TIGER TELEMATICS INC
DURLACHER LETTER AGREEMENT DATED OCTOBER 24, 2004
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>tiger8k110504ex102.txt
<DESCRIPTION>DURLACHER LETTER AGREEMENT DATED OCTOBER 24, 2004
<TEXT>


DURLACHER                       Durlacher Limited     Tel 020 7459 3600
                                Moorgate Hall         Fax 020 7459 3609
                                155 Moorgate          Email infor@durlacher.com
                                London EC2M 6XB       Web www.durlacher.com


PRIVATE & CONFIDENTIAL
----------------------

The Directors
Tiger Telematics, Inc ("Tiger")
Suite 600
10210 Centurion Parkway North
Jacksonville
FL 32216
USA



                                                                 25 October 2004


 For the attention of Mike Carrender (Chairman and Chief Executive Officer) and
 ------------------------------------------------------------------------------
       Carl Freer (Managing Director, Gizmondo Europe Limited)("Gizmondo")
       -------------------------------------------------------------------



Dear Sirs,

   Tiger Telematics, Inc (the "Company", to include any holding company of the
company, subsidiary, associated company, affiliate company or successor entity)

   Potential acquisition of certain subsidiaries or assets and liabilities of
          Warthog plc ("Warthog" or the "Vendor") (the "Transaction")

This letter sets out the terms of engagement of Durlacher Ltd  ("Durlacher")  by
the Company to act for it as its exclusive  financial adviser in relation to the
Transaction  (the  "Engagement").  It is  understood  that the  Transaction  may
include  some or all of the  businesses,  subsidiaries,  assets and  liabilities
currently owned by Warthog plc and that the  consideration is likely to comprise
a combination  of Tiger shares and a smaller  element of cash. For the avoidance
of doubt,  the terms of the  Engagement  represent an agreed basis for an assets
and  liabilities  transaction  only and assume the completion of the transaction
within 30 days. In the event that the  transaction  were to become a UK offer or
reverse takeover  governed by the City Code on Takeovers and Mergers,  Durlacher
would  need to  propose  and  agree an  alternative  fee  structure,  likely  to
encompass a higher monthly retainer  (reflecting a greater  complexity of issues
to contend with), documentation fee and a success fee.

Durlacher's  Standard  Terms and  Conditions  and  Indemnity  are  contained  in
Schedules 3 and 4 respectively of this letter and are deemed to form an integral
part of the Engagement.

Durlacher  has provided and will  provide  formal  advice to the Company and its
Board of Directors in relation to the  Transaction  as  specifically  set out in
Schedule 1 to this letter.  In  consideration  of the services to be rendered by
Durlacher, the Company shall pay or procure payment to Durlacher of the sums set
out in Schedule 2 to this letter, plus VAT if applicable, at the times stated in
Schedule  2.  Durlacher  will  deliver to the  Company  proper VAT  invoices  as
applicable prior to the time payment is due.


<PAGE>

DURLACHER


Durlacher's obligation in relation to the Engagement is to advise the Company as
we see fit, in what we perceive to be the Company's best interests, in the light
of  circumstances  prevailing at the time at which such advice is given. For the
avoidance of doubt,  Durlacher shall not be responsible for providing any advice
in  relation  to the  Company's  obligations  to the SEC,  NASDAQ  or any  other
responsibilities under US law or any other US regulatory body.

Durlacher  is a  financial  institution  which is a member of the  London  Stock
Exchange  Plc  and  regulated  by the  FSA  pursuant  to the  provisions  of the
Financial Services and Markets Act 2000.

This Engagement shall be deemed to have commenced on 12 October 2004.

The schedules  hereto are deemed to be incorporated in this letter.  Please sign
and return the attached  copy of this letter to indicate  your  agreement to its
terms.

Yours faithfully,


...........................                    ...........................
For and on behalf of                           For and on behalf of
Durlacher Limited                              Durlacher Limited
Duly authorised                                Duly authorised

Date: .....................                    Date: .....................




