<Page>
EXHIBIT 10.22
CONTRACT OF EMPLOYMENT
1. PARTIES
(1) APROPOS TECHNOLOGY LIMITED ("the Employer")
(2) DAVID ASHWORTH ("the Employee")
2. DATE OF EMPLOYMENT
The Employee's employment commenced on 19th November 2001.
The Employee's period of continuous employment for the purposes of the
Employment Rights Act 1996 commenced on 19th November 2001.
3. NATURE OF EMPLOYMENT
The Employee is employed as SENIOR VICE PRESIDENT, EMEA
The Employee shall carry out such duties as shall from time to time be
assigned to him/her by the Employer.
The Employee is not authorised to bind the Employer in any contract
for sale or provision of services by them.
The Employee will be expected, on a daily basis, to report to and
liaise with his/her Line Manager.
The Employee agrees that he will spend the whole of his time and
attention on the Employer's business and that during the term of
his/her employment with the Employer he/she will not engage in any
other employment, occupation, consulting or other business activity.
4. PROBATIONARY PERIOD
There will be an initial probationary period of 1 month during which
time (1) there shall be no right to holiday (2) the disciplinary
procedure will not apply and (3) either the Employer or the Employee
may terminate the Employee's employment on 1 week's notice. After the
probationary period either party may only terminate the contract by
giving written notice in accordance with Clause 5 below.
5. NOTICE OF TERMINATION
In order to terminate the employment under this contract, the Employee
is required to give to the Employer, and the Employer is required to
give to the Employee 6 month's written notice.
[After notice has been served by the Employer or the Employee the
Employer may:
(a) require the Employee to carry out no duties; or
(b) require the Employee to remain away from the office; or
<Page>
(c) require the Employee to carry out such duties as the Employer
may require Provided that such duties are of a standard
appropriate to the Employee's job description.
For the avoidance of doubt the Employee shall remain an employee of
the Employer during the notice period and will continue to be bound by
the terms of this contract.]
6. REMUNERATION
The Employee's gross remuneration will be L 140,000 per annum basic
(plus commission payments as outlined in the annual compensation plan
outlined separately) and shall be paid monthly in arrears net of tax
and national insurance and shall be deemed to accrue from day to day
based on a 5 day working week.
Salaries are normally paid by direct transfer to the Employee's bank
account on the twentieth day of the month except that, where such day
does not fall on a working day, payment will be made on the next
working day.
7. EXPENSES
The Employee shall be reimbursed all reasonable expenses properly
incurred in discharge of the Employee's duties in accordance with this
contract and subject to any other instructions or regulations issued
by the Employer from time to time. As a pre-condition of payment, the
Employee will be expected to produce vouchers, receipts, or other
evidence of the expenses in respect of which the Employee claims
reimbursement.
8. OTHER BENEFITS
In addition to the above remuneration the Employee shall be entitled
to:
(a) PRIVATE HEALTH COVER: The employee and immediate family
members (spouse, children etc) will be provided with private
health cover, currently provided through BUPA
(b) CAR ALLOWANCE: The employee will qualify for a car allowance
of L 9,600 per annum payable monthly along with salary. Mileage
is reimbursed according to cubic capacity of vehicle in
accordance with Inland Revenue recommendations.
-2-
<Page>
(c) GROUP PERSONAL PENSION SCHEME: the Employee shall be eligible
to join the Apropos Pension Scheme ("the Scheme") provided by
Standard Life, which provides the benefits associated with a
personal pension, but administered as a company scheme whilst the
employee remains employed by the company.
The company will contribute 5% of salary, car allowance and
bonus/commission, into a Group Personal pension Scheme. Your
contribution should you join, will be 3% of the same gross
figure, although you may pay an increased contribution if you so
desire.
Membership of this scheme is voluntary however the sum
contributed by the company will not be contributed to any other
scheme.
(d) LIFE ASSURANCE: The Employee will qualify for Life Assurance
at four times basic salary, normally commencing from the day of
joining, but subject to a suitable medical examination.
(e) PERMANENT HEALTH INSURANCE: The Employee will qualify for
Permanent Health Insurance at 75% of their combined base salary
plus car allowance plus on target bonus and commissions, less the
basic State Incapacity Benefit. Membership of this scheme will
normally be from the date of joining the company.
(f) STOCK OPTIONS: A recommendation will be made to the board of
Apropos Technology Inc to issue you with an initial incentive
stock option (ISO) of XXXX shares of Apropos Stock. The ISO has a
standard twelve-month probation period after which on the first
anniversary date you will vest he first twelve months and accrue
1/48 of the total option each month thereafter until the option
is fully vested at four years. This option has an exercise price
of $AAA per share. Upon exercise of any shares under the option
granted and described above, you must pay the exercise price for
each share exercised.
