AGREEMENT

                                                                   Exhibit 2.11

                                    AGREEMENT

                            entered into and between

                               XXXXXXXXXX.XXX INC.

                                       and

                                   XXXXX XXXX

                       (Identity Number: 620308 5252 10 8)




                                TABLE OF CONTENTS
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CLAUSE NO.                           DESCRIPTION                            PAGE
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1.    INTERPRETATION AND PRELIMINARY ........................................  2
2.    APPOINTMENT OF EMPLOYEE AND FURTHER BRANCHES ..........................  6
3.    PERIOD OF EMPLOYMENT ..................................................  6
4.    EFFECT OF TERMINATION OF EMPLOYMENT ...................................  7
5.    SUSPENSION OF EMPLOYMENT ..............................................  8
6.    DUTIES OF EMPLOYEE ....................................................  8
7.    REMUNERATION .......................................................... 10
8.    INVENTIONS, DISCOVERIES AND COPYRIGHT ................................. 10
9.    LEAVE ................................................................. 11
10.   OUT OF POCKET EXPENSES ................................................ 12
11.   RESTRAINT OF TRADE .................................................... 12
12.   GENERAL ............................................................... 17
13.   DOMICILIUM CITANDI ET EXECUTANDI ...................................... 18
14.   RESIGNATION ........................................................... 19
15.   COSTS ................................................................. 19
16.   SMOKING POLICY ........................................................ 19
17.   SAFETY AND HEALTH ..................................................... 20
18.   COUNTERPARTS .......................................................... 20



WHEREBY IT IS AGREED AS FOLLOWS:

1.          INTERPRETATION AND PRELIMINARY

            The headings of the clauses in this agreement are for the purpose of
            convenience and reference only and shall not be used in the
            interpretation of nor modify nor amplify the terms of this agreement
            nor any clause hereof. Unless a contrary intention clearly appears -

            1.1.        word importing --

                        1.1.1.      any one gender include the other two
                                    genders;

                        1.1.2.      the singular include the plural and vice
                                    versa; and

                        1.1.3.      natural persons include created entities
                                    (corporate or unincorporate) and the state
                                    and vice versa;

            1.2.        the following terms shall have the meanings assigned to
                        them hereunder and cognate expressions shall have
                        corresponding meanings, namely --

                        1.2.1.      "Act" means the Labour Relations Act, 1995;

                        1.2.2.      "board" means the board of directors of the
                                    Xxxxxxxxxx.xxx USA Inc. from time to time;

                        1.2.3.      "competing services" means any services
                                    rendered in competition with the prescribed
                                    services;

                        1.2.4.      "company" means Xxxxxxxxxx.Xxx Inc. with
                                    limited liability incorporated in terms of
                                    the laws of the State of Nevada per
                                    contract;

                        1.2.5.      "employee" means Xxxxx Xxxx;

                        1.2.6.      "effective date" means 31 January 2000;



                        1.2.7.      "prescribed areas" means each magisterial
                                    district in the Western Cape;

                        1.2.8.      "prescribed clients" means any person --

                                    1.2.8.1.1.  who is or was a client of the
                                                company at the termination date
                                                or of the effective date; or

                                    1.2.8.2.    who is or was a prospective
                                                client of the company at the
                                                termination date or of at the
                                                effective date whom the employee
                                                had approached to do business
                                                with the company within the
                                                period of 1 (one) year preceding
                                                the termination date or whom the
                                                employee had approached to do
                                                business with within the period
                                                of one year preceding the
                                                effective date; or

                                    1.2.8.3.    to whom prescribed services were
                                                rendered by the company within
                                                the period of 1 (one) year
                                                preceding the termination date
                                                or by Virtual Colour within the
                                                period of one year preceding the
                                                effective date;

                        1.2.9.      "prescribed services" means any services
                                    rendered by the company in the ordinary
                                    course of business;

