SERVICE AGREEMENT





      THIS SERVICE AGREEMENT (this "AGREEMENT"), is made and entered into on

this ___ day of August, 2000, by and between MARTIN A. CARTWRIGHT (the

"EMPLOYEE") and GENERAL ELECTRIC COMPANY, a New York corporation (together with

its subsidiaries, "GE");



                               W I N E S S E T H:



      WHEREAS, GE (in its individual capacity) has entered into an acquisition

agreement dated as of the date hereof, between GE and Smallworldwide plc

(together with its subsidiaries, "SMALLWORLDWIDE", unless the context requires

otherwise), a public limited company organized under the laws of England and

Wales (the "ACQUISITION AGREEMENT"), pursuant to which GE has agreed to commence

an offer to purchase all of the issued and outstanding ordinary shares,

(pound)0.01 par value per share, and, without duplication, THE American

Depositary Shares, of Smallworldwide (the "TENDER OFFER");



      WHEREAS, the Employee is currently employed by Smallworldwide and is a

party to an employment agreement, effective as of July 6, 1998, by and between

Smallworldwide and the Employee (the "EMPLOYMENT AGREEMENT"); and



      WHEREAS, upon the consummation of the Tender Offer, GE desires that

Employee continue as an employee of Smallworldwide (or GE) and the Employee

desires to continue to be employed by Smallworldwide (or GE); and



      WHEREAS, to induce the Employee to continue in the employ of

Smallworldwide (or GE), GE wishes to enter into this Agreement;



      NOW, THEREFORE, in consideration of the mutual promises and agreements

contained herein and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound, hereby agree as follows:



      SECTION 1. DEFINITIONS.



      For the purposes of this Agreement, the following definitions shall apply:



      (a) "COMPANY ACTIVITIES" shall mean the business of developing, marketing,

selling, implementing, delivering and maintaining software products to the

utility (oil, gas, hydro and nuclear) and communications (voice, Internet, data)

industries, including but not limited to, distribution management systems,

outage management systems, energy management systems, network management systems

and geospatial information systems.



      (b) "CONFIDENTIAL INFORMATION" shall mean any data or information of GE or

Smallworldwide, other than Trade Secrets, which is valuable to GE or

Smallworldwide and not generally known to the public.

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      (c) "CONSTRUCTIVE DISCHARGE TERMINATION EVENT" shall mean, the occurrence

of any of the following events, without the Employee's express written consent,

or such other events as the parties may expressly agree to: (i) the assignment

to the Employee of any duties or responsibilities that are inconsistent in any

material adverse respect with the Employee's position(s), duties,

responsibilities or status in GE or Smallworldwide (including any material

adverse diminution of such duties or responsibilities) or (ii) a material

adverse change in the Employee's reporting responsibilities or titles in GE or

Smallworldwide; or (iii) any requirement of GE that the Employee be relocated

more than 50 miles from the work location where Employee is located as of the

date hereof for a period in excess of 120 days.



      (d) "DISABILITY TERMINATION EVENT" shall mean the death or total

disability of the Employee.



      (e) "GOOD CAUSE TERMINATION EVENT" shall mean the Employee's employment is

terminated as a result of any of the following: (i) the Employee is convicted

of, pleads guilty to, or confesses to any felony or any act of fraud,

misappropriation or embezzlement, (ii) the Employee engages in a fraudulent act

to the material damage or prejudice of GE or Smallworldwide or in conduct or

activities materially damaging to the property, business or reputation of GE or

Smallworldwide; (iii) the Employee illegally uses controlled substances, (iv)

the Employee is negligent in performing Employee's duties to GE or

Smallworldwide and, within 30 days after written notice from GE of any such act

or omission, the Employee has not corrected such act or omission, or (v) the

Employee otherwise fails to comply with the terms of the Employment Agreement,

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