 when
          providing any information pursuant to Clause 8.8.1.2.

8.8.1.4   The CONTRACTOR shall comply with any directions issued by the designated
          representative of the AUTHORITY as to which persons may be admitted to
          such premises and at what times.

8.8.1.5   If and when directed by the AUTHORITY, the CONTRACTOR shall secure that
          any person employed or engaged by the CONTRACTOR or by a Subcontractor,
          who is specified in the direction or is one of a class of persons who
          may be so specified, shall sign a statement that he understands that the
          Official Secrets Acts 1911 to 1989 apply to him both during the term of
          and after the expiry or termination of this Agreement.

8.8.1.6   The CONTRACTOR's representatives, engaged within the boundaries of a Crown
          establishment, shall comply with such rules, regulations and requirements
          (including those relating to security arrangements) as may be in force from
          time to time for the conduct of personnel when at that establishment and
          when outside that establishment.

8.8.1.7   The decision of the AUTHORITY as to whether any person is to be refused
          admission to any premises occupied by or on behalf of the Crown and as to
          whether the CONTRACTOR has failed to comply with Clause 8.8.1.2 shall be
          final and conclusive.

8.8.1.8   If the CONTRACTOR shall fail to comply with Clause 8.8.1.2 and if the
          AUTHORITY (whose decision shall be final and conclusive) shall decide
          that such failure is prejudicial to the interests of the state and if
          the CONTRACTOR does not comply with the provisions of Clause 8.8.1.5
          and 8.8.1.5 within a reasonable time of written notice so to do then
          the AUTHORITY may terminate this Agreement pursuant to Clause 11.4.4.

8.8.1.9   The CONTRACTOR shall be responsible for ensuring that its employees and
          sub-contractors (and their respective employees) are not claiming any
          Benefit, where payment of that Benefit is precluded due to earnings.
          The CONTRACTOR shall further use all reasonable endeavours to ensure
          that its employees and sub-contactors (and their respective employees)
          who are not EC nationals are legally entitled to be resident the
          United Kingdom and have a work permit, where applicable. The CONTRACTOR
          shall promptly take all reasonable steps to ensure compliance with this
          Clause 8.8.1.9.

8.8.2     Key Personnel

          The parties acknowledge that the CONTRACTOR's Key Personnel specified in
          Schedule 21 are essential to the fulfilment of its obligations hereunder.
          The CONTRACTOR undertakes to use all reasonable endeavours to ensure that
          such Key Personnel are not removed or replaced during the periods specified
          in Schedule 21. However in the event that any of its Key Personnel becomes
          unavailable for any reason (including without limitation as a result of
          death, injury, sickness, promotion or resignation), the CONTRACTOR shall
          have the right subject to the prior written approval of the AUTHORITY (which
          shall not be unreasonably withheld or delayed) to replace such an individual
          with another individual whose abilities and qualifications equal or exceed
          those of the replaced individuals.

8.8.3     No Poaching

          Both parties agree not to solicit, offer employment to, nor use the services
          of any employee of the other party who is involved in performing this Agreement
          (otherwise than by general advertising for the duration of this Agreement) and
          for a period of twelve (12) Months from the date of termination of this
          Agreement, except as expressly provided for in this Agreement or where the
          other party consents thereto in writing.

8.8.4     On-Going Secondment

          During the term of this Agreement, the AUTHORITY and the CONTRACTOR shall
          consider opportunities for, and where necessary and appropriate, agree upon
          the secondment and/or exchange of agreed numbers of staff between each other.
          The terms upon which such secondment and/or exchange will take place will be
          as set out in Schedule 32.

8.9       Health & Safety Hazards

8.9.1     The CONTRACTOR shall notify the AUTHORITY of any health and safety hazards in
          relation to the AUTHORITY's Properties which may arise in connection with the
          performance of this Agreement.

8.9.2     The AUTHORITY shall notify the CONTRACTOR of any health and safety hazards
          which may exist or arise at any Properties occupied by the AUTHORITY and which
          may affect the CONTRACTOR provided that the AUTHORITY shall have no obligation
          to notify the CONTRACTOR of any health or safety hazards which the CONTRACTOR
          is obliged to rectify in accordance with the terms and conditions of any
          relevant Property Agreement entered into between the AUTHORITY and the
          CONTRACTOR. The CONTRACTOR shall draw these hazards to the attention of its
          employees and Subcontractors or any persons engaged by the CONTRACTOR in the
          performance of this Agreement at such Properties.

8.9.3     The CONTRACTOR shall inform all persons engaged in the performance of this
          Agreement at the AUTHORITY's Properties of all such hazards and shall instruct
          such persons in connection with any necessary associated safety measures.

8.10      AUTHORITY Responsibilities

8.10.1    The AUTHORITY shall perform the AUTHORITY's Responsibilities as set out in
          Schedule 22.

8.10.2    The AUTHORITY shall provide telecoms and courier services as set out in
          Schedule 11.

8.11      Further Assurance

8.11.1    Both parties shall at their own expense promptly:

8.11.1.1  execute all documents and do all acts and things reasonably required by the
          other party to give effect to the terms of this Agreement; and

8.11.1.2  within such time limits as are reasonable within the circumstances, provide
          all accurate information, documentation and assistance reasonably requested
          by the other party to enable that other party to fulfil its obligations
          hereunder.

8.12      Provision of Information relating to Claimants

          The AUTHORITY shall use all reasonable endeavours to notify information to
          the CONTRACTOR of any Claimants who have been classified by the AUTHORITY
          as potentially violent provided that the AUTHORITY cannot accept any liability
          for any claims arising out of such notification or by any failure by the
          AUTHORITY to provide such information to the CONTRACTOR.

8.13      Consent

          The AUTHORITY shall use all reasonable endeavours to obtain the prior written
          consent of a Claimant where medical evidence in respect of that Claimant is to
          be obtained from a third party provided that the AUTHORITY cannot accept any
          liability (or any claims arising out of a failure by the AUTHORITY to obtain
          such written consent.

9.1       Provision of Services

          The CONTRACTOR warrants and represents that:

9.1.1     the Services shall be performed by appropriately experienced, qualified and
          trained personnel with all reasonable skill, care and diligence;

9.1.2     the CONTRACTOR shall discharge its obligations under this Agreement with all
          reasonable skill, care and diligence including but not limited to good industry
          practice and (without limiting the generality of this Clause) in accordance with
          its own established internal procedures:

9.1.3     the Services shall be performed in compliance with all applicable laws,
          enactments, orders, regulations, policies and other similar instruments in
          force at the date of this Agreement. Any changes to applicable laws, enactments,
          orders, regulations, policies and other similar instruments shall be dealt with
          in accordance with Clause 8.5.7;

9.1.4     the Services shall be performed in accordance with all applicable Service
          Levels in this Agreement:

9.1.5     the Services shall be performed in such a way as to cause a minimum of
          disruption to the business of the AUTHORITY.

9.2       EMU

9.2.1     The Contractor warrants that the Services will:

9.2.1.1   be capable of performing all functions set out in Schedule 2 and
          Schedule 4 for sterling and for the common currency adopted generally by
          members of the European Union (the "euro");

9.2.1.2   comply with all legal requirements applicable to the euro in the
          United Kingdom, including but without limitation, the rules an conversion
          and rounding set out in the EC Regulation number 1103/97; and

9.2.1.3   be capable of displaying and printing and will incorporate in all relevant
          screen layouts, all symbols and codes adopted by the Government in relation
          to the euro.

9.3       Title and Non-Infringement of IPRs

9.3.1     The CONTRACTOR warrants and represents that:

9.3.1.1   the provision of the Services and the AUTHORITY's use thereof shall not
          infringe any Intellectual Property Rights of any third party;

9.3.1.2   in the event of the exercise of the AUTHORITY's or Replacement Contractor's
          rights under Schedule 26 to purchase any assets the AUTHORITY or Replacement
          Contractor shall acquire title to any equipment sold to the AUTHORITY or
          Replacement Contractor free from all encumbrances and the AUTHORITY or
          Replacement Contractor shall have the right to quiet possession of such
          equipment;

9.3.1.3   all equipment leases, maintenance agreements, support agreements and all
          other supply and services agreements which are relevant and necessary for
          the provision of the Services are assignable at no cost (except for any
          charges payable thereunder) to the AUTHORITY or the Replacement Contractor
          upon the termination of this Agreement:

9.3.1.4   the CONTRACTOR shall use all reasonable endeavours to ensure that all
          licences and maintenance agreements relating to the Software and all other
          licences of Intellectual Property Rights to which the CONTRACTOR is a party
          and which are relevant and necessary to the provision of the Services, are
          assignable to the AUTHORITY or the Replacement Contractor upon the
          termination of this Agreement; and

9.3.1.5   all warranties, guarantees and other rights given to the CONTRACTOR or
          procured for the CONTRACTOR in respect of the equipment referred to in
          Clause 9.3.1.2, in respect of the maintenance agreements, support
          agreements and all other supply and services agreements referred to in
          Clause 9.3.1.3 and/or in respect of the licences and maintenance agreements
          referred to in Clause 9.3.1.4) will be assigned to the AUTHORlTY upon the
          termination of this Agreement.

9.3.2     For the avoidance of doubt the indemnity in Clause 10.7 shall be the
          AUTHORITY's sole remedy for a breach of Clause 9.3.1.1.