                        1.2.10.     "prescribed suppliers" means any person who
                                    --

                                    1.2.10.1.   is or was a supplier of
                                                prescribed services to the
                                                company at the termination date
                                                or at the effective date; or

                                    1.2.10.2.   was a prospective supplier of
                                                prescribed services to the
                                                company at the termination date
                                                or the effective date whom the
                                                employee had approached to do
                                                business with the company within
                                                the period of 1 (one) year
                                                preceding the termination date
                                                or within the period of one year
                                                of the effective date;



                                    1.2.10.3.   supplied prescribed services to
                                                the company within the period of
                                                1 (one) year preceding the
                                                termination date or to the
                                                company within the period of 1
                                                (one) year preceding the
                                                effective date;

                        1.2.11.     "the Virtual Colour Group" means the
                                    business of copying and specialist printing
                                    and bureau digital printing presently
                                    conducted by Virtual Colour Group under the
                                    name Virtual Colour as sold in terms of an
                                    agreement of sale between the company and
                                    Virtual Colour CC dated 8th November 1999;

            1.2         any reference in this agreement to "date of signature
                        hereof" shall be read as meaning a reference to the date
                        of the last signature of this agreement;

            1.3         any reference to an enactment is to that enactment as at
                        the date of signature hereof and as amended or
                        re-enacted from time to time;

            1.4         if any provision in a definition is a substantive
                        provision conferring rights or imposing obligations on
                        any party, notwithstanding that it is only in the
                        definition clause, effect shall be given to it as if it
                        were a substantive provision in the body of the
                        agreement;

            1.5         when any number of days is prescribed in this agreement,
                        same shall be reckoned exclusively of the first and
                        inclusively of the last day unless the last day falls on
                        a Saturday, Sunday or public holiday, in which case the
                        last day shall be the next succeeding day which is not a
                        Saturday, Sunday or public holiday;

            1.6         where figures are referred to in numerals and in words,
                        if there is any conflict between the two, the words
                        shall prevail;

            1.7         expressions defined in this agreement shall bear the
                        same meanings in schedules or annexures to this
                        agreement which do not themselves contain their own
                        definitions;

            1.8         reference to day/s, month/s or year/s shall be construed
                        as Gregorian calendar day/s month/s or year/s;



            1.9         the use of any expression in this agreement covering a
                        process available under South African law such as a
                        winding-up (without limitation eiusdem generis) shall,
                        if any of the parties to this agreement is subject to
                        the law of any other jurisdiction, be construed as
                        including any equivalent or analogous proceedings under
                        the law of such defined jurisdiction;

            1.10        where any term is defined within the context of any
                        particular clause in this agreement, the term so
                        defined, unless it is clear from the clause in question
                        that the term so defined has limited application to the
                        relevant clause, shall bear the meaning ascribed to it
                        for all purposes in terms of this agreement,
                        notwithstanding that that term has not been defined in
                        this interpretation clause;

            1.11        the expiration for termination of this agreement shall
                        not affect such of the provisions of this agreement as
                        expressly provide that they will operate after any such
                        expiration or termination or which of necessity must
                        continue to have effect after such expiration or
                        termination, notwithstanding that the clauses themselves
                        do not expressly provide for this;

            1.12        the rule of construction that the contract shall be
                        interpreted against the party responsible for the
                        drafting or preparation of the agreement, shall not
                        apply.