We confirm  our  agreement  to the  contents  of this  letter and the  Schedules
hereto.

Executed  as a Deed  by  Tiger  Telematics,  Inc
Acting by two of its directors
Duly authorised




...........................                    ...........................
Director                                       Director








                                                                               2
<PAGE>

DURLACHER

                                   SCHEDULE 1
                                   ----------

                   Description of the services to be provided
                           by Durlacher to the Company

1      Providing   preliminary   advice  to  the  Company  in  relation  to  the
       Transaction,  including in respect of possible structures to facilitate a
       transaction (including alternatives to Transaction as currently proposed)
       and possible shareholder reaction.

2      Providing  on-going  advice to the Company in relation to the Transaction
       as required by the Company, the London Stock Exchange and, if applicable,
       the Panel on Takeovers and Mergers,  including  advice on compliance with
       the AIM Rules (and any other  requirements  of the London Stock Exchange)
       and, if applicable, initial advice only on the City Code on Takeovers and
       Mergers. To the extent necessary and appropriate,  Durlacher shall advise
       and  liaise  with  the AIM  Team of the  London  Stock  Exchange  and the
       Takeover Panel on behalf of the Company in relation to the Transaction.

3      Participation  in  negotiations  with the  vendor  and its  advisers  and
       provision of advice on tactics for completing a transaction

4      Project  management  and  assistance in  co-ordinating  other advisers in
       reviewing due  diligence on  commercial,  technical,  legal and financial
       matters

5      Review of and  provision  of comments on the draft heads of terms and the
       sale and purchase agreement, in conjunction with your legal advisers

6      Assistance to you, in conjunction with your other advisers, on UK aspects
       with respect to the  preparation of any  documents,  shareholder or press
       announcements  issued by or on behalf of Tiger  Telematics,  Inc, and /or
       Gizmondo Europe Limited in connection with the proposed transaction

7      Advice, to the extent necessary, on the appropriate timetable and process
       for the transaction from a UK perspective

8      Provision of advice in relation to the response to any  competing  offers
       that may be made by another party for the target  assets and  operations,
       including possible offers for the equity of the Vendor itself

9      Consideration,  together with your PR and other advisers,  of prospective
       questions and answers ("Q&A") in relation to the Transaction

10     Undertaking such other tasks, on a reasonable endeavours basis, as may be
       agreed between Tiger Telematics or Gizomondo Europe Limited and Durlacher
       that are necessary to achieve a successful outcome to the transaction.


                                                                               3
<PAGE>

DURLACHER


                                   SCHEDULE 2
                                   ----------

                         Fees, Commissions and Expenses

1      For the services  described in Schedule 1, a  non-refundable  retainer of
       25,000 GBP (plus VAT if  applicable)  will be payable  by the  Company to
       Durlacher upon signing of this Engagement.

2      In the event of successful  completion of the Transaction,  a success fee
       of 50,000 GBP (plus VAT if applicable)  will be payable by the Company to
       Durlacher.  Successful  completion of the Transaction  shall be deemed to
       have  occurred  upon the signing of the sale and  purchase  agreement  in
       respect of the  Transaction.  For the  avoidance of doubt,  the timing of
       payment  for this fee shall not be  contingent  upon the  release  of any
       funds  or  securities  held  in  escrow  to  satisfy  part  or all of the
       consideration to be paid in the Transaction, nor shall it be dependent in
       any way upon  any  other  conditionality  contained  within  the sale and
       purchase agreement.

       For the  purpose  of this  Engagement,  the  Transaction  shall  mean any
       agreement or series or  combination  of agreements  whereby,  directly or
       indirectly,  a  material  interest  in  some  or all  of the  businesses,
       subsidiaries,  assets or liabilities of Warthog plc is transferred to the
       Company  for  consideration,  including,  without  limitation,  a sale or
       exchange of capital stock or assets,  a lease of assets with or without a
       purchase option, a merger or consolidation, a tender or exchange offer, a
       leveraged buy-out, the formation of a joint venture,  minority investment
       or partnership.