9.4       Statements and Representations

          The CONTRACTOR warrants and represents that all written statements and
          representations made to the AUTHORITY in connection with tendering for
          and entering into this Agreement are, to the best of its knowledge,
          information and belief, true and accurate and that it will advise the
          AUTHORITY of any fact, matter or circumstance of which it may become
          aware which would render any such written statement or representation
          to be false or misleading.

9.5       Standards and Policies

9.5.1     Medical/Professional

          The CONTRACTOR warrants and represents that the Services shall comply with,
          and be provided in accordance with, the medical and professional standards
          specified in Schedule 4.

9.5.2     Legislation/Policy

9.5.2.1   Subject to Clause 8.5.7 the CONTRACTOR represents and warrants that the
          Services shall comply with and be provided in accordance with:

          (a) all laws (including any applicable case law), statutes, enactments,
              orders, regulations, policies or other similar instruments of general
              application applicable thereto as amended by any subsequent law, statute,
              enactment, order, regulation, policy or instrument or as contained in any
              subsequent re-enactment thereof; and

          (b) all policies and changes thereto affecting the AUTHORITY as may be
              notified to the CONTRACTOR from time to time, and for the purpose of the
              foregoing the AUTHORITY shall take all reasonable steps to advise the
              CONTRACTOR only of any changes to AUTHORITY policies which will affect
              the provision of the Services in accordance with this Agreement.

9.5.3     IT/Technical/Other

9.5.3.1   The CONTRACTOR warrants and represents that:

          (a) the Services shall comply with, and be provided in accordance with,
              the IT, technical and other standards specified in Schedule 23 and all
              components and equipment supplied and/or used in the course of the
              provision of the Services shall be operated and maintained in accordance
              with their technical specifications; and

          (b) the provision of the Services shall not cause electrical interference
              beyond the limits laid down in the relevant standard specified in
              Schedule 23, provided that for the purpose of this Clause the Services
              shall be deemed to include the operation of any testing and monitoring
              instruments used in connection with the provision of the Services.

9.6       Authority and Approval

9.6.1     The CONTRACTOR warrants and represents that:

9.6.1.1   it has full capacity and authority and all necessary licences, permits and
          consents (including but not limited to, where its circumstances and
          procedures so require, the consent of its Parent Company) to enter into
          and to perform this Agreement;

9.6.1.2   this Agreement is executed by a duly authorised representative of the
          CONTRACTOR; and

9.6.1.3   the execution and delivery of this Agreement, and the by the CONTRACTOR
          of its obligations under it, will not:

          (a) result in a breach of any provision of the Memorandum or Articles of
              Association or Partnership Deed, if applicable, of the CONTRACTOR; or

          (b) result in a breach of or constitute a default under instrument or
              agreement to which the CONTRACTOR is a party to or by which the
              CONTRACTOR is bound; or

          (c) result in a breach of any order, judgement or decrees of any court or
              Governmental agency to which the CONTRACTOR is a party or by which the
              CONTRACTOR is bound.

9.6.2     The AUTHORITY warrants and represents that:

9.6.2.1   it has full capacity and authority and all necessary licences, permits and
          consents to enter into and to perform this Agreement; and

9.6.2.2   this Agreement is executed by a duly authorised representative of the AUTHORITY.

9.7       Exclusion of Warranties

          Except as expressly stated in this Agreement, all warranties and conditions
          by either party (including without limitation. warranties and conditions as
          to fitness for purpose and description), whether express or implied by statute,
          common law or otherwise are hereby excluded to the extent permitted by law.
 

10.1       Audit Access

10.1.1     The CONTRACTOR shall keep or cause to be kept full and accurate records
           (including without limitation, financial documents detailing expenditure
           and income and including computerised records and data) on all Assets,
           Software, Transferring Properties, Transferring Authority Employees,
           materials used and Services performed in connection with this Agreement
           ("the Records.")

10.1.2     For the avoidance of doubt, except where specifically provided for in
           this Clause 10.1, neither the CONTRACTOR nor its Subcontractors or other
           representatives shall be entitled to reimbursement by the AUTHORITY for
           any costs or expenses incurred as a result of compliance with their
           respective obligations hereunder.

10.1.3     The CONTRACTOR shall grant to the AUTHORITY, any statutory or regulatory
           auditors of the AUTHORITY and their respective authorised agents the
           right of reasonable access at all reasonable times and upon reasonable
           notice to inspect and take copies from the Records and/or any sites
           and/or materials and shall provide access to the CONTRACTOR's personnel
           and provide all reasonable assistance at all times during the currency
           of this Agreement and for a period of six (6) years after the termination
           for whatever reason of this Agreement for the purposes of allowing the
           AUTHORITY to obtain such information as is necessary to:

10.1.3.1   fulfil the AUTHORITY's obligations to supply information relating to
           this Agreement for parliamentary, governmental, judicial or other
           external administrative purposes; and/or

10.1.3.2   audit the CONTRACTOR's compliance with its obligations under this
           Agreement; and/or

10.1.3.3   audit all activities, security and integrity in connection with the
           provision of the Services.

10.1.4     Where the AUTHORITY exercises its right of access pursuant to Clause
           10.1.3 through its authorised agents the AUTHORITY shall allow the
           CONTRACTOR to make representations to the AUTHORITY concerning the
           appropriateness of any such authorised agent and the AUTHORITY shall
           have due regard to such representations. The CONTRACTOR shall be repaid
           any reasonable expenses incurred in giving any such reasonable
           assistance for the purposes set out in Clause 10.1.3.2 and 10.1.3.3
           unless the audit is exercised in accordance with the audit access
           requirements set out in Clause 10.1 .5.

10.1.5     Without prejudice to the foregoing, in the event of an investigation
           by the AUTHORITY or its authorised agents into suspected fraudulent
           activity or other impropriety by the CONTRACTOR or any third party in
           connection with this Agreement or the provision of the Services the
           AUTHORITY reserves for itself, any statutory or regulatory auditors
           of the AUTHORITY and their respective authorised agents the right of
           immediate access to the Records described in Clause 10.1.1 above and/or
           any sites and/or materials and/or personnel and the CONTRACTOR agrees
           to render all necessary assistance to the conduct of such investigation
           at all times during the currency of this Agreement or at any time
           thereofter. The CONTRACTOR shall be repaid any reasonable expenses
           incurred in giving such assistance in the event that no fraud or other
           impropriety is discovered.

10.1.6     For the purposes of:

10.1.6.1   the examination and certification of the accounts of the AUTHORITY; and/or

10.1.6.2   any examination pursuant to Section 6(1) of the National Audit Act 1983
           of the economy, efficiency and effectiveness with which the AUTHORITY
           has used its resources,

           the Comptroller and Auditor General and/or his representatives ("C&G")
           shall have the right to examine the Records and all such documents and other
           information owned. maintained or held by, or otherwise in the control of,
           the CONTRACTOR (including computerised records and data) as the C&G
           may reasonably require or consider necessary. The CONTRACTOR shall provide
           access (and shall procure that any person acting on the CONTRACTOR's behalf
           who has such documents and/or other information shall also provide access)
           to such documents and/or further information for the C&G for such
           purposes. Further, the CONTRACTOR shall furnish to the C&G such oral
           or written explanations as he requires for such purposes. The C&G
           shall bear the costs incurred by himself of such examination and
           clarification. The CONTRACTOR shall bear its own costs of complying with
           the requirements of this Clause 10.1.6.

10.1.7     For the avoidance of doubt, it is hereby declared that Clause 10.1.6
           does not constitute a requirement or agreement for the examination,
           certification or inspection of the accounts of the CONTRACTOR by the
           C&G under Section 6(3)(d) of the National Audit Act 1983.

10.1.8     The CONTRACTOR shall take all steps necessary and possible to procure
           that any Subcontractor or other representative engaged by it during the
           term hereof in connection with the provision of the Services (and shall
           use its reasonable endeavours to procure that the Subcontractors existing
           on the date hereof) shall also keep or cause to be kept full and accurate
           Records and shall grant and allow the same rights of access and accept
           the same obligations to provide information as are granted, allowed
           and/or accepted under this Clause 10.1.

10.1.9     For the avoidance of doubt, but without prejudice to the AUTHORITY's
           audit rights under Clause 10.1.3, nothing in this Clause 10.1 shall
           require the CONTRACTOR to grant access to information relating to its
           profit margins.

10.1.10    Notwithstanding the provisions of Clause 10.2, the AUTHORITY shall use
           its reasonable endeavours to coordinate the application of its audit
           rights so as to ensure that the provision of any of the Services by the
           CONTRACTOR is not unreasonably disrupted or delayed.

10.2       Open Book Accounts

10.2.1     The CONTRACTOR shall annually provide to the AUTHORITY a statement of
           costs no later than one (1) month after Annual Review.

10.2.2     The statement of costs shall set out the CONTRACTOR's actual costs,
           expenses and profits in providing the Services since the date of the
           Agreement, or if it exists, any previous statement of costs:

10.2.2.1   the actual capital expenditure, including capital replacement costs
           (including details of expected assets lives);

10.2.2.2   actual operating expenditure relating to the provision of the Services,
           with an analysis showing the costs of number of hours worked by
           referenced to timesheets or any other suitable evidence of time spent
           providing the Services;

10.2.2.3   all interest, expenses and other third party financing costs;

10.2.2.4   details of the overhead recoveries that have been made; and

10.2.2.5   the profit before tax which the CONTRACTOR has achieved in the
           provision of the Services including any profit element forming any
           part of the overhead recoveries disclosed by reason of
           Clause 10.2.2.4 above.