2.          APPOINTMENT OF EMPLOYEE AND FURTHER BRANCHES

            2.1         The company appoints the employee as Xxxxx Xxxx,
                        Director Digital Printing of Virtual Colour Group.
                        The employee accepts such appointment;



3.          PERIOD OF EMPLOYMENT

            The employee's employment shall commence on 1st February 2000 until
            31st January 2002 hereafter it shall be terminable on not less than
            1 (one) calendar months' written notice given by the company or the
            employee to the other, provided that:

            3.1.        the company shall be entitled to terminate the
                        employee's employment summarily (or on such other basis
                        as it considers appropriate) if the employee:

                        3.1.1.      is guilty of conduct justifying a summary
                                    dismissal according to the common law;
                                    and/or

                        3.1.2.      is guilty of conduct which is likely to
                                    bring himself or the company into disrepute
                                    or is convicted of an offence involving
                                    dishonesty; and or

                        3.1.3.      commits a breach of any of the terms of this
                                    agreement; and/or

                        3.1.4.      becomes incapacitated, which shall mean
                                    that --

                                    3.1.4.1.    he is precluded in terms of any
                                                statute from holding office as a
                                                director; or

                                    3.1.4.2.    he has suffered some illness or
                                                disability which has precluded
                                                him from providing his services
                                                hereunder for a period in excess
                                                of 28 (twenty eight) days in the
                                                determination of which
                                                intermittent returns to work or
                                                service which do not constitute
                                                a bona fide resumption of duties
                                                shall be disregarded;



                  Any termination in terms of this clause 3 will not be or
                  deemed to be unlawful, unfair or an unfair labour practice as
                  defined in the Act. To the extent that such termination may
                  otherwise have accorded the employee the right to seek
                  reinstatement by, or any other form of redress against the
                  company whether under the Act or otherwise, such right is
                  hereby waived by the employee.

4.          EFFECT OF TERMINATION OF EMPLOYMENT

            The termination of the employee's employment for any reason
            whatsoever shall not affect the operation of any provisions of this
            agreement to the extent to which they confer rights or impose
            obligations upon the parties which are exercisable or enforceable
            after the termination date, and such provisions shall to that extent
            continue to be of full force and effect. The termination of the
            employee's employment shall furthermore not prejudice any rights
            which have accrued to the parties as at the termination date.

5.          SUSPENSION OF EMPLOYMENT

            If the company suspects that the employee is guilty of the conduct
            referred to in clause 3.1 and/or clause 3.1.1, or any other conduct
            which may, if proved, justify his dismissal, or has committed a
            breach of any of the terms of this agreement, it may, pending a duly
            constituted enquiry into the alleged conduct in question, but
            without prejudice to its right of summary dismissal in terms of
            clause 3.1 and without giving rise to any claim for damages or
            otherwise against it, suspend the employee for a period not
            exceeding 30 days during which the employee shall:

            5.1.        not be entitled to attend work at the premises of the
                        company;

            5.2         be entitled to his normal salary.

6.          DUTIES OF EMPLOYEE

            The employee shall:

            6.1         devote the whole of his time and attention during the
                        company's normal business hours, and such reasonable
                        amount of additional time as may be necessary on an
                        unpaid basis, having regard to the exigencies of the
                        business of the company, to the business and



                        affairs of the company and shall not, before the
                        termination of this agreement or during any period after
                        such date in which he is employed by the company,
                        without the company's prior written consent, whether as
                        proprietor, partner, director, shareholder, member,
                        employee, consultant, contractor, financier, agent,
                        representative, assistant, trustee or beneficiary of a
                        trust or otherwise, and whether for reward or not,
                        directly or indirectly be interested or engaged in or
                        concerned with or employed by any business, trade,
                        undertaking or concern:

                        6.1.1.      other than that of the company; or

                        6.1.2.      which competes with any business carried on
                                    by the company,

                        the undertakings in clause 6.1.1. and 6.1.2. being
                        separate, provided that he shall not be deemed to have
                        breached his undertakings by reason of:

                        6.1.3.      his having bona fide financial interest in
                                    businesses, trades, undertakings or concerns
                                    which do not directly or indirectly compete
                                    with the company which have been disclosed
                                    to the company in writing and/or after
                                    disclosing his intention to do so to the
                                    company in writing by accepting appointment
                                    as a non-executive director of such
                                    businesses, trades, undertaking or concerns
                                    and devoting a reasonable amount of time to
                                    such financial interest and directorships,
                                    provided that no such interest of or
                                    activities by the employee are prejudicial
                                    to or adversely affect the performance of
                                    his duties hereunder; and/or