To the extent that any of the benefits are taxable the Employee will
be responsible for all those liabilities.
9. PLACE OF WORK
The Employee's primary place of work will be at Building B, Sefton
Park, Stoke Poges, Buckinghamshire.
In addition the Employee will be required to work at such other places
as the Employer may from time to time specify for the performance of
the Employee's duties.
If the Employer requires the Employee to change his/her residence the
Employer will reimburse such removal and other incidental expenses as
the Employer considers reasonable in the circumstances. In addition,
the Employee shall travel to such parts of the world as the Employer
may direct or authorise. If the Employer requires the Employee to work
outside the United Kingdom for a period of more than one month it will
provide him with written details of any terms and conditions which may
apply to that work and his/her return to the United Kingdom.
-3-
<Page>
10. HOURS OF WORK
The normal working hours of the Employee will be from 9.00 a.m. to
5.30 p.m. on Mondays to Fridays. The Employee will be entitled to an
hour's lunch break during each working day.
In addition the Employee shall be required to work at such other times
as the Employer may reasonably require to meet the needs of the
business. The Employee will not receive additional payment for such
further work.
11. HOLIDAYS
(a) ANNUAL HOLIDAYS
The Employee's annual paid holiday entitlement is 23 working days
in each complete year of employment. Holiday entitlement will
accrue pro-rata to each completed month of employment.
The Employee is required to submit a holiday request form to
his/her Line Manager for approval for all periods of leave.
The holiday year runs from January 1st to December 31st.
It is not permitted to carry forward holiday entitlement from one
holiday year to the next nor will payments in lieu be made in
respect of holiday not taken in the relevant holiday year.
The Employee must ensure that there is no unnecessary overlapping
with the holidays of other staff who would be responsible for the
Employee's duties whilst he/she is on holiday.
Holiday pay on termination of employment will be calculated by
establishing the number of days holiday accrued in the holiday
year up to the date of termination and subtracting from this the
number of days taken during the current holiday year. The number
of days remaining, if any, will be paid.
(b) BANK HOLIDAYS AND PUBLIC HOLIDAYS
In addition to annual holidays the Employee shall be entitled to
paid holidays on all statutory and public holidays together with
any additional holidays awarded by the Employer.
12. SICKNESS OR INJURY
Absence due to sickness or injury must be notified to the Employee's
Line Manager, or to the Managing Director if the Line Manager is not
available, before 10.00 a.m. on the first day of sickness together
with an estimate of the period of absence envisaged. Any change in the
estimated period of absence must be notified as soon as possible.
-4-
<Page>
If the absence continues for more than 5 continuous working days a
certificate from the Employee's doctor should be submitted explaining
the nature of the sickness or injury.
During all periods of absence due to sickness or injury the Employee
should keep the Employer informed as to his/her likely date of return.
A Form SC2 (Self-Certification of Sickness) is required in all cases
of uncertified sickness.
The Employee shall be entitled to statutory sick pay in accordance
with the Social Security and Housing Benefits Act 1982 (as amended),
and any other payment will be at the discretion of the Employer.
If the Employee is absent for more than 12 weeks in any 12-month
period due to sickness or injury then the Employer is entitled to
terminate the employment.
13. MATERNITY LEAVE/MATERNITY PAY
Employees with the requisite period of service will, if pregnant, be
entitled to statutory maternity pay and statutory maternity leave.
Full details of the relevant regulations and entitlements may be
obtained on request from Managing Director.
14. RETIREMENT
The Employee's employment shall, unless alternative arrangements are
made in writing, terminate automatically upon the Employee reaching
the age of 60. This may be extended by written consent of the
Employer. The exact day on which the Employee is expected to leave
should, however, be agreed at least one month in advance with the
Employer.
15. HEALTH AND SAFETY
The Employee is bound to comply with the duties imposed by the Health
and Safety at Work Act 1974 or any substitution thereof or amendment
or alteration thereto ("the Act") and the Health and Safety
Regulations made or to be made under the Act and in particular with
the duties set out under section 7 of the Act which require an
employee to:
(a) take reasonable care for the health and safety of him or
herself and of others who may be affected by his/her acts or
omissions at work;
(b) as regards any duty imposed on the Employer or any other
person, co-operate with the Employer so far as is necessary to
enable that duty to be performed or complied with.
16. GRIEVANCE PROCEDURE
If the Employee has any grievance relating to his/her employment
he/she should raise it in the first instance within 7 days either
orally or in writing with his/her Line Manager. If the grievance is
not satisfactorily resolved in this way then the Employee has a
further 7 days in which to raise the matter in writing with the
Managing Director. The Managing
-5-
<Page>
Director then has 7 days from receipt to make a decision and
communicate that decision in writing to the Employee. The decision of
the Managing Director shall be final.
