EXHIBIT 10.70





                            TRAVERS SMITH BRAITHWAITE




                      DATED                       OCTOBER 1998
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                           (1) SHEPHERD NEAME LIMITED



                                (2) UBSN LIMITED






                                SECOND AGREEMENT



THIS AGREEMENT is made the ____ day of October 1998.

BETWEEN:


(1)     SHEPHERD NEAME LIMITED (Company Registration Number 138256) whose
        registered office is at 17 Court Street, Faversham, Kent ME13 7AX ("the
        Employer"); and

(2)     UBSN LIMITED (Company Registration Number 2367133) whose registered
        office is at 75 Westow Hill, Crystal Palace, London, SE19 1TX ("the
        Recipient").

WHEREAS

The Recipient wishes to avail itself of the services of David Townshend of Manor
Farm Cottage, West Street Cliffe, Rochester, Kent ME3 7TQ, ("the Employee') and
the Employer has agreed to make such services available to the Recipient with
effect from the date hereof upon the terms and subject to the conditions of this
Agreement.

IT IS AGREED as follows

1.      DEFINITIONS

In this Agreement, unless the context otherwise requires, the following words
and expressions shall have the following meanings:

Contract of Employment          the terms and conditions of employment as at the
                                date of this Agreement between the Employer and
                                the Employee or such other terms and conditions
                                of employment as may apply to his employment
                                with the Employer from time to time;

Secondment Period               the term of this Agreement:

Services                        such services as the Employee is required by the
                                Recipient to perform relating to his acting as
                                Managing Director with responsibility for the
                                day to day operation of the Recipient's business
                                in accordance with the Contract of Employment,
                                such services to be performed, for the avoidance
                                of doubt, on a full time basis throughout normal
                                working hours.


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2.      SERVICES

The Employer shall procure that the Employee shall be seconded to the Recipient,
on the terms and conditions of this Agreement, to provide the Services during
the Secondment Period.

3.      TERM

This Agreement shall commence on the date hereof and continue until terminated
by either party giving to the other not less than three months' written notice.

4.      SECONDMENT FEE

        4.1     During the Secondment Period, the Recipient shall pay to the
                Employer in arrears each calendar month a secondment fee (plus
                VAT thereon) of such sum as is notified to the Recipient by the
                Employer as being the costs of employing the Employee during the
                relevant calendar month in accordance with the Contract of
                Employment including, but not limited to, wages and salaries,
                pension contributions, benefits, tax and National Insurance
                contributions and employee related overheads and expenses (plus
                VAT thereon). Each monthly secondment fee (plus VAT) shall be
                payable by the Recipient to the Employer within 7 days of an
                invoice being submitted to the Recipient by the Employer.

        4.2     The Employer may in its sole discretion, at any time and on any
                number of occasions, increase the secondment fee to take account
                of any increases in the salary, and/or benefits and/or pension
                contributions in respect of the Employee.

5.      CONTROL

During the Secondment Period, the Employee shall be under the exclusive day to
day control and supervision of the Recipient, in particular in relation to the
allocation and performance of his duties, and shall be subject to the working
practices of, and take instructions from, the Recipient.

6.      CONTRACT OF EMPLOYMENT

The Recipient acknowledges that the Employer has provided the Recipient with a
copy of the Contract of Employment. The Employer shall promptly inform the
Recipient of any variation to the Contract of Employment and supply the
Recipient with a copy of such variation.

7.      INDEMNITY

The Recipient shall not at any time during the Secondment Period through any act
or omission directly or indirectly cause a breach of the Contract of Employment
or any employment policy relating thereto and shall indemnify and keep
indemnified the Employer against any and all casts, claims, demands, expenses,
liabilities or losses (including any related settlement costs and expenses to
include legal fees) made against or incurred or suffered by the Employer in
relation to the Employee arising out of or in connection with the provision of
the Services including, but not limited to, health and safety issues.

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8.      CONFIDENTLAUTY

Any confidential information and/or know-how of which the Employee becomes aware
by virtue of his activities in providing the Services shall belong to the
Recipient absolutely and the Employer shall not, whether during the Secondment
Period or thereafter, make use of any such rights for its own or anyone else's
benefit.

9.      LAW

This Agreement shaft be governed by and construed in accordance with the laws of
England.


SIGNED By
for and on behalf of
SHEPHERD NEAME LIMITED
in the presence of:



SIGNED By
for and on behalf of
UBSN LIMITED
in the presence of:







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