                        6.1.4.      his holding shares in any company the shares
                                    of which are listed on a recognised stock
                                    exchange if the shares owned by him and the
                                    persons, companies and trusts referred to in
                                    clause 11.3.4. do not in the aggregate
                                    constitute more than 5% (five percent) of
                                    any class of the issued share capital of
                                    such company; and/or

                        6.1.5.      he being an officer of or holding shares in
                                    the company;

            6.2.        obey the orders and directions of the board, any
                        managing director and any properly authorised officer or
                        official of the company, shall carry out such functions
                        and duties as are from time to time assigned to him and
                        are consistent with his status and use his



                        utmost endeavours to protect and promote the business
                        and interest of the company and to preserve its
                        reputation and goodwill;

            6.3.        not, during the operation of this agreement or
                        thereafter, regardless of the reason for termination of
                        his employment, use for his own benefit or for the
                        benefit of any other person or divulge or communicate to
                        any person or person's except to those of the officials
                        of the company whose province it is to know the same,
                        any of the company's secrets or any other information
                        which he may receive or obtain in relation to the
                        company's affairs or its customers or to the working of
                        any process or invention or to any marketing technique
                        which is carried on or used by the company;

            6.4.        be true and faithful to the company in all dealings and
                        transactions whatsoever relating to its business and
                        interests;

            6.5.        submit to the board or to any person nominated by it,
                        such information and reports as may be required of him
                        in connection with the performance of his duties and the
                        business of the company;

            6.6.        not, at any time during the operation of this agreement,
                        directly or indirectly, act in the manner referred to in
                        clause 11.3. and 11.4. or attempt to do so;

            6.7.        disclose to the board forthwith all acts and omissions
                        known to him of any other employee of the company which
                        constitute a breach of his or her obligations to the
                        company from whatsoever cause arising;

7.          REMUNERATION

            7.1.        As remuneration for his services hereunder the company
                        shall pay the employee a salary at the rate of R20,000
                        (Twenty Thousand Rand) per month which shall be payable
                        on the last business day of each month and which shall
                        be subject to review, but not reduction, by the company
                        from time to time. The package may be structured in such
                        a manner as may lawfully achieve the optimum for
                        efficiency for the benefit of the employee.



            7.2.        The company shall pay the employee a performance-based
                        bonus at the end of each financial year in accordance
                        with the criteria to be agreed upon between the company
                        and the employee within a reasonable period after the
                        commencement of his employment, and such bonus shall be
                        based upon the performance of The Virtual Colour Group.

8.          INVENTIONS, DISCOVERIES AND COPYRIGHT

            8.1.        Any discovery or invention or secret process or
                        improvement in procedure made or discovered by the
                        employee in the course and scope of his employment by
                        the company in connection with or in any way affecting
                        or relating to the business of the company or capable of
                        being used or adapted for use by the company or in
                        connection with its business shall be disclosed to the
                        company any shall belong to and be the absolute property
                        of the company.

            8.2.        The employee shall, if and when required by the company,
                        apply or join with the company at its expense in
                        applying for Letters Patent or other equivalent
                        protection in the Republic of South Africa or in any
                        other part of the world for such discovery, invention,
                        process or improvement and shall at the company's
                        expense execute all instruments and do all things
                        necessary for vesting the said Letters Patent or other
                        equivalent protection in the name of the company as sole
                        beneficial owner or in the name of such other person as
                        the company may nominate.

            8.3.        Insofar as may be necessary the employee assigns to the
                        company the copyright in all present and future works
                        eligible for copyright, including, without limitation,
                        literary or artistic works or software programmes of
                        which he may be the author, which works were or are
                        created, compiled, devised or brought into being during
                        the course and scope of the employment by the company.
                        No consideration shall be payable by the company to the
                        employee in respect of this assignment.

