EX-4.2

EXHIBIT 4.2

Instrument

Universe Bidco Limited

and

BNP Paribas Trust Corporation UK Limited

constituting up to £30,000,000 Floating Rate Loan Notes 2015

THIS INSTRUMENT is made by way of deed on                                                          2010

BY:

UNIVERSE BIDCO LIMITED (No. 7289402) whose registered office is at Washington House, Birchwood Park Avenue, Birchwood, Warrington WA3 6GR United Kingdom (the "Company"); and

BNP PARIBAS TRUST CORPORATION UK LIMITED a company registered in England and Wales(No 4042668) whose registered office is at 55 Moorgate, London EC2R 6PA, United Kingdom (the "Security Trustee").

WHEREAS

the Company has, pursuant to its Memorandum and Articles of Association and by resolution of its board of directors passed on or around 31 August 2010, created and authorised the issue of a maximum nominal amount of £30,000,000 floating rate loan notes 2015 to be constituted as hereinafter provided and subject to and with the benefit of the schedules which shall be deemed to form part of this instrument.

BY THIS DEED THE COMPANY DECLARES AND COVENANTS AS FOLLOWS:

1.  DEFINITIONS AND INTERPRETATION

1.1   In this instrument and the schedules the following words and expressions shall have the following meanings, unless the context otherwise requires:   "business day" means a day (excluding Saturdays and Sundays) on which banks are open in London for the transaction of normal banking business;   "Conditions" means the conditions of the Notes as set out in schedule 2 as they may from time to time be modified in accordance with the provisions contained in this instrument;   "Directors" means the board of directors for the time being of the Company;   "Extraordinary Resolution" means an extraordinary resolution as defined in paragraph 18 of schedule 5;   "Form of Election" means the form of election completed by each initial beneficial owner of the Notes in connection with the election to receive the Notes;   "Interest Payment Date" has the meaning given in Condition 7.1;   "Moody's" means Moody's Investors Service, Inc.;   "North American person" means:

(a) any US Person; and

(b) any individual, corporation, partnership, trust or other entity resident in Canada;

"Notes" means the £30,000,000 floating rate loan notes 2015 originally constituted by this instrument or, as the case may be, the principal amounts represented by them and for the time being issued and outstanding and reference to a "Note" is a reference to any one of the issued Notes;

"Noteholder" means a person whose name is entered in the Register as the holder of a Note;

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"par" means the nominal amount of the Notes;

"Parent" has the meaning given in clause 6.1;

"Rating Agency" means S&P or any of its Subsidiaries and its or their successors or Moody's or any of its Subsidiaries and its or their successors or any internationally recognised rating agency substituted for either of them by the Parent from time to time with the prior approval of the Noteholders;

"Rating Downgrade" shall be deemed to have occurred if:

(i)   in the case where the Parent is assigned a rating by two Rating Agencies, each of the ratings assigned to the Parent by the Rating Agencies is withdrawn or downgraded to BB-/Ba3 (or their respective equivalents for the time being, or worse) and it not reinstated or upgraded to BB+/Ba2 (or their respective equivalents for the time being, or better) within 60 days of such withdrawal or downgrade; or

(ii)   in the case where the Parent is only assigned a rating by one Rating Agency, the current rating assigned to the Parent by that Rating Agency is withdrawn or downgraded to BB-/Ba3 (or its respective equivalent for the time being, or worse) and it not reinstated or upgraded to BB+/Ba2 (or its respective equivalent for the time being, or better) within 60 days of such withdrawal or downgrade;

"Register" means the register of Noteholders referred to in clause 8;

"Registrars" means, together, Equiniti Limited and Equiniti Financial Services Limited, each of whose registered office is Aspect House, Spencer Road, Lancing Business Park, Lancing, West Sussex BN99 6DA or such other registrars as the Company may appoint;

"S&P" means Standard & Poor's Financial Services LLC, a subsidiary of the McGraw Hill Companies, Inc;

"TTE Instruction" means a transfer to escrow instruction given by a holder of uncertificated scheme shares through CREST;

"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and

"US Person" means a US person as defined in Regulation S under the United States Securities  Act of 1933, as amended.

1.2   Subject as herein expressly defined any words and expressions defined in the Companies Act 2006 shall have the meanings therein ascribed to them.

1.3   References to any provision of any statute shall be deemed also to refer to any statutory provision modification or re-enactment thereof from time to time in force.

1.4   Words denoting persons shall include corporations, the masculine gender shall include the feminine and the singular shall include the plural and vice versa.

1.5   References to this "instrument" or this "deed" include, where the context so admits, the schedules hereto.

1.6   The headings are for convenience only and shall not affect the interpretation hereof.

1.7   "Pounds" and "£" denote the lawful currency of the United Kingdom.

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2.  AMOUNT AND FORM OF THE NOTES

2.1   The aggregate nominal amount of the Notes constituted by this instrument is limited to £30,000,000.

2.2   The Notes will initially be represented by a temporary global Note certificate (the "Temporary Global Certificate") registered in the name of the Registrar, acting in its capacity as Note agent for the beneficial owners of the interests therein (and such beneficial ownership and interests shall be recorded in a register maintained by the Registrar as Note agent for such purpose). The Registrar shall hold the Temporary Global Certificate for a period of forty days from the date of issue (the "Forty Day Period"), during which time neither the Temporary Global Certificate nor beneficial interests therein shall be transferable under any circumstances whatsoever. Any purported transfer of the Temporary Global Certificate or any beneficial interes t therein during the Forty Day Period shall be null and void ab initio. Upon expiry of the Forty Day Period and receipt by the Registrar from each beneficial owner of an interest in the Notes of certification of beneficial ownership of the Notes by non-US Persons (which certification may be contained in a Form of Election or a TTE Instruction), the Temporary Global Certificate will be exchanged in whole but not in part for Notes represented by a definitive Note certificate (the "Definitive Certificate").  As soon as is reasonably practicable thereafter, the Registrar, acting in its capacity as Note agent, shall deliver one or more Definitive Certificates to the Noteholders in registered form in denominations of £1 in nominal amount or integral multiples thereof. Upon expiry of the Forty Day Period the Notes shall be transferable in accordance with schedule 2 and clause 4.7 of schedu le 3.