3      All out of pocket  expenses  incurred  by  Durlacher,  at its  reasonable
       discretion,  payable as notified to the  Company.  For the  avoidance  of
       doubt such  expenses  may include  costs of legal  advice,  provision  of
       conference call facilities, travel and subsistence.


                                                                               4
<PAGE>


DURLACHER

                                   SCHEDULE 3
                                   ----------

1.     Application
       -----------

       These are the  standard  terms and  conditions,  on and subject to which,
       Durlacher will provide any services to the Company.  These standard terms
       and  conditions  remain in full  force and  effect  unless  and until the
       relationship   between   Durlacher  and  the  Company  is  terminated  in
       accordance  with  paragraph  13. Where there is any conflict  between the
       express terms of any letter of engagement  from  Durlacher to the Company
       (an  "Engagement  Letter") and these terms and  conditions,  the existing
       Engagement Letter will prevail.

2.     Durlacher Advice
       ----------------

       The Company  agrees that any advice  rendered  by  Durlacher  is provided
       solely for the purposes of any relevant  engagement between Durlacher and
       the Company and for the  Company's  benefit and may not be used or relied
       on for any other purpose  without the prior written consent of Durlacher.
       No  reference  to  Durlacher  or to  its  advice  is to be  made  in  any
       publication  made by the Company or any holding company of the Company or
       by any subsidiary or associated company of such holding company (together
       "the Group") or on their  behalf,  without the prior consent of Durlacher
       unless required by any legal or regulatory obligation.

3.     Fees, Commissions and Expenses
       ------------------------------

       Any fees,  commissions or expenses payable as described in Schedule 2 may
       be invoiced by  Durlacher  Limited,  Durlacher  Corporation  plc or other
       companies  owned by Durlacher  Corporation  plc, as  appropriate.  To the
       extent that  Durlacher  incurs  charges on the  Company's  behalf such as
       London  Stock  Exchange  or  Takeover  Panel fees or charges  for issuing
       announcements  via a  primary  information  provider,  such  fees will be
       recharged to the Company.

4.     Indemnity
       ---------

       The  indemnity  contained  in  Schedule  4 is  deemed  to be part of this
       letter.  By executing the  counterpart of this letter the Company accepts
       such  terms  and  conditions  and  agrees  to be bound  by the  indemnity
       contained in Schedule 4.

5.     Provision of Information
       ------------------------

       The Company  agrees that it will provide all  information  concerning the
       business and affairs of the Group which is relevant to Durlacher  for the
       provision  of the  services  pursuant  to any  Engagement  Letter  and to
       provide all such other  information as Durlacher may reasonably  request.
       The Company undertakes that all information so provided shall be true and
       accurate in all material respects,  will not be misleading,  and will not
       contain any material  omissions.  The Company  agrees with Durlacher that
       Durlacher  will  not be  responsible  for the  verification  of any  such
       information  and shall accept no  responsibility  for its  accuracy.  The
       Company  undertakes that every statement of opinion or intention  therein
       will be honestly held and fairly based and that if anything occurs within
       a reasonable time thereafter to render any such


                                                                               5
<PAGE>

DURLACHER




       statement untrue, unfair or misleading, it will promptly notify Durlacher
       and take all steps as Durlacher may require to correct such statement.