            8.4.        All reports, manuals, financial statements, budgets,
                        indices, research papers, letters or other similar
                        documents (the nature of which is not limited by the
                        specific reference to the foregoing items) which are
                        created, compiled or devised or brought into being by
                        the employee or come into the employee's possession
                        during the course and scope of his



                        employment by the company and all copies thereof will be
                        the property of the company and, upon the termination
                        date or earlier if required by the company, such
                        documents and all copies shall be returned to the
                        company.

9.          LEAVE

            The employee shall be entitled to 20 (twenty) days leave on full pay
            in respect of each 12 (twelve) months' cycle of employment, to be
            taken at such time or times as are convenient to the company. Leave
            not taken when it is due otherwise than at the instance of the
            company may not be accumulated.

10.         OUT OF POCKET EXPENSES

            The company shall refund to the employee the out-of-pocket expenses
            incurred by him on behalf of the company which are substantiated by
            vouchers therefor and which have been approved by the board or are
            incurred in accordance with the principles determined by it from
            time to rime.

11.         RESTRAINT OF TRADE

            11.1.       It is agreed that in the course of his duties the
                        employee:

                        11.1.1.     has acquired and/or will acquire
                                    considerable know-how in and will learn of
                                    the company's techniques and/or business
                                    methods relating to the provision of and
                                    other related services;

                        11.1.2      will have access to names of clients and
                                    suppliers with whom the company does
                                    business whether embodied in written form or
                                    otherwise;

                        11.1.3.     will have the opportunity of forging
                                    personal links with clients and suppliers of
                                    the company; and

                        11.1.4.     generally will have the opportunity of
                                    learning and acquiring the trade secrets,
                                    business connections and other confidential
                                    information appertaining to the company's
                                    business.



            11.2.       It is acknowledged that the only effective and
                        reasonable manner in which the company's rights in
                        respect of its business secrets and client connection
                        can be protected is the restraint imposed upon the
                        employee in terms of this clause 11, subject to the
                        payment by the company to the employee of the amount of
                        R168,000 (One Hundred and Sixty Eight Rand) which said
                        amount shall be payable by the company to the employee
                        in 2 (two) equal annual payments of R84,000 (Eighty Four
                        Thousand Rand) each, the first whereof shall be due and
                        payable by the company to the employee on 1st February
                        2001.

            11.3.       Without derogating from the employee's obligations under
                        clause 6.1. the employee shall not, for 2 (two) years
                        from the termination date, whether as proprietor,
                        partner, director, shareholder, member, employee,
                        consultant, contractor, financier, agent,
                        representative, assistant, trustee or beneficiary of a
                        trust or otherwise and whether for reward or not,
                        directly or indirectly:

                        11.3.1.     carry on; or

                        11.3.2.     be interested or engaged in or concerned
                                    with or employed by any company, close
                                    corporation, firm, undertaking or concern
                                    which carries on,

                        In any of the prescribed areas any business which sells
                        prescribed goods or renders prescribed services or
                        competing services or in the course of which prescribed
                        goods are sold or prescribed services or competing
                        services are rendered; provided that the employee shall
                        not be deemed to have breached his undertaking by reason
                        of his:

                        11.3.3.     holding share in the company; or

                        11.3.4.     holding shares in any company the shares of
                                    which are listed on a recognised stock
                                    exchange if the shares owned by -



                                    11.3.4.1.   him;

                                    1.3.4.2.    his ascendants and descendants;

                                    11.3.4.3.   his spouse;

                                    11.3.4.4.   any person related to him or his
                                                spouse within the third degree
                                                of consanguinity;

                                    11.3.4.5.   any trust created primarily for
                                                the benefit of one or more of
                                                the persons referred to in
                                                clauses 11.3.4.1. to 11.3.4.5.;
                                                and

                                    11.3.4.6.   any company effectively
                                                controlled by one or more of the
                                                persons and trusts referred to
                                                in clauses 11.3.4.1. to
                                                11.3.4.5.