3.  STATUS OF THE NOTES

3.1   The Notes represent a direct obligation of the Company for the due and punctual payment of the principal and interest in respect of them and for the performance of all the obligations of the Company with respect to them.

3.2   Subject to clause 6, the Notes will rank pari passu equally and rateably without discrimination or preference as unsecured obligations of the Company and with all other unsecured indebtedness of the Company except to the extent provided by law.

3.3   The Notes shall be known as Floating Rate Loan Notes 2015.

4.  CERTIFICATE FOR NOTES

4.1   Upon expiry of the Forty Day Period and receipt by the Registrar from each beneficial owner of an interest in the Notes of certification of beneficial ownership of the Notes by non-US Persons (which certification may be contained in a Form of Election or a TTE instruction), each Noteholder shall be entitled to one certificate without charge for the total nominal amount of Notes registered in his name.  Each certificate shall bear a denoting number, shall (subject as provided in this clause 4.1) be executed as a deed by the Company in accordance with its articles of association for the time being or in such other manner as may be permitted by statute, shall be substantially in the form set out in schedule 1 and shall have endorsed on it conditions in the form or substantially in the form set out in schedule 2.  The Company shall not be bound to register more than four persons as the joint holders of any Note.  Joint holders of Notes will be entitled to only one Note in respect of their joint holding and the Note will be delivered to that one of the joint holders who is first-named in the Register in respect of the joint holding or to such other person as the joint holders may, in writing, direct. Delivery of a certificate to one of such persons shall be sufficient delivery to all.  When a Noteholder has redeemed or transferred part only of his Notes the old certificate shall be cancelled and a new certificate for the balance of such Notes issued without charge.

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4.2   The Directors may by resolution (either generally or in any particular case or cases) determine that the signatures required by clause 4.1 shall be affixed by means of some method or system of mechanical signature.

5.  COVENANTS BY THE COMPANY   The Company hereby covenants with the Noteholders and each of them to comply with the terms of the Notes and to observe and perform the Conditions, which conditions shall be deemed to be incorporated in this instrument and shall be binding on the Company and the Noteholders and all persons claiming through or under them respectively.

6.  PARENT COMPANY GUARANTEE & DESIGNATED DEPOSIT ACCOUNT

6.1   The obligations of the Company in relation to payment of the principal and interest under this instrument in respect of the Notes (the principal amount of the Notes outstanding from time to time and the interest from time to time thereon being together, in aggregate, the "Aggregate Outstanding Amount"), will at all times at the option of the Company be one of the following:

(a)   guaranteed by the Company's ultimate holding company, URS Corporation (the "Parent"), by executing a parent company guarantee substantially in the form attached as schedule 4 hereto (the "Parent Guarantee"); or

(b)   cash collateralised by the deposit of an amount equal to the sum of the Aggregate Outstanding Amount and an amount equal to five times the annual fees charged by the Security Trustee (being £42,500) into a blocked account in the name of the Company (a "Designated Deposit Account") and the Company undertakes, until such time that the Company has no further obligation under this instrument to pay the Noteholders, only to use the proceeds of the Designated Deposit Account to pay the Aggregate Outstanding Amount, in accordance with the terms of this instrument, and/or

(c)   guaranteed by the Parent pursuant to the terms of a Parent Guarantee and cash collateralised by the Company by virtue of a deposit in the Designated Deposit Account in such respective amounts as the Parent and the Company shall agree provided that the aggregate amount guaranteed by the Parent under the Parent Guarantee and the amount standing to the credit of the Designated Deposit Account shall at all times in aggregate be equal to or exceed the Aggregate Outstanding Amount.

6.2   At any time when there is a Parent Guarantee in issue and a Rating Downgrade occurs, the Company undertakes that the Outstanding Aggregate Amount will thereafter be cash collateralised by the deposit of an amount equal to the Aggregate Outstanding Amount into a Designated Deposit Account and the Company further undertakes, until such time that the Company has no further obligation under this instrument to pay the Noteholders, only to use the proceeds of the Designated Deposit Account to pay the Aggregate Outstanding Amount, in accordance with the terms of this instrument.

6.3   At the option of the Company, if at any time when there is a Parent Guarantee in issue and the requisite funds are deposited into the Designated Deposit Account in accordance with clauses 6.1(b) or 6.2, then the Parent shall be entitled to cancel the Parent Guarantee in an amount equal to such deposit and the Parent shall have no further liability under the Parent Guarantee to that extent.

7.  SECURITY TRUSTEE

7.1   The Company hereby appoints the Security Trustee to act in accordance with the terms of Schedule 6 and by executing this instrument the Security Trustee consents to such appointment.

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8.  REGISTER OF NOTEHOLDERS

8.1   The Company shall cause a register to be maintained in respect of the Notes in accordance with the provisions of schedule 3.

8.2   The provisions relating to the Register set out in schedule 3 shall be deemed to be incorporated in this instrument and shall be binding on the Company and the Noteholders and on all persons claiming through or under them respectively.

9.  MEETINGS OF NOTEHOLDERS   The provisions for meetings of holders of the Notes set out in schedule 5 shall be deemed to be incorporated in this instrument and shall be binding on the Company and the Noteholders and on all persons claiming through or under them respectively.

10.   FOREIGN NOTEHOLDERS   The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, nor under any of the relevant securities laws of any province or territory of Japan, Canada or Australia.  Accordingly, unless an exemption under such Act or laws is applicable, the Notes may not be offered, sold or delivered, directly or indirectly, in or into the United States, Japan, Canada or Australia or to or for the account or benefit of any North American person or resident of Japan, Canada or Australia.

