Terms of Business - Permanent Staff

Introduction: All and any business undertaken by Brightwater Support Services (or BSS), the trading names of Brightwater Support Service Limited, ("The Company") is transacted subject to the terms and conditions hereinafter set out each of which shall be incorporated or implied in any agreement between the Company and its Clients. In the event of conflict between these terms and conditions and any other terms and conditions, the former shall prevail unless expressly agreed to the contrary by the Company in writing.

Acceptance of Terms: By interviewing a Candidate introduced by BSS the Client is deemed to have accepted these Terms of Business. For the purposes of this clause the word 'introduce' shall be deemed to include without limitation the provision by BSS of any details, whether written or oral, of a Candidate for permanent employment.

Introduction Fees:

Salaries up to 19,999 euro 15%

Salaries up to 31,999 euro 17.5%

Salaries up to 49,999 euro 20%

Salaries over 50,000 euro 22.5%

All fees are expressed as a percentage of the total first year's gross annual remuneration package which would include salary, commission, guaranteed bonus, car allowance, shift allowance, overseas premiums, living/accommodation allowances etc. A company car is valued at 4,000 euro additional remuneration. VAT will be added to all invoices at the current rate.

Retained Assignments: Fees are payable in roughly 3 equal stages with the balance paid at the third stage: 1) A nonreturnable retainer fee is due immediately upon commencement of the assignment. 2) A non-returnable short-list fee is payable upon presentation to the Client of suitable Candidates for interview (Candidates are deemed "suitable" if the Client agrees to interview them). 3) A Completion fee is payable on the day a Candidate commences employment with the Client. NB. If a Retained Assignment is cancelled by the Client, or the Client for any reason alters materially (at the discretion of Brightwater) its requirements, then a "cancellation fee" of 10% of the projected first year's gross annual remuneration package will be immediately payable in addition to the fees already due, plus all the agreed advertising costs and other expenses incurred by BSS.

Re-employing the Candidate: In the event that any Candidate introduced by the Company is employed or rejected by the Client (or related company), or the Candidate rejects an offer of employment by the Client (or related company) - if the Candidate is subsequently employed by the Client (or related company) in any capacity whether temporary, permanent or self-employed, within 12 months of the initial introduction date, the Client shall pay an amount equivalent to BSS's permanent placement fee plus 10% interest from Candidate start date.

Third Party Introduction: If the Client or a member of the Client's staff refers a Candidate introduced by BSS to some other person or body and that other person or body engages the Candidate in any capacity whether temporary, permanent or "self-employed" within 12 months of the initial introduction date of the Candidate to the Client, then the Client will be liable for a permanent placement fee at the date of notification or discovery by BSS, plus interest of 10% from Candidate start date.

Responsibility and Liability: he Company shall endeavour to ensure the suitability of any candidate introduced to the Client and to maintain a high standard of service and integrity, but the Company makes no warranty, express or implied, as to the suitability of any Candidate introduced to the Client.

- BSS can accept no liability whatsoever for any loss, damage, costs or expenses, howsoever caused which the Client may suffer or for which the Client may become liable arising out of, or in connection with as a result of introduction to the Client or engagement by the Client of a Candidate.

- The Client is responsible for the taking up of references as to the Candidate's qualifications, capabilities, integrity, medical history and suitability to meet the specification. It is also the Client's responsibility to obtain a work permit for the Candidate wherever necessary.

Advertising: The Company is able to provide an advertising service to the Client, for which charges incurred by the Company are payable by the Client. The Company will accept cancellation of an advertisement provided that the Client gives sufficient notice to the Company to enable the Company to cancel the advertisement before the press closing date. Advertising accounts shall be paid by the Client within 7 days of the date of invoice.

Guarantee period: In the event that any Candidate terminates, or the Client terminates the engagement within 12 weeks of the specified date upon which such Candidate commenced work for the Client and provided that a) the Client notifies the Company in writing of the termination of engagement within 7 days and b) the Client (or related company) does not engage the Candidate within 12 months from the date of termination and c) the termination is not due to redundancy and d) all monies due from the Client have been paid in accordance with these terms of business, then (for the next 6 weeks) the Company will endeavour to seek a replacement (to remuneration up to the same value as the leaver) at no extra cost to the Client except for additional advertising costs (costs shall be agreed prior to any advertising). If unsuccessful, Brightwater will pay the Client a refund against the fees paid as follows: * Up to 6 weeks service 50% refund * 7 - 12 weeks service 25% refund.

Payment Terms: All monies due hereunder shall be paid by the Client within 14 days of the date of invoice. All payments, regardless of currency, must equate to the Euro invoice total at date of payment. Interest at 10% will be applied after 14 days until payment of the invoice without concession.

Amendments: All questions relating to these Terms of Business must be made in writing otherwise they are deemed to be accepted. These Terms of Business are valid from June 1st 2005, they supersede any other Terms previously received. No amendments to these Terms are valid unless authorised by Barbara McGrath (Manager) or a Company Director.