17. DISCIPLINARY PROCEDURE
The Employer accepts that it is in the interests of good relations
with its staff to ensure that there is a fair and proper disciplinary
procedure.
Any Employee who departs from normally expected standards or who
violates the Employer's rules will be liable to disciplinary action.
(a) In the following circumstances, which are intended by way of
example only and not by way of a complete list, the Employee will
be dismissed summarily by written notice to operate from the date
of such notice and the Employee will not be entitled to any
further payment under his/her terms of employment except such sum
as has accrued and is due at the date of termination:
(i) refusing to carry out any proper direction given in the
course of the employment
(ii) improperly divulging to any third party any information
regarding the Employer, its employees or any person with
whom the Employer deals
(iii) committing any act or divulging any information which is
contrary to or damages the interests or objectives of the
Employer
(iv) committing any criminal offence which in the opinion of the
Employer makes the Employee unsuitable for the type of work
that the Employee is employed to do or may reasonably be
expected to do or which makes him/her unacceptable to other
employees
(v) dishonest conduct
(vi) violent, obscene or abusive behaviour towards other
employees or officers of the Employer
(vii) serious or wilful breach of the Employee's duties.
(b) With the exception of acts of the nature referred to in (a)
above, the following disciplinary procedure will be adopted. The
stages will normally be implemented in order but action may start
at any stage in the event of serious misconduct or an aspect of
poor performance that creates a risk to other employees.
(i) On the first occasion that an Employee fails to reach the
standards required, the Employee will receive a formal
verbal warning.
(ii) If the required improvement is not made, or if the first
offence is considered too serious for a formal verbal
warning, the Employee will receive a formal written
warning.
-6-
<Page>
(iii) Continued failure to achieve the required improvement, or
further transgressions, will result in a final written
warning being issued.
(iv) Failure to comply with the conditions of a final written
warning will result in dismissal after the requisite period
of notice or payment of salary in lieu thereof.
The following, which are intended by way of example only and not
by way of a complete list, are examples of conduct warranting
disciplinary action:
(i) poor timekeeping
(ii) poor attendance
(iii) inadequate or incompetent performance of the Employee's job
(iv) failure to comply with the Employer's established
procedures, as notified from time to time
(v) attending the Employer's premises or engaging in the
Employer's business whilst under the influence of alcohol
or unlawful drugs
(vi) rudeness or discourtesy to people with whom the Employer
deals or to other employees.
(c) The Employer reserves the right to suspend the Employee on
full pay pending investigation where the Employer has reasonable
grounds to believe that the Employee's continued employment might
be prejudicial to the Employer's business or other employees.
(d) The Employer reserves the right to exclude the Employee from
the premises during his/her period of notice and shall be under
no obligation to provide any work for the Employee or to assign
him/her any duties.
(e) If the Employee has outside interests which in the opinion of
the Employer conflict with its interests, the Employee may be
asked to leave the service of the Employer.
(f) The Employer reserves the right to suspend the Employee
without pay as a disciplinary measure.
(g) The Employee may appeal in accordance with the provisions of
the grievance procedure set out in Clause 16 above against any
disciplinary action taken.
18. SEXUAL HARASSMENT
Apropos Technology considers that sexual harassment in the workplace
is unacceptable and will treat all complaints seriously.
An Employee who feels that he/she has been subjected to sexual
harassment should raise the matter with his/her Line Manager under the
terms of the grievance procedure set out in
-7-
<Page>
Clause 16 above.
An Employee who is found to be the perpetrator of harassment will be
liable to disciplinary action under the terms of the disciplinary
procedure set out in Clause 17 above. The Employer may exercise its
discretion as to the disciplinary measures which will be taken,
depending on the nature of the conduct.
19. CONFIDENTIAL INFORMATION
The Employee agrees and undertakes not to discuss, divulge, or make
use of, either directly or indirectly, otherwise than in the proper
performance of his/her duties hereunder, any information relating to
the business of the Employer. This obligation shall continue after the
termination of the Employee's employment. The Employee accepts that a
breach of this undertaking may result in the termination of the
Employee's employment or the institution of legal proceedings if at
the date of the breach the employment has already been terminated.
20. DUTIES UPON TERMINATION
Upon the termination of the Employee's employment the Employee will
return to the Employer all documents, computer software and other
property belonging to the Employer, without making or retaining copies
thereof.
SIGNED by Jeffrey Cordes
for and on behalf of the Employer
/s/ Jeffrey Cordes
Date: February 4, 2003
SIGNED by David Ashworth (the Employee)
/s/ David Ashworth
Date: February 4, 2003
-8-