11.  FURTHER NOTES   The Company shall be entitled from time to time, by resolution of the board or of a duly authorised committee thereof, to cancel any created but unissued Notes or to create and issue further unsecured loan notes to be constituted by deed or instrument expressed to be supplemental hereto either so as to be identical in all respects and form a single series with the Notes or to carry such rights as to interest, redemption and otherwise as the board may think fit.

12.  GOVERNING LAW

12.1   These presents (and any contractual or non-contractual dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this instrument or the constitution of the Notes) shall be governed by and construed in accordance with English law.

12.2   The Company to these presents irrevocably agrees that the courts of England shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any contractual or non-contractual disputes, which may arise out of or in connection with them and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England.

13.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

13.1   Each Noteholder shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce its rights against the Company under the terms of this instrument (subject to clause 12.2).

13.2   Save as provided in clause 12.1, no person other than the parties to this instrument shall be entitled to enforce its rights under this instrument under the Contracts (Rights of Third Parties) Act 1999.

IN WITNESS whereof this instrument has been executed as a deed and has been delivered on the date first above written.

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SCHEDULE 1

Form of Note

Certificate No.	Transfer No.	Date	Nominal Amount
			£_____________________

UNIVERSE BIDCO LIMITED

________________________________________________________

(Incorporated under the Companies Act 2006 and registered in England No. 7289402)

FLOATING RATE (AT 0.25 PER CENT. BELOW SIX MONTH LIBOR PER ANNUM) LOAN NOTES 2015

Issue of £30,000,000 Floating Rate (at 0.25 per cent. below six month LIBOR per annum) Loan Notes 2015 (the "Notes"), created and issued by UNIVERSE BIDCO LIMITED (the "Company") pursuant to the Memorandum and Articles of Association of the Company and a resolution of the board of directors passed on or around 31 August 2010.

THIS IS TO CERTIFY that the undermentioned

is/are the registered holder(s) of the above shown nominal amount of the Notes which are constituted by an instrument made by the Company on  ● 2010 (the "instrument") and are issued with the benefit of and subject to the provisions contained in the instrument and the conditions endorsed hereon.

Interest calculated in accordance with the conditions endorsed hereon is payable half yearly in arrears on 10 March and 10 September in each year.

NAME OF HOLDERS(S)

Executed as a deed by the Company

acting by

__________________________________

Director

__________________________________

Director/Secretary

Notes: (i) Where the context so admits, words and expressions defined in the instrument shall bear the same respective meanings in the conditions endorsed hereon.

(ii) The Notes are transferable in accordance with and subject to the provisions of the instrument in amounts or multiples of £1.  No transfer, whether of the whole or any part of the Notes comprised in this certificate, will be accepted for registration unless accompanied by this certificate and lodged with the Registrars, Equiniti Limited and  

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Equiniti Financial Services Limited, each of whose registered office is Aspect House, Spencer Road, Lancing Business Park, Lancing, West Sussex BN99 6DA.

(iii) This Note has not been and will not be registered under the United States Securities Act of 1933, as amended, nor under any of the relevant securities laws of any province or territory of Japan, Canada or Australia.  Accordingly, unless an exemption under such Act or laws is applicable, this Note may not be offered, sold, delivered or otherwise transferred, directly or indirectly in or into the United States, Japan, Canada or Australia or to or for the account or benefit of any North American person or resident of Japan, Australia or Canada.

(iv) The Notes are repayable in accordance with the conditions endorsed hereon.

(v) A copy of the instrument is available for inspection at the Company's registered office at all reasonable times during office hours.

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SCHEDULE 2

Conditions

1.  FORM AND STATUS   The Notes constitute obligations of the Company and are issued in amounts or integral multiples of £1. The instrument pursuant to which the Notes are issued does not contain any restrictions on borrowing, charging or disposal of assets by the Company or any of its subsidiaries.

2.  REPAYMENT, PREPAYMENT, PURCHASE AND REDEMPTION

2.1   If not previously repaid or purchased, the Notes will be repaid by the Company at par on the first Interest Payment Date falling five years after the date of issue of the Notes together with accrued interest up to and including that date.

2.2   Each Noteholder shall be entitled to require the whole or any part (being £1 in nominal amount or an integral multiple thereof) of the Notes held by him to be repaid at par, together with accrued interest in accordance with condition 2.7 on any Interest Payment Date falling at least six months from the date of issue of the Notes.

2.3   Such right shall be exercisable by the Noteholder concerned completing and signing the Notice of Repayment printed on the Note to be repaid (or by completing such other form as the Directors may approve) and lodging it at the offices of the Registrars on behalf of the Company not less than 30 days before the relevant Interest Payment Date accompanied by such evidence (if any) as the Directors may reasonably require to prove the title of the person requiring repayment.  A Notice of Repayment given to the Company in accordance with this condition shall be irrevocable.  No such notice may be given in respect of any Notes in respect of which notice of redemption has previously been given by the Company.

2.4   Against such delivery, the Company shall on the relevant Interest Payment Date pay to the Noteholder concerned the principal amount of his Note together with accrued interest in accordance with condition 2.7.

2.5   The Company may at any time after six months following the date of the issue of the Notes pursuant to this instrument purchase any Notes by tender (available to all holders alike) or by private treaty at any price (provided that under the terms of the tender offer no Noteholders shall be required to sell any of their Notes to the Company).

2.6   The Company shall be entitled to redeem all (but not some only) of the outstanding Notes at par together with accrued interest in accordance with condition 2.7 on not less than 30 days' prior written notice if, at any time the aggregate amount of all the Notes outstanding is less than £1,500,000, provided that all of the Notes so redeemed have been in issue for more than six months.

2.7   On making any payment of principal to a Noteholder under this condition the Company shall pay to him the interest accrued thereon up to (but excluding) the date of repayment but subject to any deduction or withholding required by law.