10.2.3     The CONTRACTOR shall, prior to delivery of the statement of costs to
           the AUTHORITY:

10.2.3.1   ensure that the statement of costs is reviewed by its auditors who
           will verify the information contained in the statement of costs and that
           any allocation of overhead recoveries is fair and reasonable; and

10.2.3.2   provide a written statement from its auditors confirming their review
           of the statement of costs in accordance with this Clause 10.2.

10.3       Service Credits and Liquidated Damages

10.3.1     In the event that due to a Default of the CONTRACTOR the Services fail
           to meet the Service Levels contained in Schedule 5. the CONTRACTOR shall,
           as an adjustment to the Charges credit the AUTHORITY with Service Credits
           calculated in accordance with Schedule 25.

10.3.2     In the event that due to its Default the CONTRACTOR fails to commence the
           Services on the Cutover Date the CONTRACTOR shall, pay to the AUTHORITY
           Liquidated Damages calculated in accordance with Schedule 25 of this
           Agreement for each day of delay up to a maximum of one hundred (100) days.

10.3.3     The parties acknowledge that the Service Credits and Liquidated Damages
           referred to in this Clause and specified in Schedule 25 are a genuine
           pre-estimate of the loss likely to be sufFered by the AUTHORITY and that
           the figures therein are reasonable.

10.3.4     Without prejudice to any other non-financial rights or remedies of the
           AUTHORITY, the Service Credits and Liquidated Damages recoverable by the
           AUTHORITY in accordance with this Clause 10.3 shall be the AUTHORITY's
           sole financial remedy in respect of any Default to which this Clause 10.3
           applies, but only to the extent so specified in Schedule 25.

10.4       Additional Resources

           In the event that the Services hereunder are not provided in accordance
           with all applicable provisions hereof as a result of a Default of the
           CONTRACTOR, the CONTRACTOR shall, at the request of the AUTHORITY and
           without prejudice to the AUTHORITY's other rights and remedies, arrange
           all such additional resources as are reasonably necessary to correct such
           failure as early as practicable thereafter and at no additional charge to
           the AUTHORITY.

10.5       Non-conforming Services

10.5.1     In the event that, as a result of its Default, the CONTRACTOR fails to
           perform the Services, or any of them, in accordance with this Agreement,
           and such failure is not caused by the AUTHORITY, or by its employees or
           authorised agents, then the AUTHORITY may elect, in addition to any other
           remedies that may be available to it either under this Agreement or
           otherwise, one or more of the following remedies:

10.5.1.1   the AUTHORITY may require the CONTRACTOR, at the CONTRACTOR's own expense,
           promptly to remedy any Default or re-perform any non-conforming Services; or

10.5.1.2   the AUTHORITY may withhold from payment to the CONTRACTOR or recover as a
           sum of money due from the CONTRACTOR the Charges or any portion thereof
           that are allocable to the Default or non-conforming Services other than
           where Service Credits are applicable to the failure in which case the
           recovery of such Service Credits shall be, subject to Clause 10.3.3, the
           same financial remedy of the AUTHORITY in respect of such failure; or

10.5.1.3   if the CONTRACTOR fails to remedy the Default or re-perform any
           non-conforming Services pursuant to Clause 10.5.1.1 within thirty (30)
           days after notice thereof is given to the CONTRACTOR, the AUTHORITY may
           either remedy any Default or re-perform any non-conforming Services
           itself or have them remedied by a third party on its behalf, and in
           either case the CONTRACTOR shall pay the reasonable costs so incurred
           by the AUTHORITY.

10.6       Recovery of Sums Due

           If any sum of money shall be due from the CONTRACTOR, the same may be
           deducted from any sum then due or which at any time thereafter may become
           due to the CONTRACTOR under this Agreement or under any other agreement
           between the CONTRACTOR and the AUTHORITY.

10.7      IPR Indemnity

10.7.1    The CONTRACTOR shall indemnify the AUTHORITY against all claims, demands,
          actions, costs, expenses (including but not limited to legal costs and
          disbursements on a solicitor and client basis), losses and damages arising
          from or incurred by reason of any infringement or alleged infringement
          (including but not limited to the defence of such alleged infringement)
          in the United Kingdom of any Intellectual Property Right in the CONTRACTOR
          Software, Specially Written Software and CONTRACTOR Third Party Software.

10.7.2    The CONTRACTOR shall promptly notify the AUTHORITY if any claim or demand
          is made or action brought against the CONTRACTOR for infringement or
          alleged infringement of any Intellectual Property Right which may affect
          the use of the Services.

10.7.3    The AUTHORITY shall promptly notify the CONTRACTOR if any claim or demand
          is made or action brought against the AUTHORITY to which Clause 10.7.1
          may apply. The CONTRACTOR shall at its own expense conduct any litigation
          arising therefrom and all negotiations in connection therewith and the
          AUTHORITY hereby agrees to grant to the CONTRACTOR exclusive control of
          any such litigation and such negotiations.

10.7.4    The AUTHORITY shall at the request of the CONTRACTOR afford to the
          CONTRACTOR all reasonable assistance for the purpose of contesting any
          claim or demand made or action brought against the AUTHORITY to which
          Clause 10.7.1 may apply or any claim or demand made or action brought
          against the CONTRACTOR to which Clause 10.7.2 may apply. The CONTRACTOR
          shall reimburse the AUTHORITY for all costs and expenses (including but
          not limited to legal casts and disbursements on a solicitor and client
          basis) incurred in so doing.

10.7.5    The AUTHORITY shall not make any admissions which may be prejudicial to
          the defence or settlement of any claim. demand or action for infringement
          of alleged infringement of any Intellectual Property Right to which
          Clause 10.7.1 may apply or any claim or demand made or action brought
          against the CONTRACTOR to which Clause 10.7.2 may apply.

10.7.6    If a claim or demand is made or action brought to which Clause 10.7.1
          may apply or in the reasonable opinion of the CONTRACTOR is likely to be
          made or brought, the CONTRACTOR may at its own expense:

10.7.6.1  modify any or all of the Services without reducing the performance and
          functionality of the same, or substitute services of equivalent
          performance and functionality for any or all of the Services, so as to
          avoid the infringement or the alleged infringement provided that the
          terms herein shall apply mutatis mutandis to such modified or
          substituted services and such modified or substituted services shall be
          acceptable to the AUTHORITY, such acceptance not to be unreasonably
          withheld or delayed; or

10.7.6.2  procure a licence to use the Services on terms which are acceptable to
          the AUTHORITY (such acceptance not to be unreasonably withheld or
          delayed): or

10.7.6.3  take such other action as the CONTRACTOR may propose and the AUTHORITY
          may agree (such agreement not to be unreasonably withheld or delayed)
          as appropriate to avoid or settle such claim, demand or action.

10.7.7    The foregoing provisions of this Clause 10.7 shall not apply in so far
          as any such claim or demand of action is in respect of:

10.7.7.1  any use by or on behalf of the AUTHORITY of the Services in combination
          with any products or services not supplied or approved (such approval not
          to be unreasonably withheld or delayed) by the CONTRACTOR where such
          combination directly gives rise to the claim, demand or action; or

10.7.7.2  any use by the AUTHORITY of the Services in a manner not reasonably to be
          inferred from the specifications in this Agreement or the Service
          Specification as amended from time to time.

10.7.8    If the CONTRACTOR has availed itself of its rights to modify the Services
          or to supply substitute services pursuant to Clause 10.7.6.1 or to procure
          a licence under Clause 10.7.6.2 and such exercise of the said rights has
          avoided any claim, demand or action for infringement or alleged infringement,
          or if the CONTRACTOR has otherwise avoided or settled the claim, demand or
          action for infringement or alleged infringement in accordance with
          Clause 10.7.6.3, then the CONTRACTOR shall have no further liability
          thereafter under this Clause in respect of the said claim, demand or action.

10.7.9    If a modification or substitution in accordance with Clause to.7.6.1 above
          is not possible so as to avoid the infringement or the CONTRACTOR has been
          unable to procure a licence in accordance with Clause 10.7.6.2 or if the
          CONTRACTOR has been unable to take appropriate action in accordance with
          Clause 10.7.6.3:

10.7.9.1  it shall be deemed to be a Default not capable of remedy and the AUTHORITY
          shall be entitled to terminate this Agreement pursuant to
          Clause 11.4.1.2; and

10.7.9.2  the CONTRACTOR shall be liable for the additional costs of a reasonable
          equivalent replacement Solution or Services from a third party or parties
          thereof together with all reasonable additional costs incurred in procuring,
          implementing and maintaining such replacements from a third party.

10.7.10   This Clause 10.7 sets out the entire financial liability of the CONTRACTOR
          with regard to the infringement of any Intellectual Property Right by the
          use of the Services by or on behalf of the AUTHORITY. For the avoidance of
          doubt this shall not affect the CONTRACTOR's financial liability for other
          Defaults or causes of action that may arise.

10.8      General Indemnity

10.8.1    The CONTRACTOR shall fully indemnity the AUTHORITY in respect of any
          personal injury or loss of or damage to tangible property incurred by the
          AUTHORITY or its respective employees and authorised agents to the extent
          that such personal injury or loss of property is directly caused by any
          Default of the CONTRACTOR, its employees or agents, or by any circumstances
          within its or their control in connection with the performance or purported
          performance of this Agreement.