6.     Approval of Documents
       ---------------------

       The Company agrees that it will not, and it will procure, in so far as it
       is  legally  able,  that  none  of its  officers,  directors,  employees,
       representatives  and  agents  from  time to time,  subsidiaries,  holding
       company (if any) and each of the subsidiaries of such holding company and
       each of their respective officers, directors, employees,  representatives
       and agents from time to time (all  together  called  "Associates")  will,
       publish or permit or procure the  publication of any document,  statement
       or  communication  in  connection  with or relating to Durlacher  for the
       provision of the services  pursuant to these terms and conditions  and/or
       any Engagement  Letter without the prior consent of Durlacher.  Durlacher
       shall not be responsible for ensuring the truth,  accuracy,  completeness
       or fairness of any statement or  publication  made by or on behalf of the
       Company or any of its advisers in connection or relating to Durlacher for
       the  provision  of the  services  pursuant to these terms and  conditions
       and/or any Engagement Letter , this being the sole  responsibility of the
       Company  and  its   Directors.   The  Company   will  ensure  that  every
       announcement,  public  statement  or document  made or  published  by the
       Company or any Associate or on its or their behalf  relating to Durlacher
       for the provision of the services  pursuant to these terms and conditions
       and/or any  Engagement  Letter will comply with all  applicable  laws and
       regulations.   If  for  any  reason  any  such  document,   statement  or
       communication  is published or made without the consent of Durlacher  the
       Company  acknowledges  that  Durlacher  shall be  entitled to publish any
       documents, statements or communications as it thinks fit in the interests
       of Durlacher.

7.     Powers of Durlacher
       -------------------

       The  Engagement   confers  on  Durlacher  all  powers,   authorities  and
       discretions on the Company's  behalf which are necessary for,  reasonably
       incidental  to, or  customary  in the  provision  of, the  services to be
       provided pursuant to that engagement. The Company hereby agrees to ratify
       and confirm everything,  which Durlacher shall lawfully and reasonably do
       in the exercise of such powers, authorities and discretion.

8.     Material Interests
       ------------------

       So far as Durlacher's own activities are concerned,  potential  conflicts
       may on occasion  arise  between its duties to the Company and to other of
       its clients and between its duties to the Company and its own  interests.
       Durlacher  has  established,  as  permitted  under  the Rules of the FSA,
       "Chinese Wall" procedures  designed to ensure that in providing corporate
       finance services to any particular  client, the individuals are insulated
       from information known to individuals working in other divisions.

       The Company  accepts that Durlacher  may, on occasion,  have interests or
       duties which  conflict with the Company's  interests and would  otherwise
       conflict with the duties owed by Durlacher to the Company. Durlacher will
       be  obliged  to  disregard  any such  interest  when it is acting for the
       Company.


                                                                               6
<PAGE>

DURLACHER


       The Company also accepts  that, in acting for it,  Durlacher  will not be
       required  to  disclose  to it,  nor to make use for its  benefit  of, any
       information known to Durlacher which (i) belongs to or is confidential to
       another client of Durlacher or (ii) belongs to or is  confidential to any
       of its holding  company,  subsidiary or fellow  subsidiary or (iii) which
       belongs to or is confidential to Durlacher and relates to some other part
       of its business than the provision of corporate finance services.

9.     Confidentiality
       ---------------

       Each of Durlacher  and the Company  undertakes to keep  confidential  any
       confidential information concerning the business,  affairs,  directors or
       employees  of the  other  which  comes  into its  possession  during  any
       engagement  and not to use any such  information  for any purposes  other
       than that for which it was provided. The Company acknowledges and accepts
       that Durlacher (or a Durlacher  Associate,  as defined in Schedule 4) may
       be required or that it may be,  having  regards to the  circumstances  be
       reasonably  advisable for Durlacher or a Durlacher  Associate to disclose
       information  and  deliver  documentation   relating  to  the  Company  to
       governmental  or  regulatory   agencies  and  authorities  and  expressly
       authorises  any such  disclosure  and  delivery.  All  correspondence  or
       documentation  written by or contributed to by Durlacher or any Durlacher
       Associate  in  relation to any  engagement  and in the custody or control
       shall remain the sole property of Durlacher.

       The Company  acknowledges and accepts that Durlacher may be prohibited or
       that it may be inappropriate for Durlacher to disclose information to the
       Company  by  reason of law or  duties  of  confidentiality  owed to other
       persons.

       The Company  agrees that  Durlacher  may,  with the prior  consent of the
       Company  and if  appropriate  and on a  confidential  basis,  provide any
       Durlacher  Associate,  which could assist in the provision of services by
       Durlacher  pursuant to these terms and  conditions  and/or any Engagement
       Letter, with relevant information about the Group or that engagement.