3.  EVENTS OF DEFAULT

3.1   Notwithstanding any other provisions of this instrument, each Noteholder shall be entitled to require all or any part (being £1 in nominal amount or any integral multiple thereof) of the Notes held by him to be repaid at par together with accrued interest (after deduction of tax) on or at any time after the occurrence of the following events of default:

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(a)   the Company fails to pay within 30 days of the due date any principal or interest payable in respect of the Notes; or

(b)   an order is made by a court of competent jurisdiction for the winding up or dissolution of the Company or an effective resolution is passed for the winding-up of the Company (otherwise than in each case for the purposes of a solvent amalgamation or reconstruction or a members' voluntary winding up on terms previously approved by Extraordinary Resolution); or

(c)   an encumbrancer takes possession or a trustee, receiver or an administrator or administrative receiver or similar officer is appointed of all or substantially all of the undertaking of the Company and such person has not been paid out or discharged within 30 days; or

(d)   it is or becomes, in the sole opinion of the Company, unlawful for the Company or the Parent to perform any of its obligations under the instrument.

3.2   Such right shall be exercisable by the Noteholder concerned in the manner described in condition 2.3 and thereupon such Notes shall immediately become repayable.

3.3   At any time after the Notes have become repayable under the provisions of this condition, any Noteholder may without notice institute such proceedings as he may think fit to enforce repayment of the Notes.

3.4   The Company shall notify the Noteholders forthwith of the happening of any of the events specified in condition 3.1.

4.  METHOD OF PAYMENT

4.1   Payment of the principal monies and interest payable on the Notes, or any part thereof, may be made by cheque, warrant or money order sent through the post at the risk of the Noteholder to the registered address of the Noteholder or, in the case of joint Noteholders, to the registered address of that one of them who is first named on the Register (or sent to such person and to such address as the Noteholder or joint Noteholders may in writing direct) or for interest payable, by a bank or other funds transfer system.  Every such cheque, warrant or money order shall be made payable to the order of the name(s) of the registered Noteholder(s) and payment of the cheque, warrant or money order shall be a satisfaction of the principal and interest represented thereby.  If the interest payment is made by a bank or other funds transfer, the Company and the Registrar shall not be responsible for amounts lost or delayed in the course of the transfer.

4.2   Except as provided in this instrument or as requested by the relevant Noteholder, all payments made or to be made by the Company under this instrument shall be made in full without set-off or counterclaim and not subject to any condition and free and clear of and without deduction or withholding for or on account of any taxes or any other purpose.

5.  SURRENDER OF CERTIFICATE AND PRESCRIPTION

5.1   Every Noteholder any part of whose Notes are due to be repaid under any of the provisions of these conditions shall, not later than the due date for such repayment, deliver the relevant certificates for such Notes to the Registrars on behalf of the Company or as it shall direct.  Unless payment of the amount due to be repaid has already been made in accordance with condition 4, upon such delivery and against a receipt for the principal moneys payable in respect of the Notes to be repaid, the Company shall pay to the Noteholder the amount payable to him in respect of such repayment in accordance with condition 4. If part only of any Note(s) as evidenced by the relevant certificate so delivered is then due to be repaid, the Company shall either endorse such Note with a memorandum of the date and amount paid to the holder of such Note and retur n it to the

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Noteholder or shall cancel such Note and without charge issue to such Noteholder a new Note for the balance of the principal amount due to him.

5.2   If any Noteholder, any part of whose Notes is liable to be repaid under these conditions, shall fail or refuse to deliver up the forms required under condition 2.3 and/or the certificate(s) for such Notes at the time and place fixed for repayment thereof or should fail or refuse to accept payment of the repayment monies payable in respect thereof, the monies payable to such Noteholder shall be set aside by the Company and paid into a separate interest bearing bank account and held by the Company in trust for such Noteholder and such setting aside shall be deemed for all the purposes of these conditions to be a payment to such Noteholder and the Company shall thereby be discharged from all obligations in connection with such Notes.  If the Company shall place the said monies on deposit at a bank, the Company shall not be responsible for the s afe custody of such monies or for interest thereon. The company may deduct from such interest as the said monies may earn whilst on deposit any expenses reasonably incurred by the Company in connection therewith.  Any amount so paid or deposited, together with accrued interest, will as soon as is reasonably practicable be paid to the Noteholder or his successors upon delivery of the relevant documents referred to above at any time after a period of 6 years from the making of the deposit. Any such amount so paid or deposited which remains unclaimed after a period of 6 years from the making of the payment or deposit, together with any accrued interest, shall revert to the Company notwithstanding that in the intervening period the obligation to pay the same may have been provided for in the books, accounts and other records of the Company.

6.  CANCELLATION   All Notes purchased or repaid by the Company shall be cancelled and shall not be available for reissue.

7.  INTEREST

7.1   Until such time as the Notes are repaid or purchased in accordance with these conditions, the Company will pay interest on the principal amount of each Note (subject to any requirement to deduct tax) twice yearly in arrears on 10 March and 10 September in each year (each, an "Interest Payment Date") in respect of the Interest Period (as defined below) ending on the day immediately preceding those dates, in each case only to persons who are registered as Noteholders at the close of business on the relevant record date, except that the first payment of interest in respect of any Note is payable on 10 March 2011 and is in respect of the period starting on the date of issue of such Note up to (but excluding) 10 March 2011.  In respect of the Notes such period and each subsequent period comm encing on an Interest Payment Date and ending on the date immediately preceding the next Interest Payment Date is referred to as an "Interest Period".

7.2   The "record date" shall mean the close of business on the thirtieth day before the relevant Interest Payment Date or, if such day is not a business day, then the next following business day and every Noteholder shall be deemed for the purposes of these presents to be the holder on such Interest Payment Date of the Notes held by him on such preceding date, notwithstanding any intermediate transfer or transmission of any such Notes.

7.3   If any Interest Payment Date should fall on a day which is not a business day, then for the purpose of the payment of interest and any other payments due to the Noteholder pursuant to condition 2, the Interest Payment Date shall be deemed to be the next business day immediately following such an Interest Payment Date.  This provision shall not affect any Interest Period nor shall it affect the amount of interest (or any other monies) to be paid on any Interest Payment Date.