                                    do not in the aggregate constitute more than
                                    5% (five percent) of any class of the issued
                                    share capital of such company.

            11.4.       The employee undertakes that neither he nor any company,
                        close corporation, firm, undertaking or concern in or by
                        which he is directly or indirectly interested of
                        employed will within 2 (two) years after the termination
                        date and whether for reward or not, directly or
                        indirectly --

                        11.4.1.     encourage or entice or incite or persuade or
                                    induce any other employee of the company,
                                    who was employed whilst the employee was
                                    employed by the company and who is engaged
                                    or participates in the sale or other
                                    marketing by the company of the prescribed
                                    goods, or in a material respect in the
                                    rendering or in the marketing of the
                                    prescribed services, to terminate his
                                    employment by the company; or

                        11.4.2.     furnish any information or advice to any
                                    employee to whom clause 11.4.1. applies or
                                    to any prospective employer of such employee
                                    or use any other means which are directly or
                                    indirectly designed, or in the



                                    ordinary course of events calculated, to
                                    result in any such employee terminating his
                                    employment by the company and/or becoming
                                    employed by or directly or indirectly in any
                                    way interested in or associated with any
                                    other company, close corporation, firm,
                                    undertaking or concern; or

                        11.4.3.     furnish any information or advice (whether
                                    oral or written) to any prescribed client
                                    that the employee intends to or will
                                    (whether as proprietor, partner, director,
                                    shareholder, member employee, consultant,
                                    contractor, financier, agent, representative
                                    or otherwise) directly or indirectly, be
                                    interested or engaged in or concerned with
                                    or employed by any company, close
                                    corporation, firm, undertaking or concern
                                    carried on in any of the prescribed areas
                                    which sells prescribed goods or competing
                                    goods or renders prescribed services or
                                    competing services or in the course of which
                                    prescribed goods or competing goods are sold
                                    or prescribed services or competing services
                                    are rendered after the expiry of 2 (two)
                                    years after the termination date; or

                        11.4.4.     furnish any information or advice (whether
                                    oral or written) to any prescribed client or
                                    use any other means or take any other action
                                    which is directly or indirectly designed, or
                                    in the ordinary course of events calculated,
                                    to result in any such prescribed client
                                    terminating its associating with the company
                                    and/or transferring its business to or
                                    purchasing any prescribed goods or competing
                                    goods or accepting the rendering of any
                                    prescribed services or competing services
                                    from any person other than the company, or
                                    attempt to do so.

            11.5.       Without derogating from the obligations imposed by this
                        clause 11 the employee undertakes that neither he nor
                        any company, firm, undertaking or concern in or by which
                        he is directly or indirectly interested, engaged,
                        concerned or employed will for a period of 2 (two) years
                        after the termination date directly or indirectly,
                        whether as proprietor, partner, director, shareholder,
                        employee, consultant, contractor, financier, agent,
                        representative, assistant, trustee or beneficiary of a
                        trust or otherwise in any part of the prescribed areas
                        and whether for reward or not:



                        11.5.1.     solicit orders from prescribed clients for
                                    the prescribed services or any competing
                                    services;

                        11.5.2.     canvass business in respect of the
                                    prescribed services from prescribed clients;

                        11.5.3.     sell or otherwise supply to any prescribed
                                    client;

                        11.5.4.     render any competing service to any
                                    prescribed client;

                        11.5.5.     purchase from any prescribed supplier or
                                    accept the rendering of any prescribed
                                    services from it;

                        11.5.6.     solicit appointment as a distributor,
                                    licensee, agent or representative of any
                                    prescribed supplier in respect of prescribed
                                    services'

                        including on behalf of or for the benefit of a
                        prescribed supplier.