10.    Company's Money
       ---------------

       Funds belonging to the Company which come under the custody or control of
       Durlacher or any Durlacher Associate during the provision of its services
       hereunder shall be treated as client money for the purposes of the Client
       Money Rules  contained  in the FSA  Handbook - Conduct of Business  Rules
       where those Regulations  require Durlacher or the Durlacher  Associate to
       do so.

11.    Legal and Regulatory Requirements
       ---------------------------------

       The Company  confirms and undertakes that it has all necessary powers and
       has obtained all necessary authorisations, consents and approvals validly
       and lawfully to enter into any relevant  Engagement  Letter,  these terms
       and conditions and the indemnity comprised in Schedule 4.

       The Company undertakes that (save as expressly  disclosed to Durlacher in
       writing)  it has and  undertakes  that it shall  maintain  all  necessary
       consents  and  authorisations  for  Durlacher  to carry out any  relevant
       engagement. The Company agrees that it will comply and will, in so far



                                                                               7
<PAGE>

DURLACHER




       as it is legally able,  procure that all its Associates  will comply,  in
       all material  respects,  with all relevant  laws and  regulations  in any
       relevant  jurisdiction  including,  in relation to the United Kingdom all
       relevant  provisions of the Companies  Acts,  the Financial  Services and
       Markets Act 2000, The Public Offers of Securities  Regulations  1995, the
       Criminal  Justice Act 1993,  the City Code on Takeovers and Mergers,  the
       Substantial Acquisition Rules, the instructions of the Panel on Takeovers
       and Mergers and the Rules and  Regulations of the London Stock  Exchange,
       Alternative  Investment Market and Ofex (as applicable).  In carrying out
       its  obligations  to  the  Company  pursuant  to the  Engagement  Letter,
       Durlacher is also subject to (as well as the range of applicable  laws) a
       number  of rules  and  regulations  and the  requirements  of a number of
       regulators.  The Company  agrees that the duties of  Durlacher to it will
       not restrict  the freedom of Durlacher to take all steps which  Durlacher
       considers to be reasonably  necessary to comply with the laws,  rules and
       regulations applicable to Durlacher.

       The Company  undertakes to obtain  appropriate  advice  (including  legal
       advice) in respect of all laws and regulations which may be applicable to
       it in the UK or any other  jurisdiction in connection with any engagement
       and to  communicate  such advice to Durlacher if it is or may be relevant
       to the carrying out by Durlacher of its services to the Company.

12.    Transactions in Investments
       ---------------------------

       Any  transactions  and/or  investments  undertaken by Durlacher for or on
       behalf of the Company will be undertaken  subject to the Rules of the FSA
       and the rules and customs of the  exchange or market  and/or any clearing
       house on or through which such  transactions  are undertaken,  settled or
       executed.

       The  Company  will  consult  and notify  Durlacher  (through  Durlacher's
       corporate  finance  department)  before  any  dealings  take place in its
       securities  or those of any  company in relation  to which  Durlacher  is
       advising the Company, by the Company or any of its directors or employees
       (and connected persons within the meaning of paragraph 11 of the appendix
       to Chapter 16 of the Listing  Rules of the London  Stock  Exchange),  and
       such  dealings   should  usually  be  dealt  through   Durlacher   unless
       specifically agreed otherwise.