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7.4   The rate of interest on the Notes for each Interest Period (the "Rate of Interest") will be determined on the basis of the following provisions:

(a)   on the date of the first issue of the Notes (or, if not a business day, the first business day thereafter) and on the first business day of each subsequent Interest Period for such Note(s) ("Interest Determination Date"), the rate of interest on the Notes for each Interest Period will be the rate per annum calculated by the Company to be the higher of zero and 0.25 per cent. below Six Month LIBOR.  "Six Month LIBOR" is defined as the rate per annum for the six months corresponding to the relevant Interest Period quoted at or about 11.00 a.m. (London time) on the applicable Interes t Determination Date that appears on that page of the Telerate Screen which displays British Bankers Association Interest Settlement Rates for deposits of such amount as the Company shall determine having regard to the aggregate principal amount of the Notes then in issue in pounds for such period (such page currently designated as page 3750) or if such page or such service is discontinued, such other page as may replace page 3750 on that service or such other source as may be nominated by the British Bankers Association for the purpose of displaying British Bankers Association Interest Settlement Rates for deposits in pounds sterling; and

(b)   if on any Interest Determination Date, the rate of interest cannot be established in accordance with paragraph 7.4 (a) above, the Rate of Interest for the relevant Interest Period shall be calculated by reference to such rate as the Company shall determine on the basis of quotations made for six month deposits of a similar size and currency in any such other inter-bank market or markets as the Company may select and, if a rate of interest cannot be established in accordance with the foregoing provisions for any succeeding Interest Period, then the rate of interest on the Notes for such Interest Period shall be the same as that applicable to the Notes during the previous Interest Period.

7.5   The amount of interest payable on a Note shall be calculated by applying the Rate of Interest to the principal amount of the Note and multiplying such sum by the actual number of days in the Interest Period concerned divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366 and by rounding up the resultant figure to the nearest penny. The determination by the Company of the Rate of Interest and the Company's calculation of each interest amount shall, in the absence of manifest error, be final and binding.

7.6   Interest on such Notes becoming liable to repayment shall cease to accrue as from the due date for repayment of such Notes unless (and subject to compliance with the condition 5) payment of the monies is not made by the Company in which case interest shall continue to accrue until, but not excluding, the date of actual payment.

7.7   Any interest which remains unclaimed after the period of six years from the date of first payment shall revert to the Company notwithstanding that in the intervening period the obligation to pay the same may have been provided for in the books, accounts and the other records of the Company.

8.  REDEMPTION IN DOLLARS   A Noteholder may, by notice in writing to the Company given at the same time as any Notice of Repayment given pursuant to condition 2.3 elect that the principal amount of the Note(s) the subject of that Notice of Repayment shall be redeemed in US dollars in which event the Company shall on the relevant Interest Payment Date (the "Redemption Date") and in full discharge of its obligations to repay such Note(s) pay to the Noteholder an amount in US dollars obtained by converting the principal amount outstanding of such Note(s) in US dollars (at Barclays Bank plc's spot rate for the purchase of US dollars with sterling certified by Barclays Bank plc as prevailing in Lon don interbank foreign exchange

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market (or such replacement service from time to time) at or about 11.00 a.m. on the date on which the Notice of Repayment is deemed received by the Company (or where that date is not a business day on the immediately preceding business day)) PROVIDED THAT:

(a)   if the amount payable in US dollars hereunder would otherwise exceed an amount in US dollars obtained by converting 100.2 per cent. of the sterling principal amount outstanding of such Note(s) into US dollars at the spot rate for the purchase of US dollars with sterling certified by Barclays Bank plc as prevailing at or about 11.00 a.m. on the Redemption Date the latter amount shall be substituted therefor; and

(b)   if the amount payable in US dollars hereunder would otherwise be less than the amount in US dollars obtained by converting 99.6 per cent. of the sterling principal amount outstanding of such Note(s) into US dollars at the spot rate for the purchase of US dollars with sterling certified by Barclays  Bank plc as prevailing at or about 11.00 a.m. on the Redemption Date the latter amounts shall be substituted therefor.

9.  MODIFICATION

9.1   The provisions of the instrument and the rights of the Noteholders may from time to time be modified, abrogated or compromised in any respect by the Company with the written consent of the holders of not less than 75 per cent. in nominal amount of the Notes then in issue or the sanction of an Extraordinary Resolution of the Noteholders as provided in the instrument.

9.2   The Company may amend the provisions of the instrument without such sanction or consent if, in the opinion of the financial adviser to the Company, such amendment would not be prejudicial to the interest of Noteholders or is of a formal, minor or technical nature or corrects a manifest error.  Any opinion of the financial adviser in this regard shall be arrived at in its absolute discretion and no liability shall attach to it in respect thereof.

10.  REGISTRATION, TRANSFER AND MARKETABILITY

10.1   The Notes are transferable, subject to and in accordance with the provisions of the instrument, in amounts of £1 or integral multiples thereof.

10.2   No application has been or is intended to be made to any listing authority or to any stock exchange for any of the Notes to be listed or otherwise traded.

11.  LOST OR DESTROYED NOTES   If a Note is worn-out, defaced, lost or destroyed it may be renewed on payment of such out-of-pocket expenses of the Company as is reasonable and on such terms (if any) as to evidence and indemnity as the board may reasonably require but so that in the case of defacement or wearing out the defaced or worn-out Note shall be surrendered before a new Note is issued.  An entry as to the issue of a new Note and indemnity (if any) shall be made in the Register.

12.  NOTICE TO NOTEHOLDERS

12.1   Any notice or other document (including certificates for Notes) may be served on a Noteholder by sending the same by post in a prepaid letter addressed to such Noteholder at his registered address, in the United Kingdom or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Company as his address for the service of notices.

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12.2   In the case of joint Noteholders a notice or document served on the Noteholder whose name stands first in the Register shall be sufficient notice to all the joint Noteholders.