10.8.2    The CONTRACTOR shall fully indemnify the AUTHORITY against all claims,
          demands, actions, costs, expenses, (including but not limited to legal
          costs and disbursements on a solicitor and client basis), losses and
          damages in respect of any personal injury or damage arising from or
          incurred by reason of the use of the Services by any Claimant.

10.8.3    In the event of any claim or demand being made or action brought to which
          Clause 10.8.1 or 10.8.2 applies, the CONTRACTOR shall be promptly notified
          thereof and the CONTRACTOR shall at its own expense conduct all 
          negotiations for settlement of the same and any legal proceedings that may
          arise therefrom, and the AUTHORITY hereby agrees to grant to the CONTRACTOR
          exclusive control over any such negotiations or litigation. The CONTRACTOR
          shall consult with and pay due regard to the interests and views of the
          AUTHORITY in the conduct of any defence to any claim or demand hereunder,
          but shall not be required to comply with such interests or views. The
          AUTHORITY, its employees and agents, shall at the request of the CONTRACTOR
          afford all reasonable assistance for the purpose of contesting any such
          claim or demand or action and shall be repaid any expense incurred in so
          doing and shall not make any admissions which may be prejudicial to the
          defence of such claim or demand or action.

10.9      Remedies Cumulative

          Except as otherwise expressly provided in this Agreement, all remedies
          available to the CONTRACTOR or to the AUTHORITY for breach of this
          Agreement are cumulative and may be exercised concurrently or separately
          and the exercise of any one remedy shall not be deemed an election of
          such remedy to the exclusion of other remedies.

10.10     Waiver

10.10.1   The failure of either party to insist upon strict performance of any
          provision of this Agreement, or the failure of either party to exercise
          any rights or remedy to which it is entitled hereunder, shall not
          constitute a waiver thereof and shall not cause a diminution of the
          obligations established by this Agreement.

10.10.2   A waiver of any Default shall not constitute a waiver of any subsequent
          Default.

10.10.3   No waiver of any of the provisions of this Agreement shall be effective
          unless it is expressly stated to be a waiver and communicated to the other
          parties in writing in accordance with the provisions of Clause 8.3.

10.11     Limits of Liability

10.11.1   Neither party excludes or limits liability to the other party for death or
          personal injury, fraud or any breach of any obligations implied by
          Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of
          Goods and Services Act 1982.

10.11.2   Nothing in this Clause shall be taken as limiting the liability of:

10.11.2.1 the AUTHORITY to pay any Charges due and payable or any Termination
          Payments due and payable; or

10.11.2.2 the CONTRACTOR for any direct losses or damages in respect of
          the following Clauses: 12.6 (Protection of Data and Social Security
          Administration Act); 12.1 (Corrupt Gifts and Payments of Commission);
          12.2 (Discrimination).

10.11.3   Subject always to Clauses 10.11.1 and 10.11.2, the liability of either
          party for Defaults shall be subject to the financial limits set out in
          this Clause as follows:-

10.11.3.1 the aggregate liability under this Agreement (by way of indemnity or
          otherwise) of either party during each Year of this Agreement for all
          Defaults that occur during that Year shall in no event exceed fifty per
          cent (50%) of the Charges paid and payable by the AUTHORITY for
          the Services during the Year of this Agreement in which the Default
          occurs (as determined at the date of the Default); and

10.11.4   On the first and subsequent anniversary date of the Commencement Date,
          the monetary limit set forth in Clause 10.11.3.2 shall increase by a
          percentage which is equal to the Retail Price Index (RPI), provided
          that if the RPI is no longer published, a replacement or equivalent
          index shall be used.

10.11.5   Subject always to Clause 10.11.1, in no event shall either party be
          liable to the other for:

10.11.5.1 loss of profits, business, revenue, goodwill or anticipated savings
          (including such losses incurred in the provision of services to third
          parties); and/or

10.11.5.2 indirect or consequential loss or damage.

10.11.6   The provisions of Clauses 10.11.5.1 and 10.11.5.2 shall not be taken as
          limiting the right of either party to claim from the other party for:

10.11.6.1 direct additional operational and administrative costs and expenses; and/or

10.11.6.2 direct expenditure or charges rendered unnecessary as a result of any
          Default by the other party.

10.11.7   The parties expressly agree that any order for specific performance made
          in connection with this Agreement in respect of either party shall be
          subject to the financial limitations set out in Clause 10.11.3.

10.11.8   The parties expressly agree that should any limitation or provision
          contained in this Clause be held to be invalid under any applicable
          statute or rule of law it shall to that extent be deemed omitted but
          if any party thereby becomes liable for loss or damage which would
          otherwise have been excluded such liability shall be subject to the
          other limitations and provisions set out herein.

10.12     Force Majeure

10.12.1   For the purposes of this Agreement the expression "Force Majeure" shall
          mean any cause affecting the performance by a party of its obligations
          arising from acts, events, omissions, happenings or non-happenings
          beyond its reasonable control including (but without limiting the
          generality thereof) governmental regulations, fire, flood, or any
          disaster, or an industrial dispute affecting a third party for which a
          substitute third party is not reasonably available. Any act, event,
          omission, happening or non-happening will only be considered Force
          Majeure if it is not attributable to the wilful act, neglect or failure
          to take reasonable precautions of the affected party, its services,
          agents or employees. For the avoidance of doubt, any industrial dispute
          affecting the employees of the AUTHORITY or of the CONTRACTOR or its
          Subcontractors shall not be considered an event of Force Majeure.

10.12.2   Neither party shall in any circumstances be liable to the other for
          any loss of any kind whatsoever including but not limited to any damages
          or abatement of Charges or Service Credits whether directly or indirectly
          caused to or incurred by the other party by reason of any failure or delay
          in the performance of its obligations hereunder which is due to an event
          of Force Majeure. Notwithstanding the foregoing, each party shall use all
          reasonable endeavours to continue to perform, or resume performance of,
          such obligations hereunder for the duration of such Force Majeure event.
          In the case of the CONTRACTOR, the parties shall agree an orderly process
          for such continuation or resumption of performance (such agreement not to
          be unreasonably withheld or delayed), and the CONTRACTOR shall comply with
          such process. The CONTRACTOR shall remain liable to perform the Business
          Continuity and Disaster Recovery Services (as specified in Schedule 33),
          save where such Business Continuity and Disaster Recovery Services are
          themselves also affected by force Majeure, in which case the CONTRACTOR
          shall be required to use all reasonable endeavours to perform such
          Contingency Services.

10.12.3   If either of the parties shall become aware of circumstances of Force
          Majuere which give rise to or which are likely to give rise to any such
          failure or delay on its part it shall forthwith notify the other by the
          most expeditious method then available and shall inform the other of the
          period which it is estimated that such failure or delay shall continue.

10.12.4   It is expressly agreed that any failure by either Party to perform or any
          delay by either Party in performing its obligations under this Agreement
          which results from any failure or delay in the performance of its
          obligations by any person, firm or company with which either Party shall
          have entered into any such contract, supply arrangement or Subcontract or
          otherwise, shall be regarded as a failure or delay due to an event of
          Force Majeure only in the event that such person, firm or company shall
          itself be prevented from or delayed in complying with its obligations
          under such contract, supply arrangement or Subcontract or otherwise as
          a result of circumstances of Force Majeure.

10.12.5   The AUTHORITY may terminate this Agreement by notice in writing to the
          CONTRACTOR where a Force Majeure event has substantially prevented or
          delayed either party from performing its obligations under this Agreement
          continuously during the immediately preceding six (6) months.

10.12.6   Where the Services are only partially affected by a Force Majeure event
          the Charges shall continue to be payable in respect of those Services
          (including any Business Continuity and Disaster Recovery) that the
          CONTRACTOR continues to provide in accordance with this Agreement. The
          Charges payable shall be calculated in accordance with the mechanism
          set out in Schedule 12.

10.13     Loss of Data

10.13.1   The CONTRACTOR and the AUTHORITY shall each take reasonable precautions
          (having regard to the nature of their other respective obligations under
          this Agreement) to preserve the integrity of the AUTHORITY Data and to
          prevent any corruption or loss of the AUTHORITY Data.

10.13.2   The CONTRACTOR shall ensure that a back-up copy of the AUTHORITY Data is
          made at the end of each Working Day and that such copy is recorded on
          media from which the AUTHORITY Data can be re-loaded in the event of any
          corruption or loss of the AUTHORITY Data.

10.13.3   In the event that the AUTHORITY Data is corrupted or lost as a result of
          any Default by the CONTRACTOR the AUTHORITY shall have the option, in
          addition to any other remedies that may be available to it either under
          this Agreement or otherwise, to elect either of the following remedies:

10.13.3.1 the AUTHORITY may require the CONTRACTOR at its own expense to restore
          or procure the restoration of the AUTHORITY Data using the back-up copy
          referred to in Clause 10.13.2; or

10.13.3.2 the AUTHORITY may itself restore or procure restoration of the AUTHORITY
          Data using the back-up copy referred to in Clause 10.13.2 which shall be
          made available to the AUTHORITY by the CONTRACTOR, and the AUTHORITY
          shall be repaid by the CONTRACTOR any reasonable expenses so incurred.