13.    Termination
       -----------

       Either  Durlacher or the Company may terminate the engagement  covered by
       this  agreement by giving one month's  written notice to the other party.
       The Company shall be liable to pay all fees covered in Schedule 2 of this
       letter  up to and  including  the date on which any  notice to  terminate
       takes  effect (on a pro rata basis if  applicable).  Termination  will be
       effective  upon receipt of such notice.  Termination  will not affect any
       accrued legal rights or  obligations  which may have already  accrued nor
       will it affect  the  provisions  of this  Schedule  3 of this  Engagement
       Letter, paragraph 9 of this letter or the indemnity contained in Schedule
       4 which  will  remain in full  force and  effect.  In the event  that the
       Company, its board of directors,  shareholders and/or creditors files any
       petition or  commences  proceedings  relating to the  liquidation  and/or
       purported  or  actual  insolvency  of the  Company  or other  like  event
       regarding the financial  standing of the Company,  Durlacher may chose to
       terminate  immediately  its  engagement  hereunder and any  obligation or
       liability  hereunder shall cease. In such event the Company hereby agrees
       that Durlacher shall be entitled to advise any party in whatever manner


                                                                               8
<PAGE>


DURLACHER




       it so chooses in respect  of any matter  relating  to the  Company or its
       assets and shall not be in any breach of  confidentiality  and shall have
       no conflict of interest arising hereunder.


14.    Use of Sub-Agents
       -----------------

       Durlacher  may,  with  the  prior  written  consent  of the  Company,  in
       providing  services  to the  Company  hereunder  employ  such  sub-agents
       (including any Durlacher or Durlacher  Corporation  plc  subsidiaries  or
       Associates as defined in Schedule 3) as it may  reasonably  determine and
       on such  terms and on such  conditions  as it may  reasonably  determine,
       having,  prior to the  agreement  of the same,  consulted  the Company in
       relation  thereto and the fees and expenses of any such sub-agent  shall,
       provided  they have been agreed in writing by the Company or are equal to
       or less than an estimate  previously  approved by the Company, be paid or
       reimbursed by the Company pursuant to paragraph 3 above.

15.    Force Majeure
       -------------

       In the event of any failure,  interruption or delay in the performance of
       the  obligations of Durlacher  hereunder  resulting from acts,  events or
       circumstances not reasonably in its control,  including,  but not limited
       to,  industrial  disputes,  acts  or  regulations  of any  government  or
       supranational  bodies or  authorities,  Durlacher  shall not be liable or
       have any  responsibility  of any kind for any loss or damage  incurred or
       suffered by the Company or any Associate as a result thereof.

16.    Recording of Telephone Conversations
       ------------------------------------

       Durlacher may use voice recording procedures when receiving  instructions
       or  orders  or when  giving  advice.  Such  recordings  will be the  sole
       property of Durlacher and will be kept confidential  other than to assist
       in the resolution of any relevant dispute, or as required by law or other
       regulatory  authority;  in either case, where reasonable,  Durlacher will
       endeavour to give prior notice of such disclosure to the Company.

17.    City Directories
       ----------------

       Unless  advised to the  contrary  Durlacher  may nominate the Company for
       inclusion  as a client of  Durlacher  in the  Crawford  Directory of City
       Connections  and the Hambro Company Guide,  (or other such similar online
       or  off-line  publications)  and when,  or if,  requested  by Crawford or
       Hambro (or such other  party) so to do, the Company  agrees to consent to
       its inclusion therein.

18.    Amendments
       ----------

       These terms and conditions are subject to change at any time by Durlacher
       sending to the Company a written notice describing the relevant change(s)
       and such  change(s)  will become  effective on the date  specified in the
       notice,  which will be on or after the date on which the notice is deemed
       to be  received  by the  Company.  No such  change  will affect any legal
       rights  or  obligations  which  may have  previously  accrued  to or been
       incurred by Durlacher or the


                                                                               9
<PAGE>

DURLACHER



       Company.  The  Company  is  free to  terminate  these  arrangements  with
       immediate effect if it does not accept the revised terms and conditions.

19.    Notices
       -------

       Any written notice to be given  hereunder may be delivered in person,  by
       letter (sent by first class post) or be sent by facsimile transmission to
       the registered  office of Durlacher,  in the case of notices to Durlacher
       and to the address last  notified by the Company to Durlacher in the case
       of notices to the Company.  All such notices shall be deemed to have been
       received  at the  times  when  in the  ordinary  course  they  have  been
       received.

