SECONDMENT AGREEMENT



THIS AGREEMENT is made the     day of APRIL 2000



BETWEEN:



(1)     PowerChannel Holdings Inc ("PowerChannel US"), a company incorporated in

        the State of Delaware, USA whose principal office is at 20 Squadron

        Boulevard, Suite 210, New York, New York 10956, USA; and



(2)     PowerChannel Europe Limited (the "Company"), a company registered in

        England and Wales (registered number: 3632372) whose registered office

        is at 11 Cross Keys Close, London, W1M 5TY ("PCE"); and



(3)     James Gambrell of 20 Squadron Boulevard, Suite 210, New City, NY 10956

        USA (the "Secondee").



WHEREAS:



(A)     The Secondee is employed in the USA by PowerChannel US under the terms

        and conditions of an employment agreement dated 1 March 2000 (the

        "Agreement").



(B)     Pursuant to clause 2(b) of the Agreement it has been agreed between

        PowerChannel US and the Company that the services of the Secondee will

        be provided by PowerChannel US to the Company on a full-time basis (the

        "Secondment") for the period set out in this agreement (the "Secondment

        Term").



(C)     This agreement sets out the terms and conditions of the Secondment.



(D)     The Agreement will continue throughout the Secondment with such

        temporary variations as agreed between PowerChannel US and the Secondee

        as are necessary for the effective operation of the Secondment and this

        agreement. However, PowerChannel US and the Secondee agree that nothing

        in this agreement conflicts with the Secondee's obligations and duties

        under the Agreement.



(E)     PowerChannel US and the Secondee agree that the Secondee is subject to

        all Intellectual Property Agreements between PowerChannel US and the

        Company and it is also agreed that nothing in this agreement will

        conflict with the Secondee's obligations and duties under those

        Intellectual Property Agreements and for the avoidance of doubt in the

        event of any conflict the Intellectual Property Agreements





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        between PowerChannel US and the Company will take precedence over the

        Agreement and in turn the Agreement will take precedence over the

        Secondee Agreement.



(F)     The consideration for this agreement is the continuing benefits received

        by the Secondee under the Agreement, the benefit of the Secondee's

        services to the Company and the benefit of providing those services to

        PowerChannel US in respect of the expansion of its European operation.



OPERATIVE PROVISIONS:



1       Secondment Term



        The Secondment Term will begin on   April 2000 and will continue for a

        maximum period of 18 months, expiring on   October 2001, unless or until

        terminated pursuant to clauses 17 or 18 below. On termination of the

        Secondment, howsoever occasioned, the Secondee will return to his

        employment with PowerChannel US which will continue under the terms of

        the Agreement.



2       Job title and duties



2.1     The Secondee will be seconded by PowerChannel US to the Company in the

        capacity of President but agrees to carry out such additional duties as

        the Company may from time to time require.



2.2     During the period of the Secondment the Secondee will:



2.2.1   faithfully and diligently perform such duties and exercise such powers

        consistent with them as may from time to time be assigned to him;



2.2.2   obey all reasonable and lawful directions given to him by or on behalf

        of the Company;



2.2.3   use his best endeavours to promote the interests of the Company;



2.2.4   observe any other policies, rules or procedures introduced by the

        Company from time to time, which may be changed at the discretion of the

        Company from time to time, and whether or not the same have contractual

        force.



2.3     The Secondment is separate from and does not conflict with the

        obligations of the Secondee under clause 3 of the Agreement, which will

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