10.14     Alternative Dispute Resolution

10.14.1   All disputes between the AUTHORITY and the CONTRACTOR arising out of or
          relating to this Agreement shall be referred, by either party, to the
          Joint Body.

10.14.2   If any dispute cannot be resolved by the Joint Body within a maximum of
          fourteen (14) days (or such other time as otherwise agreed in writing
          by the parties) after it has been referred under Clause 10.14.1, that
          dispute shall be referred to the AUTHORITY and a more senior
          representative nominated by the CONTRACTOR for resolution.

10.14.3   If the dispute cannot be resolved by the relevant parties' representatives
          nominated under Clause 10.14.2 within a maximum of fourteen (14) days
          (or such other time as otherwise agreed in writing by the parties) after
          it has been referred under Clause 10.14.2:

10.14.3.1 If the dispute is of a technical nature or is expressed by this Agreement
          to be subject to expert determination, by agreement between the relevant
          parties it may be referred for final determination to an expert (referred
          to in this Clause as the "Neutral Adviser") who shall be deemed to act as
          expert and not as arbitrator; or

10.14.3.2 Otherwise the parties will attempt to settle the dispute by mediation in
          accordance with the CEDR Model Mediation Procedure of failing that it
          shall be determined pursuant to Clause 1.3.1.

10.14.4   The Neutral Adviser shall be selected by mutual agreement or, failing
          agreement, within fourteen (14) days after a request by one relevant party
          to the other, shall be chosen at the request of any party by the President
          for the time being of the Chartered Institute of Arbitrators who shall be
          requested to choose a suitably qualified and experienced Neutral Adviser
          for the dispute in question.

10.14.5   Fourteen (14) days after the Neutral Adviser has accepted the appointment
          the relevant parties shall submit a written report on the dispute to the
          Neutral Adviser and to each other and seven (7) days thereafter shall
          submit any written replies they wish to make to the Neutral Adviser and
          to each other.

10.14.6   The relevant parties will then afford the Neutral Adviser all necessary
          assistance which the Neutral Adviser requires to consider the dispute.

10.14.7   The Neutral Adviser shall be instructed to deliver his determination to
          the relevant parties within fourteen (14) days (or such other period as
          may be agreed between the parties and the Neutral Adviser) after the
          submission of the written reports pursuant to Clause 10.14.5.

10.14.8   Decisions of the Neutral Adviser shall be final and binding and not
          subject to appeal except in the case of fraud or manifest error.

10.14.9   The Neutral Adviser shall have the same powers to require any party to
          produce any documents or information to him and the other party as an
          arbitrator and each relevant party shall in any event supply to him
          such information which it has and is material to the matter to be
          resolved and which it could be required to produce on discovery.

10.14.10  The fees of the Neutral Adviser shall be borne by the parties in the
          proportions determined by the Neutral Adviser having regard (amongst
          other things) to the conduct of the parties in relation to the dispute
          in question.

10.14.11  Work and activity to be carried out under this Agreement shall not cease
          or be delayed by this alternative dispute resolution procedure.

10.15     Step in Action

10.15.1   If at any time during the term of this Agreement the AUTHORITY
          reasonably believes that it needs to take Step-in-Action in respect of
          any Service:

10.15.1.1 because an event of Force Majeure has occurred which would seriously
          prejudice the continued provision of such Service in accordance with
          the Service Levels and this Agreement, or because there is a serious
          risk of such an event of Force Majeure occurring; or

10.15.1.2 because the AUTHORITY is entitled to terminate this Agreement, pursuant
          to Clause 11.3 or 11.4; or

10.15.1.3 because there is a serious risk that the AUTHORITY be entitled to
          terminate this Agreement pursuant to Clauses 11.3 or 11.4,

          the AUTHORITY shall be entitled to take Step-in Action in accordance
          with Clauses 10.15.2 to 10.15.6 below.

10.15.2   Where the AUTHORITY whiches to exercise its entitlement in Clause 10.15.1
          to take Step-in Action and provided that the AUTHORITY has, where
          reasonably practicable, first consulted with the CONTRACTOR and the
          CONTRACTOR has been unable to demonstrate to the AUTHORITY's reasonable
          satisfaction that it is able to provide the Services in accordance with
          this Agreement, it shall notify the CONTRACTOR in writing of the
          following matters (and shall use reasonable endeavours to provide such
          notification fourteen (14) days prior to the date the action will commence):

10.15.2.1 the action that it intends to take;

10.15.2.2 the reason for taking such action;

10.15.2.3 the date from which such action shall commence:

10.15.2.4 the time period that it believes to be necessary for such action; and

10.15.2.5 to the extent practicable, the effect on the CONTRACTOR and its
          obligation to provide the Services during the period such action is
          being taken.

10.15.3   Following service of such notice, the AUTHORITY may take Step-in Action
          as notified under Clause 10.15.2 above and any consequential additional
          action as it reasonably believes is necessary (together, the "Required
          Action") and the CONTRACTOR shall give all reasonable assistance to the
          AUTHORITY while it is taking such Required Action.

10.15.4   If Step-In Action arises then for so long as and to the extent that the
          Required Action is taken, and this prevents the CONTRACTOR from providing
          any part of the Services the CONTRACTOR shall be relieved from its
          obligations to provide such part of the Services and from any liability
          for not providing such Services  and/or any consequence of such
          non-performance to the extent required as a result of the Required Action.

10.15.5   Where the AUTHORITY has exercised its rights to take the Required Action
          pursuant to this Clause, it shall act in accordance with good industry
          practice and (without prejudice to the obligation to act in accordance
          with good industry practice) in accordance with its own established
          internal procedures.

10.15.6   The AUTHORITY shall be permitted to engage the services of any third
          party to assist it in the performance of the Required Action. The
          AUTHORITY shall notify the CONTRACTOR in advance of the identity of the
          third party and shall procure that such third party enters into a
          confidentiality agreement in favour of the CONTRACTOR on no less onerous
          terms than those set out in Clause 12.5.

10.15.7   Where the AUTHORITY has exercised its right to take Step-In Action then
          the AUTHORITY shall cease to take Step-In Action and shall allow the
          CONTRACTOR to resume the performance of the affected Services, where the
          CONTRACTOR has demonstrated to the reasonable satisfaction of the
          AUTHORITY that it will be capable of providing such Services in accordance
          with this Agreement. Where the CONTRACTOR has so demonstrated the AUTHORITY
          shall deliver written notice (a Step-Out Notice) to the CONTRACTOR,
          specifying in reasonable detail (to the extent that it is reasonably
          practicable to do so in all the circumstances):

10.15.7.1 the action it has taken in exercising the Step-In Action; and

10.15.7.2 the date from which the CONTRACTOR is to resume the performance of the
          Services, such date being reasonable in all the circumstances.

11.1      Term

11.1.1    Initial Term

11.1.1.1  This Agreement shall commence on the Commencement Date and, unless renewed
          pursuant to Clause 11.1.2 or terminated in accordance with the provisions
          of this Agreement or otherwise in accordance with law or equity shall
          expire seven (7) years after the Cutover 0ate.

11.1.2    0ptions to Extend

11.1.2.1  In the event only of termination of this Agreement by effluxion of time,
          the CONTRACTOR hereby irrevocably grants to the AUTHORITY an option at the
          AUTHORITY's sole discretion to extend the term of this Agreement for
          additional consecutive term of three (3) years and a further additional
          consecutive term of two (2) years thereafter, such options being
          exercisable in writing not less than two (2) years prior to each such
          extension. The charges applicable to the first additional extension of
          three (3) years shall be as set out in Schedule 12. The charges applicable
          to the second extension of two (2) years shall be subject to variation in
          accordance with Clause 11.1.2.3.

11.1.2.2  In the event of termination of this Agreement for any reason, the
          CONTRACTOR hereby irrevocably grants to the AUTHORITY an option to extend
          the term of this Agreement for a further period of up to twelve (12) months
          such option being exercisable in writing by the AUTHORITY not less than
          three (3) month(s) prior to such extension. The charges applicable to this
          extension of twelve (12) months shall be subject to variation in accordance
          with Clause 11.1.2.3.

11.1.2.3  Save as provided in Clause 11.1.2.1, any variation of the Charges applicable
          to the extended terms shall be agreed by the parties pursuant to the Change
          Control Procedures failing such agreement the Charges shall be those
          applicable during the year preceding the date when the extended term
          commences. For the avoidance of doubt, it is agreed that any such variation
          shall apply from the commencement of the extended term and the relevant
          party shall make a balancing payment or issue a balancing credit to the
          other party in the event that the Charges as varied for the extended term
          differ from those actually paid for the extended term up to the date of
          the variation.

11.2      Break Option

11.2.1    Without prejudice to the AUTHORITY's other rights to terminate this
          Agreement (or any part of the Services pursuant to Clause 11.9) or
          otherwise at law or in equity, the AUTHORITY shall have the right to
          exercise the Break Option at any time after the Commencement Date by
          service on the CONTRACTOR of twelve (12) Month(s) prior written notice
          exercising the Break Option in accordance with the provisions of
          Clause 8.3. Upon service of notice in accordance with this Clause the
          performance of all Additional Services which the CONTRACTOR has not at
          that time commenced performance shall automatically be cancelled
          irrevocably as at the date of the notice.