12.3   Any notice or other document may be served on the person entitled to a Note in consequence of the death or bankruptcy of any Noteholder by sending the same by post, in a prepaid letter addressed to him by name or by the title of the representative or trustees of such Noteholder, at the address (if any) in the United Kingdom supplied for the purpose by such persons or (until such address is supplied) by giving notice in the manner in which it would have been given if the death or bankruptcy had not occurred.

13.   NOTICES TO THE COMPANY   Any notice, demand or other document (including certificates for Notes and transfers of Notes) may be served on the Registrar (acting on behalf of Company) by sending the same by post in a prepaid letter to the Registrar at Aspect House, Spencer Road, Lancing Business Park, Lancing, West Sussex BN99 6DA or to such other address as the Company may from time to time notify Noteholders.

14.  SERVICE OF NOTICES   Any notice or other document addressed to a Noteholder at his registered address or address for service in the United Kingdom is deemed to be given, if sent by pre-paid first class post, within 24 hours or, if sent by pre-paid second class post, within 48 hours, after the time when it was posted.  In proving such service or receipt it shall be sufficient to prove that the envelope containing the notice or document was properly addressed, stamped and posted. A notice or document not sent by post but left at a Noteholder's registered address (or at another address notified for the purpose) is deemed to have been given on the day it was left.

15.  INSPECTION OF THE INSTRUMENT   A copy of the instrument and the Security Document (as defined in Schedule 6 of the Instrument) shall be kept at the registered office of the Company.  A Noteholder and any person authorised by a Noteholder may at all reasonable times during office hours inspect such copy.

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NOTICE OF REPAYMENT

To:                                                                                              UNIVERSE BIDCO LIMITED (the "Company") c/o Equiniti Limited, whose registered office is Aspect House, Spencer Road, Lancing Business Park, Lancing, West Sussex BN99 6DA United Kingdom

1.   I/We being the registered holder(s) of the notes represented by this certificate hereby give notice that I/we require repayment in the manner set out below  of  all/£● of the notes in accordance with the above conditions.

2.   I/We authorise and request you:

(a)   to make the cheque or warrant payable to me/us; and

(b)   to send it by post at my/our risk to the person whose name and address is set out below or, if none is set out, to the registered address of the sole or first-named holder.

I/We acknowledge that payment of the moneys hereby authorised shall be in full and final satisfaction of the moneys to which I/we become entitled as aforesaid.

3.   I/We hereby authorise the despatch of a certificate for the balance (if any) of the Notes represented by this certificate which is not repaid by post at my/our risk to the person whose name and address is set out below or, if none is set out, to the sole or first-named holder at his/her registered address.

Dated ●●

Signature(s) of Noteholder(s)1

Name2

Address:

(outside the United States, Japan, Canada or Australia)

1 In the case of joint holders ALL must sign.  A body corporate should execute under its common seal or under the hand of some officer or attorney duly authorised in that behalf in which event the Note must be accompanied by the authority under which this Notice is completed.

2 Please insert in BLOCK CAPITALS the name  and address of the person to whom you wish the cheque, warrant or money order and any balance certificate to be sent if it is different from that of the sole or first-named holder.  If the space is left blank, the cheque, warrant or money order and any balance certificate will be sent to the registered address of the sole or first-named Noteholder.

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SCHEDULE 3

Provisions as to the Register

1.  REGISTER OF NOTES

1.1   The Company shall cause a register to be maintained at the offices of the Registrars on behalf of the Company (or at such other place as the Company may specify in accordance with the Companies Act 2006) showing the amount of the Notes for the time being issued, the date of issue and the amount of Notes for the time being outstanding, the names and addresses of the Noteholders, the nominal amounts of the Notes held by the Noteholders respectively and all transfers or changes of ownership of the Notes.

1.2   Any change of name or address on the part of any holder of Notes shall forthwith be notified by the holder to the Company and the Company shall alter the Register accordingly.

2.  RECOGNITION OF NOTEHOLDER AS ABSOLUTE OWNER

2.1   Except as required by law, the Company will recognise the registered holder of any Notes as the absolute owner thereof and shall not (except as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust, whether express, implied or constructive, to which any Notes may be subject and the Company may accept the receipt of the registered holder for the time being of any Notes, or in the case of joint registered holders the receipt of any of them, for the principal monies payable in respect thereof or for the interest from time to time accruing due in respect thereof or for any other moneys payable in respect thereof as a good discharge to the Company notwithstanding any notice it may have whether express or otherwise of the right, title, interest or claim of any other person to or in such Notes, interest or moneys.

2.2   If a warrant in payment of any amounts due to the registered holders of any Notes, made payable and despatched in accordance with the conditions, is encashed such encashment shall be deemed to be a good discharge to the Company notwithstanding any notice it may have whether express or otherwise of the right, title, interest or claim of any other person to or in such moneys.

2.3   No notice of any trust, express, implied or constructive, shall (except as by statute provided or as required by order of a court of competent jurisdiction) be entered in the Register in respect of any Notes.

3.  EXCLUSION OF EQUITIES   The Company will recognise every holder of Notes as entitled to his Notes free from any equity, set-off or cross-claim on the part of the Company against the original or any intermediate holder of the Notes.

4.  TRANSFERABILITY OF NOTES

4.1   Subject to paragraph 4.7, a Noteholder will be entitled (subject as hereinafter provided) to transfer his entire holding of Notes or any part (in amounts or integral multiples of £1) by an instrument in writing in the usual or common form or such other form as the Company may accept.  There shall not be included in any instrument of transfer any notes other than the Notes constituted by the instrument.

4.2   Every instrument of transfer must be signed by the transferor (or the executor thereof) or where the transferor is a corporation given under its common seal or signed on its behalf by a duly authorised officer or agent and the transferor shall remain the owner of the Notes to be transferred until the name of the transferee is entered in the Register in respect thereof.

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4.3   Every instrument of transfer must be lodged for registration at the place where the Register shall for the time being be kept accompanied by the certificate for the Notes all or part of the nominal amount of which is to be transferred and such other evidence as the Directors or other officers of the Company authorised to deal with transfers may require to prove the title of the transferor or his right to transfer the Notes and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person signing the same.