Terms of Business - Temporary Staff

Introduction: All and any business undertaken by Brightwater Support Services (or BSS), the trading names of Brightwater Support Services Limited, ("The Company") is transacted subject to the terms and conditions hereinafter set out each of which shall be incorporated or implied in any agreement between the Company and its Clients. In the event of conflict between these terms and conditions and any other terms and conditions, the former shall prevail unless expressly agreed to the contrary by the Company in writing.

Acceptance of Terms: By interviewing a Candidate introduced by BSS for temporary employment or by agreeing to engage or make use of such a candidate in any position of employment of work the client is deemed to have accepted these Terms of Business. For the purpose of this clause the word 'introduce' shall be deemed to include without limitation the provision by BSS of any details, written of oral, of a candidate for employment.

Temporary - Hourly Rates: The Client agrees to pay the hourly charge of The Company agreed at the time of booking of the Employee for all hours actually worked. Any other expenses as may be agreed shall be itemised on The Company's invoice in addition to this charge. The Company reserves the right to vary the charge on an existing of subsequent assignment with immediate effect subject to prior notification being given to the Client. BSS will be responsible for the Employee's remuneration: deducting PAYE, Income Tax, National Insurance Contributions and accounting to the relevant authorities for these deductions.

Contract - Monthly Rates: The Client agrees to pay 2% per month of the Candidate's remuneration package (See Terms of Business - Permanent Staff) to The Company. Invoices will be charged at the beginning of each assignment for the projected length of the appointment, are not refundable and payable within 7 days of the date of invoice. The Client will be solely responsible for the Employee's remuneration: deducting PAYE, Income Tax, National Insurance Contributions and accounting to the relevant authorities for these deductions. In all other respects the Terms of Business -Temporary apply.

Temporary to Permanent: If the Client wishes to engage the Candidate on a permanent basis, then in addition to the temporary fees already paid, the Client shall pay a permanent placement fee (see Terms of Business -Permanent Staff) and providing that the Candidate has been employed through the Brightwater payroll, the following discount to these terms will apply:

27 - 39 weeks (incl.) 10% discount off normal rates.

40 - 52 weeks (incl.) 20% discount off normal rates.

1yr + 30% discount off normal rates.

N.B. No guarantee period applies for temporary to permanent placements.

Re-employing the Candidate: In the event that any Candidate introduced by the Company is employed or rejected by the Client (or related company), or the Candidate rejects an offer of employment by the Client (or related company) - if the candidate is subsequently employed by the Client (or related company) in any capacity whether temporary, permanent or self-employed, within 12 months of the initial introduction date (or within 12 months of completing a temporary, contract or self-employed assignment through BSS), the Client shall pay an amount equivalent to BSS's permanent placement fee + 10% interest from Candidate start date.

Third Party Introduction: If the Client or a member of the Client's staff refers a candidate introduced by BSS to some other person or body and that other person or body engages the Candidate in any capacity whether temporary, permanent or "self-employed" within twelve months of the initial introduction date of the Candidate to the Client, the Client will be liable for a permanent placement fee at the date of notification or discovery by BSS, plus interest of 10% from Candidate start date.

Responsibility and Liability: The Company shall endeavour to ensure the suitability of any Candidate introduced to the Client and to maintain a high standard of service and integrity, but the Company makes no warranty, express or implied, as to the suitability of any Candidate introduced to the Client.

- BSS can accept no liability whatsoever for any loss, damage, costs or expenses, howsoever caused which the Client may suffer or for which the Client may become liable arising out of, or in connection with as a result of introduction to the Client or engagement by the Client of a Candidate.

- Candidates supplied by BSS are deemed to be under the direction and control of the Client from the time they report to take up duties and for the duration of the assignment. The Client agrees to be responsible for all acts, errors and omissions be they wilful, negligent or otherwise. As though the worker were the direct employee of the Client, the Client will in all respects comply with all statutes, bye-laws and legal requirements to which the Client is ordinarily subject in respect of the Clients own staff.

- The Client undertakes to supervise the Employees. If the Client finds the Employee unsatisfactory, a complaint must be made by telephone and confirmed in writing within one day of the finding. Suitable action will then be taken, but in any event the Client waives any right to withhold payment.

Payment Terms: Charges are invoiced weekly (except for Contract staff - see above) and are payable within 7 days. All payments, regardless of currency, must equate to the Euro invoice total at date of payment. In the event of non-payment the Company may, without prejudice to its other rights, withdraw the Employee with one hour's notice. Interest at 10% will be applied after 7 days until payment of the invoice without concession. VAT will be added to all invoices at current rate.

Amendments: All questions relating to these Terms of Business must be made in writing otherwise they are deemed to be accepted. These Terms of Business are valid from June 1st 2005, they supersede any other Terms previously received. No amendments to these Terms are valid unless authorised by Barbara McGrath (Manager) or a Company Director.