11.2.2    The Agreement (or any part of the Services pursuant to Clause 11.9)
          shall terminate on the date specified in the notice served in accordance
          with Clause 11.2.1.

11.2.3    In the event of the notice being served pursuant to Clause 11.2.1 the
          AUTHORITY shall on termination hereof pay to the CONTRACTOR the
          Termination Charge (specified in Schedule 12). Such payment shall be in
          full and final settlement of all claims, demands, suits, actions or
          liabilities of any nature relating to the termination of this Agreement
          including all representations made prior thereto.

11.2.4    The CONTRACTOR shall use all reasonable efforts to ensure that any
          contracts it enters into with a Subcontractor, landlord of property or
          other third party in connection with or for the purposes of the provision
          of the Services, the occupation of property in connection with the
          provision of the Services or otherwise in connection with this Agreement
          shall provide the CONTRACTOR with rights equal to those pertaining to
          the AUTHORITY under this Clause 11.2.

11.3      Grounds for Early Termination

11.3.1    The AUTHORITY may at any time by notice in writing terminate any or all
          of the Services as from the date of service of such notice if:

11.3.1.1  there is a change of control, as defined by Section 416 of the Income and
          Corporation Taxes Act 1988, in the CONTRACTOR or its Parent Company; or

11.3.1.2  a judgment or order made against the CONTRACTOR is not complied with or
          set aside (or an application to set aside is not made) within twenty-one
          (21) days or an encumbrancer takes possession of the whole or any part of
          the undertaking, assets, rights or revenues having an aggregate value of
          more than fifty thousand pounds (£50,000) of the CONTRACTOR or of
          any goods having an aggregate value of more than fifty thousand pounds
          (£50,000) in the possession of the CONTRACTOR under any hire purchase,
          conditional sale, leasing, retention of title or similar agreement or a
          distress, distraint, execution or other process is levied or enforced upon
          any of the assets, rights, undertaking or revenues having an aggregate
          value of more than fifty thousand pounds (£50,000) of the CONTRACTOR
          or upon any goods having an aggregate value of more than fifty thousand
          pounds (£50,000) in the possession of the CONTRACTOR under any
          hire purchase, conditional sale, leasing, retention of title or similar
          agreement and is not discharged within twenty-one (21) days; or

11.3.1.3  The CONTRACTOR, being an individual, or where the CONTRACTOR is a firm,
          any partner or partners in that firm who together are able to exercise
          direct or indirect control, as defined by Section 416 of the Income and
          Corporation Taxes Act 1988, shall at any time become bankrupt or shall
          have a receiving order or administration order made against him or shall
          make any composition or arrangement with or for the benefit of his
          creditors, or shall purport to do so, including, without limitation, an
          individual voluntary arrangement pursuant to the Insolvency Act 1986 or
          stops or suspends payment of its debts or is unable to or admits
          inability to pay a debt within the meaning of Section 268 of the
          Insolvency Act 1986 or in Scotland he shall become apparently insolvent
          within the meaning of the Bankruptcy (Scotland) Act 1985 as amended by
          the Bankruptcy (Scotland) Act 1993 or any application shall be made under
          any bankruptcy or insolvency act for the time being in force for
          sequestration of his estate, or a trust deed shall be granted by him for
          behalf of his creditors. or any similar event occurs under the law of
          any other jurisdiction; or

11.3.1.4  where the CONTRACTOR is a company:

          (a) an administrative receiver or a receiver or a manager is appointed
              of the whole or any part of the undertaking, assets, rights or
              revenues of the CONTRACTOR (being a company);

          (b) the CONTRACTOR (being a company) stops or suspends payment of its
              debts or is unable to or admits inability to pay its debts (within
              the meaning of section 123 of the Insolvency Act 1986 or otherwise
              but ignoring the references in that section to determination by the
              court) or becomes insolvent or proposes or commences negotiations
              with one or more of its creditors with a view to the general
              rescheduling of its debts or proposes or enters into any composition
              or other arrangement for the benefit of its creditors generally or
              any class of its creditors including, without limitation, a scheme
              of arrangement pursuant to the Companies Act 1985 or a company
              voluntary arrangement pursuant to the Insolvency Act 1986; or

          (c) a resolution is passed or an order made for the liquidation of the
              CONTRACTOR (otherwise than for the purpose of a bona fide
              reconstruction or amalgamation); or

          (d) an order is made for the administration of the CONTRACTOR;

          or

          (e) the CONTRACTOR is subject to insolvency proceedings for the purposes
              of the EC Regulation on Insolvency Proceedings 2000 opened in respect
              of it; or

          (f) any event occurs or proceeding is taken with respect to the CONTRACTOR
              in any jurisdiction to which it is subject which has an effect
              equivalent or similar to any of the events mentioned in the sub-clauses
              above.

11.3.2    The AUTHORITY shall only be permitted to exercise its rights pursuant to
          Clause 11.3.1.1 for six (6) Months after the later of the date of receipt by
          the AUTHORITY of notification of a change of control or the date of a change
          of control actually taking place and shall not be permitted to exercise such
          rights where the AUTHORITY has agreed in advance in writing to the particular
          change of control and such change of control takes place as proposed provided
          that the CONTRACTOR shall notify the AUTHORITY within two (2) Months of any
          change of control taking place.

11.4      Breach

11.4.1    The AUTHORITY may at any time by notice in writing terminate this Agreement
          (or any part of the Services pursuant to Clause 1 1 .9) forthwith, if the
          CONTRACTOR is in Default of any obligation under this Agreement and:

11.4.1.1  such Default is capable of remedy and the CONTRACTOR shall have failed to
          remedy the Default within thirty (30) days written notice (or such other
          reasonable period as may be agreed by the parties) to the CONTRACTOR
          specifying the Default and requiring its remedy: or

11.4.1.2  such Default is not capable of remedy and:

          a) the CONTRACTOR has failed to take action to prevent the breach from
             recurring ("Preventative Action"), such action to be taken within the
             period of thirty (30) days (or such other reasonable period as may be
             agreed by the parties) of the AUTHORITY having served a written notice
             specifying the breach (the "Preventative Action Period") or the AUTHORITY
             has agreed that no Preventative Action is required; or

          (b) notwithstanding the taking or non-taking of Preventative Action by the
              CONTRACTOR, there is a further recurrence of the breach within the ninety
              (90) day period immediately following the end of Preventative Action Period.

11.4.2    The AUTHORITY may at any time by notice in writing terminate any Services to
          which Service Levels and Service Credits apply forthwith if at any time after
          the Cutover Date:

11.4.2.1  the CONTRACTOR fails, due to its Default, to provide such Services in accordance
          with the Service Level(s) applicable to such Services; and

11.4.2.2  the Service Credits that have been applied by the AUTHORITY with respect to such
          failure exceed the Service Level Termination Threshold referred to in Paragraph 4
          of Schedule 25 with regard to such Services.

11.4.3    For the avoidance of doubt the AUTHORITY shall not be entitled to terminate any
          such Services pursuant to Clause 11.4.1 or 11.4.2 as a consequence of any such
          Default unless and until the applicable Service Level Termination Threshold has
          been exceeded.

11.4.4    The AUTHORITY may at any time by notice in writing terminate this Agreement if
          there is a breach by the CONTRACTOR of any provision hereof which expressly
          entitles the AUTHORITY to terminate this Agreement.

11.5      Retender Procedures

11.5.1    The parties shall comply with their respective obligations set out in
          Schedule 15 during the Retender Period.

11.6      Rights and Obligations on Termination or Expiry

11.6.1    In the event that this Agreement expires or is terminated as provided for
          herein:

11.6.1.1  notwihstanding the service by the AUTHORITY, pursuant to this Clause 11,
          of a notice to terminate this Agreement, the CONTRACTOR shall continue to
          provide the Services to the required Service Levels until the date of
          termination of this Agreement:

11.6.1.2  the CONTRACTOR shall repay forthwith to the AUTHORITY all Charges paid up to
          and including such date of termination other than Charges in respect of any
          Services or part thereof properly performed in accordance with this Agreement
          subject to revision for any Service Credits outstanding or Termination Charge
          due; and

11.6.1.3  the parties shall comply with their respective obligations as set out in
          Schedule 26, and the CONTRACTOR shall, if requested by the AUTHORITY enter
          into the MSA Transition Agreement with the AUTHORITY and a Replacement Contractor.

11.7      Accrued Rights and Remedies

          The termination of this Agreement shall not prejudice or affect any claim, right,
          action or remedy which shall have accrued or shall thereafter accrue to either party.

11.8      Survival of Obligations

          Following the termination of this Agreement as provided for herein, neither the
          AUTHORITY nor the CONTRACTOR shall have any further obligation or right with
          respect to the other party except as set forth in this Clause and in the
          following additional Clauses:

          1.1         -  Interpretations
          1.3         -  Governing Law and Jurisdiction
          4.7 - 4.11  -  Ownership of Intellectual Property Rights
          10.1        -  AuditAccess
          1O.6        -  Recovery of Sums Due
          10.7        -  IPR Indemnity
          10.8        -  General Indemnity
          10.9        -  Remedies Cumulative
          10.11       -  Limits of Liability
          11.6        -   Rights and Obligations on Termination
          12.3        -  Official Secrets Act
          12.5        -  Confidentiality
          12.6        -  Protection of Personal Data, Freedom of Information and
                         Social Security Administration Act

11.9      Partial Termination of Services

11.9.1    The AUTHORITY may terminate part of the Services when exercising its right
          to terminate this Agreement under Clause 11.2 or Clause 11.4 in which case:

11.9.1.1  the remaining Services shall continue to be performed for the remainder of
          the Agreement;

11.9.1.2  the Charges in respect of the remaining Services shall be calculated in
          accordance with the mechanism set out in Schedule 12; and

11.9.1.3  the responsibilities of the partied in respect of such terminated Services
          shall be performed in accordance with Schedule 26.