            11.6.       Each of the undertakings set out in this clause 11
                        (including those appearing in a single clause) is
                        severable inter alia as to:

                        11.6.1.     nature of interest, act or activity;

                        11.6.2.     the categories of persons falling within the
                                    definition of prescribed clients;

                        11.6.3.     the categories of goods falling within the
                                    definition of he competing goods;

                        11.6.4.     the categories of services falling within
                                    the definition of the prescribed services
                                    and competing services;

                        11.6.5.     the categories of persons falling within the
                                    definition of prescribed supplier;



                        11.6.6.     the individual magisterial districts and
                                    areas which are defined as the prescribed
                                    areas

                        and are acknowledged to be reasonably required for the
                        protection of the Company and are generally fair an
                        reasonable.

            11.7.       The employee acknowledges that the Company will suffer
                        financial harm and loss if he breaches any provision of
                        this clause 11. Upon the breach of any of the provisions
                        of clause 11.3. the company shall be entitled to enforce
                        the restraint in question and, in addition or
                        alternatively thereto, as the company may elect, be
                        entitled to claim and recover from the employee the sum
                        of ten thousand rand per month during the period of the
                        breach, and to the extent that it is not prohibited from
                        doing so by any law, to set off its claim against any
                        amount due by it to the employee (and he authorises the
                        company to do so) and to recover its claim from any
                        benefits due to the employee from any pension funds due
                        to the employee and, to the extent not precluded by law,
                        he cedes his right to those benefits to the company
                        accordingly.

12.         GENERAL

            12.1.       No remedy granted by this agreement shall exclude any
                        other remedy available at law.

            12.2.       No amendment of this agreement or any consensual
                        cancellation thereof or any part thereof shall be
                        binding on the parties unless reduced to a written
                        document and signed by them.

            12.3.       If any of the terms of this agreement, such as the rate
                        of remuneration payable to the employee, are varied, the
                        other terms shall, unless otherwise agreed in writing,
                        remain of full force and effect.

            12.4.       No relaxation or indulgence which the company may show
                        to the employee shall in any way prejudice or be deemed
                        to be a waiver of its rights hereunder nor shall such
                        relaxation or indulgence preclude or estop the company
                        from exercising its rights in terms of this agreement in
                        respect of any further breach.



            12.5.       This agreement constitutes the whole agreement between
                        the parties and no warranties or representation whether
                        express or implied have been given or made by the
                        company to the employee.

            12.6.       Subject to the provisions of clause 3 the employee's
                        employment by the company shall be governed by the
                        provisions of any applicable agreement or determination
                        concluded in terms of the Act and/or the Wage Act of
                        1957, and/or the provisions of any applicable law.

            12.7.       Any term of this agreement which conflicts with the
                        provisions of any agreement or determination referred to
                        in this agreement, or any applicable law shall be
                        treated as pro non scripto and shall be severed from the
                        balance of this agreement, which shall continue to be of
                        full force and effect.

            12.8.       The company shall be entitled to cede and delegate all
                        or any of its rights and obligations under this
                        agreement to the successor in title of the undertakings
                        of the company or any member thereof, whether such
                        cession and delegation takes place before or after the
                        termination date.



13.         DOMICILIUM CITANDI ET EXECUTANDI

            13.1.       The parties choose as their domicilia citandi et
                        executandi for all purposes under this agreement,
                        whether in respect of court process, notices or other
                        documents or communications of whatsoever nature, the
                        following addresses:

                        13.1.1.     The company:       Xxxxxxxxxx.Xxx Inc

                                    Physical:          000 Xxxxx Xxxxx, Xxxxxxx,
                                                       Xxxxxxxxx 00000 XXX

                                    Postal:            000 Xxxxx Xxxxx, Xxxxxxx,
                                                       Xxxxxxxxx 00000 XXX