20.    Illegality
       ----------

       If any part of these terms and  conditions or its schedules  shall become
       or  be  declared  illegal,   invalid  or  unenforceable  for  any  reason
       whatsoever, such part shall be deemed to be deleted, provided always that
       if any such deletion substantially affects or alters the commercial basis
       of these terms and conditions,  the parties shall negotiate in good faith
       to  amend  and  modify  them  as may be  necessary  or  desirable  in the
       circumstances.

21.    Entire Agreement
       ----------------

       The  relevant  Engagement  Letter and the  Schedules  thereto set out the
       entire agreement and  understanding  between the Company and Durlacher in
       connection with such engagement.

22.    Status of the Company
       ---------------------

       The  Company is an ongoing  Business  Investor as defined by the Rules of
       the FSA.

23.    Governing Law
       -------------

       Any Engagement  Letter and these terms and  conditions  shall be governed
       and  construed  in  accordance  with  English law and the Company  hereby
       submits to the non-exclusive jurisdiction of the English courts.

24.    Right of First Refusal
       ----------------------

       Durlacher  shall have the right of first refusal,  on terms to be agreed,
       to advise on and manage any UK fundraisings or other UK corporate finance
       transactions  during the  currency of the  Engagement  or for a period of
       twelve months after completion of the Engagement.

25.    General
       -------

       This letter does not affect any other  agreement with  Durlacher  entered
       into with the Company in respect of any other transaction or matter. This
       letter does not oblige Durlacher to sell, acquire,  place,  underwrite or
       sub-underwrite any investments, or to lend monies, unless and until it is
       expressly agreed otherwise in writing.


                                                                              10
<PAGE>

DURLACHER


                                   SCHEDULE 4
                                   ----------
                                    Indemnity


In consideration of any services to be provided by Durlacher to the Company, the
Company hereby irrevocably agrees with Durlacher: -

1.1     that no claim shall be made against Durlacher, Durlacher Corporation plc
        or any  Durlacher  Associate or subsidiary to recover any loss or damage
        which the  Company or any other  member of the Group may suffer or incur
        by reason of the carrying out by Durlacher of its obligations  under any
        Engagement  Letter or Durlacher's  standard terms and  conditions,  save
        where such loss or damage does not arise from the  negligence  or wilful
        default of Durlacher, or the Durlacher Associate concerned, or breach by
        Durlacher of its express  obligations under any Engagement Letter or its
        standard  terms and  conditions,  or a  contravention  by  Durlacher  or
        Durlacher  Corporation plc or a Durlacher Associate or subsidiary of the
        Rules of the FSA;

1.2     for itself, and on the basis that it shall enjoy absolute  discretion as
        to the  enforcement  of any  claim  under  this  paragraph,  as agent or
        trustee  on behalf of and for the  benefit  of each and every  Durlacher
        Associate keep indemnified Durlacher or Durlacher Corporation plc or any
        Durlacher  Associate or subsidiary  against all or any losses,  charges,
        expenses,   claims,   actions,   liabilities,   demands  or  proceedings
        whatsoever  brought or  established  against  Durlacher or any Durlacher
        Associate  and  against all losses,  costs,  charges,  expenses or taxes
        which  Durlacher  or  any  Durlacher   Associate  may  suffer  or  incur
        (including  but not  limited  to all  such  losses,  costs,  charges  or
        expenses suffered or incurred in disputing any claim, action, liability,
        demand or  proceedings as aforesaid or in  establishing  its right to be
        indemnified  pursuant to this  paragraph  and/or in seeking advice as to
        any claim, action, liability, demand or proceedings aforesaid) and which
        in  any  such  case,   directly  or  indirectly,   results  from  or  is
        attributable to:

        (a)    any publications,  statement, document or communication issued by
               or on the  instruction  of the  Company not  containing  or being
               alleged  not to contain  all  information  required  to be stated
               therein or being alleged to be  defamatory,  untrue,  inaccurate,
               incomplete or misleading  or as having been made  negligently  or
               otherwise  without  the  required  standard  of skill and care or
               reasonableness; or