4.4   No assignment, transfer, sale or other disposal of any holding of Notes will be registered during the 30 days preceding an Interest Payment Date or a date by which a payment in respect of interest or principal is required to be made by the Company.

4.5   No transfer shall be registered of any Notes in respect of which a repayment notice has been given by a Noteholder in accordance with condition 2.2 or a redemption notice has been given by the Company in accordance with condition 2.6.

4.6   All instruments of transfer which shall be registered may be retained by the Company.

4.7   The Notes may not be transferred other than:

(a)   following the expiry of the Forty Day Period;

(b)   to or between any spouse, former spouse, civil partner, child (including any stepchild or adopted child) of a Noteholder or lineal descendent of any of these;

(c)   to the trustees of a trust of which the principal beneficiaries (and only people capable of being beneficiaries) are the Noteholder who established the trust and who is transferring the relevant Notes, and/or the persons referred to in paragraph (b) above;

(d)   on the death or bankruptcy of the Noteholder; and

(e)   with the prior written consent of the Company, in each case subject to and in accordance with the provisions of this instrument and in amounts of £1 or integral multiples thereof. Any purported transfer of a Note or a beneficial interest therein not in accordance with this clause 4.7 shall be null and void ab initio.

5.  NO FEE FOR REGISTRATION OF TRANSFERS   No fee shall be charged for the registration of any transfer or for the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any Notes.

6.  DEATH OR BANKRUPTCY OF NOTEHOLDERS

6.1   The executors or administrators of a deceased Noteholder (not being one of several joint holders) shall be the only persons recognised by the Company as having any title to or interest in such Note.

6.2   In the case of the death of any of the joint holders of a Note the survivors or survivor will be the only persons or person recognised by the Company as having any title to or interest in such Note.

6.3   Any person becoming entitled to Notes in consequence of the death or bankruptcy of any Noteholder or of any other event giving rise to the transmission of such Notes by operation of law may, upon producing such evidence that he sustains the character in respect of which he proposes to act under this paragraph or of his title as the Directors

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shall think sufficient, be registered himself as the holder of the Note or subject to the preceding paragraphs may transfer the Note.

7.  RECEIPT OF JOINT HOLDERS   If several persons are entered in the register as joint registered holders of any Notes then, without prejudice to paragraph 2 above, the receipt of any one of such persons for any interest or principal or other monies payable in respect of such Notes shall be as effective a discharge to the Company as if the person signing such receipt were the sole registered holder of such Notes.

8.  THE REGISTER

8.1   A Noteholder and any person authorised by him may at all reasonable times during office hours inspect the Register and upon payment of a reasonable charge take copies of, or extracts from, the Register or any part of it.

8.2   The Register may be closed by the Company for such periods and at such times (not exceeding 30 business days in any one year) as it may think fit and during such period the Company shall be under no obligation to register transfers of the Notes.

9.  REPLACEMENT OF CERTIFICATES   If the certificate for any Notes is lost, worn-out, defaced or destroyed, it may be renewed, on such terms (if any) as to evidence and indemnity as the Directors may reasonably require, but so that in the case of defacement or wearing out the defaced or worn-out certificate shall be surrendered before the new certificate is issued.

10.  RISK TO NOTEHOLDERS   All certificates, other documents and remittances sent through the post shall be sent at the risk of the Noteholders entitled thereto.

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SCHEDULE 4

Form of Parent Company Guarantee

THIS GUARANTEE is made on ● 2010

BY:

URS CORPORATION a Delaware Corporation whose registered office is at 600 Montgomery Street, 26th Floor, San Francisco, CA 94111 (the "Parent")

WHEREAS:

This guarantee is supplemental to the Instrument (as defined below).

THE PARENT AGREES AS FOLLOWS:

11.  INTERPRETATION

11.1   Unless otherwise defined herein, words defined in the Instrument (as defined below) shall bear the same meaning when used in this guarantee.

11.2 In this guarantee: "Company" means Universe Bidco Limited (CRN 07289402), a subsidiary of the Parent; "Company's Obligations" has the meaning given to it in clause 2.1(a) (Guarantee); "Instrument" means the loan note instrument entered into by the Company and dated on or about the date hereof; and "Guarantee Obligations" has the meaning given to it in clause 3 (Continuing Security).

12.  GUARANTEE   The Parent irrevocably and unconditionally:

(a)   guarantees to the Noteholders the punctual performance by the Company of its obligations under the Instrument to pay to the Noteholders the principal amount of the Notes, together with all interest due and payable thereon (the "Company's Obligations"); and

(b)   undertakes that whenever the Company does not pay any amount comprised in the Company's Obligations when due, the Parent will immediately on demand pay that amount as if it were the principal obligor.

13.  CONTINUING SECURITY   The obligations of the Parent under clause 2 (Guarantee) (the "Guarantee Obligations") are a continuing security and will extend to the ultimate balance of the Company's Obligations regardless of any intermediate payment or discharge in whole or part;

14.  NOTEHOLDERS' PROTECTIONS

14.1   The Guarantee Obligations shall not be discharged, diminished or in any way affected as a result of any of the following (whether or not known to the Parent or the Noteholders):

(a)   any concession, time, consent or waiver given to, or composition made with, the Company or any other person;

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(b)   any amendment to, renewal, determination, transfer, substitution or replacement of the Instrument (however fundamental);

(c)   any purported obligation of the Company or any other person to the Noteholders becoming wholly or in part void, invalid, illegal or unenforceable for any reason;

(d)   any incapacity, lack of power, authority or legal personality or any change in the constitution of, or any amalgamation or reconstruction of, the Company, the Noteholders or any other person; or

(e)   any insolvency or similar proceedings.

14.2   The Parent waives any right it may have of first requiring the Noteholders to proceed against or enforce any rights or security or claim payment from any person before claiming from it under this guarantee.