                                    Telefax:           9091 615 612 4005

                        13.1.2.     The employee:      Virtual Colour

                                    Physical:          0xx Xxxxx Xxxxxx Xxxx
                                                       00X Xxx Xxxxxx Xxxxxx,
                                                       XXXXXXXXX, 0000

                                    Postal:            P 0 Xxx 0000,
                                                       XXXXXXXXX, 0000

                                    Telefax:           (021) 462 1660

            13.2.       Any notice or communication required or permitted to be
                        given in terms of this agreement shall be valid and
                        effective only if in writing but it shall be competent
                        to give notice by telefax.

            13.3.       Either party may by notice to the other party change the
                        physical address chosen as its domicilium citandi et
                        executandi to another physical address where postal
                        delivery occurs in South Africa or its postal address or
                        its telefax number, provided that the change shall
                        become effective on the 7th business day from the deemed
                        receipt of the notice by the other party.

            13.4.       Any notice to a party:

                        13.4.1.     sent by prepaid registered post (by airmail
                                    if appropriate) in a correctly addressed
                                    envelope to it at an address chosen as its
                                    domicilium citandi et executandi to which
                                    post is delivered shall be deemed to have
                                    been



                                    received on the 7th business day after
                                    posting (unless the contrary is proved);

                        13.4.2.     delivered by hand to a responsible person
                                    during ordinary business hours at the
                                    physical address chosen as its domicilum
                                    citandi et executandi shall be deemed to
                                    have been received on the day of delivery;
                                    or

                        13.4.3.     sent by telefax to its chosen telefax number
                                    stipulated in clause 13.1., shall be deemed
                                    to have been received on the date of
                                    despatch (unless the contrary is proved).

            13.5.       Notwithstanding anything to the contrary herein
                        contained a written notice or communication actually
                        received by a party shall be an adequate written notice
                        or communication to it notwithstanding that it was not
                        sent to or delivered at its chosen domicilium citandi et
                        executandi.

14.         RESIGNATION

            14.1.       If the employee is a Director of the company on
                        termination date the employee will ipso facto resign as
                        a Director of the company.

            14.2.       The employee hereby irrevocably appoints the then
                        auditors of the company as his agent in dem suam to sign
                        all such documents and to do all such acts as may be
                        necessary to effect and implement such resignation.

15.         COSTS

            The costs of and incidental to the drawing of this agreement and the
            stamp duty hereon shall be paid by the company.



16.         SMOKING POLICY

            It is the policy of the company not to permit smoking in the
            premises from which the company conducts its business.

17.         SAFETY AND HEALTH

            The employee acknowledges that he is aware of the dangers to his
            safety and health attached to the work be has to perform, any
            article or substance he has to produce, process, use, handle, store
            or transport and any plant and machinery, which he is required or
            permitted to use, and also with the precautionary measures to be
            taken and observed with respect of those dangers.

18.         COUNTERPARTS

            This agreement may be entered into in any number of counterparts and
            by the parties to this agreement on separate counterparts, each of
            which when so executed and delivered shall be an original, but all
            the counterparts shall together constitute one and the same
            instrument.

SIGNED by the parties and witnessed on the following dates and at the following
places respectively:


DATE             PLACE              WITNESS                    SIGNATURE
----             -----              -------                    ---------


                              1. /s/ [ILLEGIBLE]       For:
                                 -----------------

18 November 00  Xxxx Xxxx     2. /s/ [ILLEGIBLE]       /s/  [ILLEGIBLE]
--------------  -----------      -----------------     ----------------------


                              1. /s/ Xxxxx Xxxxxxx, Xx.
                                 ----------------------
                                                           Xxxxxxxxxx.xxx Inc.
18 November 99  Madison, TN   2. /s/ X. Xxxxxxx        /s/ Xxxxx X. Xxxxxxx Xx.
--------------  -----------      -----------------     ------------------------
                                                                   CEO