11.9.2    In the event that the AUTHORITY terminates part of the Services pursuant to
          Clause 11.2 the AUTHORITY shall not be required to pay a Termination Charge
          where the partial termination of the Services does not cause the actual
          volumes of Referrals to become:

11.9.2.1  greater or equal to 120% of the Predicted Volumes; or

11.9.2.2  less than or equal to 80% of the Predicted Volumes.

11.9.3    Where the partial termination of the Services does cause the actual
          volumes of Referrals to become:

11.9.3.1  greater or equal to 120% of the Predicted Volumes; or

11.9.3.2  less than or equal to 80% of the Predicted Volumes.

          the AUTHORITY shall pay Termination Charge in accordance with Paragraph 7.8
          of Schedule 12.

11.9.4    In the event that the AUTHORITY terminates part of the Services pursuant to
          Clause 11.2 because of a change to law or policy, the AUTHORITY shall only be
          required to give reasonable prior written notice pursuant to Clause 11.2.1.

12.1       Corrupt Gifts

12.1.1     The CONTRACTOR shall neither:

12.1.1.1   offer nor give nor agree to give any person acting for or on behalf of the
           Crown any gift or consideration of any kind as an inducement or reward for
           doing or forbearing to do or for having done or forborne to do any act in
           relation to the obtaining or performance of this Agreement or any other
           agreement with the Crown or any department, office or agency of the Crown or
           for showing or forbearing to show favour or disfavour to any person in
           relation to this Agreement; nor

12.1.1.2   enter into this Agreement if in connection with it commission has been paid
           or agreed to be paid to any person for or on behalf of the Crown by the
           CONTRACTOR or on the CONTRACTOR's behalf or to the CONTRACTOR's knowledge,
           unless before this Agreement is made particulars of any such commission and
           of the terms and conditions of any agreement for the payment thereof have been
           disclosed in writing to the AUTHORITY. For the avoidance of doubt the
           provisions of this Clause shall not apply to any payment made to either
           party's professional advisers in connection with this Agreement.

12.1.2     In the event of any breach of this Clause 12.1.1 by the CONTRACTOR or by anyone
           employed by the CONTRACTOR or acting on the CONTRACTOR's behalf (whether with
           or without the knowledge of the CONTRACTOR) or the commission of any offence
           by the CONTRACTOR or by anyone employed by the CONTRACTOR or acting on behalf
           of the CONTRACTOR under the Prevention of Corruption Acts, 1889 to 1916 in
           relation to this or any other contract with the Crown, the AUTHORITY may
           summarily terminate this Agreement by notice in writing to the CONTRACTOR.
           Provided always that such termination shall not prejudice or affect any right
           of action or remedy which shall have accrued or shall accrue to the AUTHORITY
           and provided always that the AUTHORITY may recover from the CONTRACTOR the
           amount of value of any such gift, consideration or commission.

12.1.3     The decision of the AUTHORITY shall be final and conclusive in any dispute,
           difference or question arising in respect of:

12.1.3.1   the interpretation of this Clause (except so far as the same may relate to
           the amount recoverable from the CONTRACTOR under Clause 12.1.1.2 in respect
           of any loss resulting from such termination of this Agreement); or

12.1.3.2   the right of the AUTHORITY under this Clause 12.1 to terminate this
           Agreement; or

12.1.3.3   the amount or value of any such gift, consideration or commission.

12.2       Discrimination

12.2.1     The CONTRACTOR shall not unlawfully discriminate within the meaning and scope
           of any law, enactment, order, regulation or other similar instrument relating
           to discrimination (whether in relation to race, gender, religion, disability,
           age, sexual orientation or otherwise) in employment or in its dealings with
           Claimants.

12.2.2     The CONTRACTOR shall take all reasonable steps to ensure the observance of the
           provisions of Clause 12.2.1 by all servants, employees, agents and consultants
           of the CONTRACTOR and all Subcontractors.

12.3       Official Secrets Act

12.3.1     The CONTRACTOR's attention is drawn to the provisions of the Official Secrets
           Acts 1911 to 1989. The CONTRACTOR shall take all reasonable steps by display
           of notices or by other appropriate means to ensure that all persons engaged
           in any work in connection with this Agreement have notice that these statutory
           provisions apply to them and will continue so after the expiry or termination
           of this Agreement.

12.3.2     Notwithstanding the generality of Clause 12.3.1, the provisions of Clause 12.5
           shall operate without prejudice to, and be read subject to, the application of
           the Official Secrets Acts 1911 to 1989 in so far as they apply to Confidential
           Information.

12.4       Government Property

12.4.1     All Government Property shall remain the property of the AUTHORITY and shall be
           used only for the purposes this Agreement.

12.4.2     Any Government Property made available to or otherwise received by the
           CONTRACTOR shall be deemed to be in good condition when received by or on
           behalf of the CONTRACTOR unless the CONTRACTOR notifies the AUTHORITY to the
           contrary within fourteen (14) days of receipt thereof by the CONTRACTOR. If
           the CONTRACTOR so notifies the AUTHORITY and the AUTHORITY disagrees with
           the CONTRACTOR's opinion of the condition of such Government Property,
           representatives of the parties' respective contract management teams will
           meet in order to attempt to resolve the dispute. The AUTHORITY shall be under
           no obligation to replace any Government Property found not to be in good
           condition.

12.4.3     The CONTRACTOR undertakes the safe custody of and due return of all Government
           Property and shall be responsible for all loss thereof from whatever cause and
           shall indemnify the AUTHORITY against such loss.

12.4.4     The CONTRACTOR shall be responsible for any deterioration in the Government
           Property save for any deterioration resulting from its normal and proper use
           for the purposes of this Agreement provided that such deterioration
           resulting from normal and proper use is not contributed to by any want of due
           maintenance and repair.

12.4.5     Neither the CONTRACTOR, nor any Subcontractor, nor any other person, shall
           have a lien on any Government Property for any sum due to the CONTRACTOR,
           Subcontractor or other person and the CONTRACTOR shall take all reasonable
           steps to ensure that the title of the AUTHORITY and the exclusion of any
           such lien are brought to the notice of all Subcontractors and other persons
           dealing with any Government Property.

12.5       Confidentiality

12.5.1     Without prejudice to the application of the Official Secrets Acts 1911 to
           1989 to any Confidential Information the CONTRACTOR acknowledges that any
           Confidential Information obtained from or relating to the AUTHORITY, its
           servants or agents, or obtained from or relating to any Claimant, is the
           property of the AUTHORITY and the AUTHORITY hereby reserves all and such
           intellectual Property Rights that may subsist therein.

12.5.2     Both parties hereby warrant that:

12.5.2.1   any person employed or engaged by either party shall only Confidential
           Information of the other paFty for the purposes of Agreement; and

12.5.2.2   any person employed or engaged by either party shall not disclose any
           Confidential information of the other party to any third party without
           the prior written consent of the other party.

12.5.3     Both parties shall take all necessary precautions to ensure that all
           Confidential Information of the other party is treated as confidential and
           not disclosed (save as aforesaid) or used other than for the purposes of
           this Agreement by their employees, servants, agents or Subcontractors.

12.5.4     Without prejudice to the generality of the foregoing neither party nor any
           person engaged by them whether as a servant or a consultant or otherwise shall
           use the Confidential Information for the solicitation of business from the
           other or by their servants or consultants or by any third party.

12.5.5     The parties shall comply (and shall ensure that their employees, servants,
           agents and Subcontractors comply) with all reasonable instructions of the
           other party from time to time (and communicated to the other party in
           accordance with Clause 8.3) for the handling and storage of Confidential
           Information generally or specific items of Confidential Information.

12.5.6     The CONTRACTOR shall obtain from any organisation engaged in connection with
           this Agreement (including any Subcontractors and any agents of such
           Subcontractor) a signed confidentiality undertaking in substantially the same
           terms as the confidentiality undertaking given by the CONTRACTOR under this
           Clause.

12.5.7     The CONTRACTOR shall ensure that its employees (and the employees of its
           Subcontractors) are subject to obligations of confidentiality which are no
           less onerous than those set out in this Clause 12.5 and shall inform its
           employees who have access to Confidential Information that breach of the
           obligations set out herein and imposed upon them will result in disciplinary
           proceedings, and the CONTRACTOR will institute and enforce such disciplinary
           proceedings.

