EXHIBIT 10.42

                    EXPATRIATE BENEFIT ARRANGEMENTS

We have expatriate benefit arrangements with Mr. Haddleton, Ms. Strother and
another individual under which they are entitled to compensation for the
value of benefits they would have been entitled to had they not moved  from
the United Kingdom to the United States. Under these arrangements,
Mr. Haddleton and Ms. Strother receive payments equal to 10% of their total
cash compensation. The other individual receives payments equal to 10% of his
base salary.