        (b)    the  provision  by  Durlacher  or  any  sub-agent   appointed  by
               Durlacher pursuant to any relevant  Engagement Letter of services
               to the Company or any member of the Group in connection with that
               engagement  or  otherwise  arising by reason of or in  connection
               with such engagement;

        (c)    any breach by the Company of any of its  obligations or the terms
               and  conditions  under any  Engagement  Letter with  Durlacher or
               Durlacher's standard terms and conditions; or


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DURLACHER



        (d)    any failure or alleged  failure by the Company to comply with any
               legal,  statutory or regulatory requirement whether of the United
               Kingdom or elsewhere,


        and which does not in any such case arise from the  negligence or wilful
        default  of  Durlacher,  Durlacher  Corporation  plc  or  the  Durlacher
        Associate or subsidiary  concerned or breach by Durlacher of its express
        obligations  under any  Engagement  Letter or their  standard  terms and
        conditions or a contravention by Durlacher, Durlacher Corporation plc or
        a Durlacher Associate or subsidiary of the Rules of the FSA;

1.3     that all sums payable to  Durlacher,  Durlacher  Corporation  plc or any
        Durlacher  Associate or subsidiary  under any Engagement  Letter or this
        schedule shall be paid free and clear of all deductions or  withholdings
        unless the deduction or  withholding  is required by law, in which event
        the  Company  shall pay such  additional  amount as shall be required to
        ensure  that the net amount  received  by  Durlacher  or that  Durlacher
        Associate  will equal the full amount which would have been  received by
        it had no such deduction or withholding been made;

1.4     that if the United Kingdom Inland Revenue or any other taxing  authority
        brings into any charge to taxation (or into any computation of income of
        profits  or gain for the  purposes  of any charge to  taxation)  any sum
        payable to Durlacher or any Durlacher  Associate by way of reimbursement
        pursuant to any  Engagement  Letter or  Durlacher's  standard  terms and
        conditions  or the indemnity in this schedule then the Company shall pay
        such  additional sum or sums as will ensure that after  deduction of the
        tax so  chargeable  there  shall be left a sum equal to the amount  that
        would otherwise by payable  hereunder as a result of such  reimbursement
        or indemnity;

1.5     that references to "Durlacher Associates" are to: -

        (a)     the  officers,  directors,  employees,  agents and advisers from
                time to time of Durlacher;
        (b)     the subsidiary undertakings and parent undertakings of Durlacher
                or  Durlacher  Corporation  plc,  from  time to time  and  their
                respective shareholders, and each of the subsidiary undertakings
                of any such companies,  and each of their  respective  officers,
                directors and employees, agents and advisers from time to time;
        (c)     to the extent that they are not included in  sub-paragraphs  (a)
                and (b) of this paragraph,  persons  connected with Durlacher as
                defined  in the Rules of the FSA,  as  regards  any  transaction
                contemplated by any engagement; and
        (d)     any successor or assignee of any such persons;

1.6     that if Durlacher  receives  notice of any claim in connection  with its
        engagement  by the  Company,  Durlacher  shall give to the Company  such
        information  in  relation  to the claim,  fact or  circumstances  as the
        Company may reasonably request and shall consult with and have regard to
        the Company's views expressed in writing in relation thereto;


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DURLACHER





1.7     that the  indemnity in this  schedule is in addition to any rights which
        Durlacher,  Durlacher  Corporation  plc or any  Durlacher  Associate  or
        subsidiary  may have by virtue of any other  existing  or future deed or
        document  or at  common  law or under  statute  or  otherwise  howsoever
        including, but not limited to, any right of contribution; and

1.8     that the indemnity in this  schedule  shall be governed by and construed
        in  accordance  with the laws of  England  and the  Company  irrevocably
        submits  to the  non-exclusive  jurisdiction  of the  English  courts in
        connection with any matter arising therefrom.















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