12.5.8     The provisions of Clauses 12.5.1 to 12.5.7 shall not apply to any information
           which:

12.5.8.1   is or becomes public knowledge other than by breach of this Clause;

12.5.8.2   is in the possession of the receiving party without restriction in relation to
           disclosure before the date of receipt from the disclosing party;

12.5.8.3   is received from a third party who lawfully acquired it and who is under no
           obligation restricting its disclosure; or

12.5.8.4   is independently developed without access to the Confidential Information

12.5.9     Nothing in this Clause shall be deemed or construed to prevent the AUTHORITY
           from disclosing any Confidential Information obtained from the CONTRACTOR:

12.5.9.1   to any other department, office or agency of Her Majesty's Government,
           provided that the AUTHORITY has required that such information is treated as
           confidential by such departments, offices and agencies, and their servants
           or agents, including requiring such servants or agents to enter into a
           confidentiality undertaking where appropriate;

12.5.9.2   to any consultant, contractor or other person engaged by the AUTHORITY in
           connection herewith, to the extent that such disclosure is required to assure
           to the AUTHORITY of the benefit of the Services and provided that the
           AUTHORITY shall have obtained from the consultant, contractor or other person
           a signed confidentiality undertaking on substantially the same terms as are
           contained in this Clause 12.5;

12.5.9.3   which is disclosed by the AUTHORITY in the discharge of the AUTHORITY's
           obligations to supply information for parliamentary, governmental, judicial
           or other administrative purposes; and

12.5.9.4   to each Bidder in connection with the retender of the Services or any part
           thereof, in accordance with the provisions of Schedule 15 provided that such
           Bidders have each signed the confidentiality undertaking contained in
           Appendix 4 of Schedule 15.

12.5.l0    Nothing in this Agreement shall prevent the CONTRACTOR or the AUTHORITY from
           using data processing techniques, ideas, principles learned, experience and
           know-how gained during the performance of this Agreement in the furtherance
           of its normal business, to the extent that this does not involve a
           disclosure of Confidential Information or an infringement by the AUTHORITY
           or the CONTRACTOR of any Intellectual Property Right.

12.5.11    The provisions of this Clause 12.5 shall not apply so as to prevent
           disclosure of Confidential Information (including, for the avoidance of doubt,
           the award or existence of this Agreement) by the CONTRACTOR where and to the
           extent that such disclosure is required to be made:

12.5.11.1  by virtue of the regulation of the UKLA or the London Stock Exchange or any
           other recognised exchange upon which the shares of the CONTRACTOR or any
           Subcontractor are traded.

12.5.11.2  by any court or governmental or administrative authority competent to require
           the same; or

12.5.11.3  by any applicable law, legislation or regulation,

           provided that the CONTRACTOR, to the extent legally permitted, provides prompt
           written notice of such fact to the AUTHORITY, uses reasonable endeavour to
           obtain a written confidentiality undertaking or other appropriate remedy
           concerning any such disclosure and to the extent legally permitted, fully
           co-operates with the AUTHORITY, in connection with the AUTHORITY's efforts
           to oppose any such requirements of disclosure. The CONTRACTOR shall use all
           reasonable endeavours to consult with the AUTHORITY to agree the timing,
           manner and extent of such disclosure.

12.6       Protection of Personal Data, Freedom of Information and Social Security
           Administration Act

12.6.1     Each party shall comply with its respective obligations under the
           provisions of the Data Protection Act 1998.

12.6.2     Where the CONTRACTOR or any of its Subcontractors, as part of the
           services under this Agreement, processes personal data as a data processor
           on behalf of the AUTHORITY as data controller, the CONTRACTOR shall, and
           shall procure its Subcontractors to:

12.6.2.1   act only on instructions from the AUTHORITY as a data controller; and

12.6.2.2   comply with the AUTHORITY's reasonable instructions in relation to the
           processing of personal data as such instructions are given and varied from
           time to time by the AUTHORITY;

12.6.2.3   at all times take all appropriate technical and organisational measures
           against unauthorised or unlawful processing of personal data and against
           accidental loss or destruction of, or damage to, personal data; and

12.6.2.4   obtain the prior written approval of the AUTHORITY for any transfer of
           personal data outside the European Economic Area.

12.6.3     The AUTHORITY may from time to time serve on the CONTRACTOR an information
           notice requiring the CONTRACTOR, within such time and in such form as is
           specified in the information notice, to furnish to the AUTHORITY such
           information as the AUTHORITY may reasonably require relating to:

12.6.3.1   compliance by the CONTRACTOR or by its Subcontractors with the CONTRACTOR's
           obligations to the AUTHORITY under this Agreement in connection with the
           processing of personal data; and/or

12.6.3.2   the rights of data subjects, including but not limited to subject access rights.

12.6.4     The CONTRACTOR shall assist the AUTHORITY at no additional charge in meeting
           any requests for information in relation to this Agreement which are made to
           the AUTHORITY in connection with the freedom of Information Act 2000
           or any statutory modification or re-enactment thereof, or any related guidelines
           or codes of practice. The AUTHORITY may, from time to time, serve on the
           CONTRACTOR an information notice requiring the CONTRACTOR within such time and
           in such form as is specified in the information notice, to furnish to the
           AUTHORITY such information as the AUTHORITY may reasonably require relating
           to such requests for information. The CONTRACTOR shall, and shall procure that
           all of its Subcontractors shall, forward to the AUTHORITY all Requests for
           Information which it (or they) receive as soon as practicable and in any event
           within two (2) working days of receipt.

12.6.5     Notwithstanding Clause 12.5, the CONTRACTOR acknowledges that in responding to
           requests for information described in Clause 12.6.4 the AUTHORITY shall be
           entitled to provide information relating to this Agreement.  The AUTHORITY
           shall not, in responding to such requests for information, disclose any
           Confidential Information relating to or comprised in this Agreement which is
           exempt as described within any provision of Part II of the Freedom of
           Information Act 2000. The CONTRACTOR is entitled to notify the AUTHORITY of
           any information relating to this Agreement which the CONTRACTOR believes may
           be exempt as described within any provisions of Part II of the Freedom of
           Information Act 2000. In doing so, the CONTRACTOR shall detail the precise
           information, the exemption and the period of protection which it believes is
           applicable. Notwithstanding any such notification or any markings or
           information relating to this Agreement, the AUTHORITY shall be entitled to
           release such information in responding to requests for information made under
           the Freedom of Information Act 2000.  The AUTHORITY shall use all reasonable
           endeavours to notify the CONTRACTOR prior to making any response to a request
           for information which includes information which the CONTRACTOR considers to
           be Confidential Information.

12.6.6    Section 123 of the Social Security Administration Act 1992 shall apply to this
          Agreement. It is an offence for a person to disclose any information obtained
          while carrying out administrative work where that information relates to a
          particular person. Both parties warrant that they will duly observe all their
          obligations under the Social Security Administration Act 1992 which arise in
          connection with this Agreement.

12.6.7    The CONTRACTOR shall ensure that all of its employees, agents, Subcontractors
          and representatives who are subject to the provisions of Section 123 of the
          Social Security Administration Act 1992 sign a declaration in the form
          annexed hereto as Appendix 1 acknowledging that they understand and have been
          informed about the application and effect of Section 123 of the Social Security
          Administration Act 1992. The CONTRACTOR shall provide a copy of each such
          signed declaration to the AUTHORITY upon demand.

12.7      Publicity

12.7.1    Except with the prior written consent of the AUTHORITY, the CONTRACTOR shall
          not make any press announcements or publicise this Agreement or the Services
          in any way.

12.7.2    The CONTRACTOR shall take all reasonable steps to ensure the observance of
          the provisions of Clause 12.7.1 by all its employees, agents and consultants
          and Subcontractors.

12.7.3    Notwithstanding anything in Clause 12.5 to the contrary, the AUTHORITY
          reserves the right to publicise this Agreement and the Services in any way,
          but in doing so shall use all reasonable endeavours not to disclose any
          commercial confidences of the CONTRACTOR except to the extent necessary to
          meet the international obligations of the Government or to comply with
          domestic law or Government policy, including but not limited to any
          Government policy on "Open Government" or access to Government information.

12.8      Insurance

          The CONTRACTOR shall to the extent reasonably possible insure or make provision
          for self-insurance against all losses and damages which are the result of its
          wilful act or omission or negligence in performing the Services hereunder,
          including employers liability, public liability, product liability, property
          damage, professional indemnity and (in respect of Registered Medical
          Practitioners employed by the CONTRACTOR) Registered Medical Practitioner's
          medical indemnity insurance. The CONTRACTOR will, if requested in writing by
          the AUTHORITY, produce to the AUTHORITY a certificate of insurance showing the
          applicable coverage currently in force, and will also give the AUTHORITY thirty
          (30) days' written notice before such insurance is altered or cancelled. The
          CONTRACTOR shall ensure that each Fee Paid Registered Medical Practitioner
          procures his or her own Registered Medical Practitioner's medical indemnity
          insurance. For the avoidance of doubt it is acknowledged that neither the
          CONTRACTOR nor any Subcontractor is obliged to insure or make provision for
          self-insurance in respect of Registered Medical Practitioner's medical
          indemnity pertaining to the fee Paid Registered Medical Practitioners.

12.9      Guarantee

          The CONTRACTOR shall procure that the GUARANTOR shall within five (5) days
          after the date hereof enter into and maintain a guarantee in the form set out
          in Schedule 27. Breach of this Clause shall constitute a Default not capable
          of remedy.

12.10     Rights of Third Parties

          Save for the rights granted to OGDs pursuant to Clause 1.1.7, this Agreement
          is not intended to be For the benefit of, and shall not be enforceable by, any
          person who is not named in this Agreement as a party to it or any person who
          claims rights under the Contracts (Rights of Third Parties) Act 1999 or
          otherwise and neither party can declare itself a trustee of the rights
          under it for the benefit of any third party.