15.  NO COMPETITION

15.1   Until all the Company's Obligations have been irrevocably paid and discharged in full, the Parent will not exercise any rights which it may have:

(a)   to exercise or enforce any of its rights of subrogation, indemnity or contribution against the Company;

(b)   to bring legal or other proceedings for any order requiring the Company to make any payment or perform any obligation in respect of which this guarantee has been provided ; or

(c)   to claim or prove in a liquidation or other insolvency proceeding of the Company in competition with the Noteholders.

16.  PAYMENTS

16.1   All payments to be made by the Parent under this guarantee are to be made to the Noteholders:

(a)   in immediately available cleared funds in the same currency in which the sums comprised in th e Company's Obligations are denominated to the account each Noteholder specifies for this purpose; and

(b)   in full without set-off or counterclaim and not subject to any condition and free and clear o f and without deduction or withholding for or on account of any taxes or any other purpose.  If any deduction or withholding from any payment is required by law then the Parent will promptly pay to the Noteholders an additional amount being the amount required to procure that the aggregate net amount received by the Noteholders will equal the full amount which would have been received by it had no deduction or withholding been made.

17.  CANCELLATION   The Parent shall be entitled to cancel this guarantee in accordance with the terms of clauses 6.2 and 6.3 of the Instrument.

18.  MISCELLANEOUS

18.1   For the avoidance of doubt, this instrument is not a demand guarantee or performance bond and the Parent shall be entitled to raise defences to its liability hereunder save for whether those defences have been expressly excluded by the terms of this guarantee.

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18.2   No failure or delay by any Noteholder in exercising any right under this guarantee shall operate as a waiver of that right nor shall any single or partial exercise of any right  preclude any other or further exercise of that or any other right.

18.3   If any provision of this guarantee is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way.

19.   GOVERNING LAW   This guarantee shall be governed by and construed in all respects in accordance with English law and the Parent agrees that the courts of England shall have non-exclusive jurisdiction to hear and decide any suit, action or proceedings and/or to settle any contractual or non-contractual disputes, which may arise out of or in connection with this guarantee and, for these purposes, the Parent irrevocably submits to the jurisdiction of the courts of England.

IN WITNESS whereof this instrument has been executed as a deed on the date first above written.

Signed as a deed on behalf of URS CORPORATION acting by:	) ) ) )
Name: Title:
Who, in accordance with the laws of that territory, is acting under the authority of the company.

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SCHEDULE 5

Provisions for meetings of Noteholders

20.  CALLING OF MEETINGS   The Company at any time may, and shall upon the request in writing signed by Noteholders holding not less than one-tenth in nominal value of the Notes for the time being outstanding, convene a meeting of the Noteholders.  Every such meeting and every adjourned meeting shall be held at the registered office of the Company for the time being or such other place as the Company may specify.

21.  NOTICE OF MEETINGS   At least 21 days' notice (exclusive of the day on which the notice is given or deemed to be given and the day on which the meeting is to be held) specifying the day, time and place of meeting shall be given to the Noteholders of any meeting of the Noteholders.  Any such notice shall specify the terms of the resolutions to be proposed and shall include a statement to the effect that proxies may be appointed in accordance with the provisions of paragraph 15 of this schedule.  No amendment (other than an amendment to correct a typographical or manifest error) may subsequently be made to the resolution(s) specified in the notice of meeting.  The accidental omission to give notice to, or the non-receipt of notice by, any of the Noteholders shall not invalidate the proceedings at any meeting.

22.  CHAIRMAN OF MEETINGS   Such person (who may, but need not, be a Noteholder) nominated in writing by the Company shall be entitled to take the chair at every such meeting or adjourned meeting.  If at any meeting or adjourned meeting no person shall be nominated or the person nominated shall not be present within 15 minutes after the time appointed for the holding of such meeting or adjourned meeting the Noteholders present shall choose one of their number to be chairman.

23.   QUORUM AT MEETINGS   At any such meeting two or more persons present in person (not being the Company, any person directly or indirectly under the control of the Company or any nominees thereof) or by proxy holding Notes or being proxies and being or representing in the aggregate the holders of not less than one-tenth in nominal amount of the Notes then outstanding and not held by or on behalf of the Company shall form a quorum for the transaction of business and no business (other than the choosing of a chairman) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business.

24.  ABSENCE OF QUORUM   If within half an hour from the time appointed for any such meeting a quorum is not present, the meeting shall, if convened upon the requisition of Noteholders, be dissolved.  In any other case, the meeting shall stand adjourned for such period, not being less than 14 days nor more than 42 days, and to such time and place as may be appointed by the chairman.  At such adjourned meeting two or more persons present in person or by proxy (not being the Company, any person directly or indirectly under the control of the Company or any nominee thereof) holding Notes or being proxies (whatever the nominal amount of the Notes which they hold or represent) shall form a quorum and shall have the power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting.

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25.  NOTICE OF ADJOURNED MEETINGS   At least ten days' notice of any meeting adjourned through want of a quorum shall be given in the same manner as of an original meeting and such notice shall state the quorum required at such adjourned meeting.  Subject as aforesaid it shall not be necessary to give any notice of an adjourned meeting.

26.  ADJOURNMENT OF MEETINGS   The chairman may with the consent of (and shall if directed by) any meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

27.  RESOLUTION ON A SHOW OF HANDS OR POLL   Every question submitted to a meeting shall be decided in the first instance by a show of hands, and unless a poll is demanded (before or on the declaration of the result of the show of hands) by the chairman, the Company or by one or more persons holding Notes or being proxies and being or representing in the aggregate the holders of not less than one-twentieth of the nominal amount of the Notes then outstanding and not held by or on behalf of the Company, a declaration by the chairman that the resolution has been carried, or carried by a particular majority, or lost, or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

28.  MANNER OF TAKING POLL If at any meeting a poll is so demanded it shall be taken in such manner and, subject as hereinafter provided, either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll.  The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

29.  TIME FOR TAKING POLL   Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment.

30.  PERSONS ENTITLED TO ATTEND AND VOTE   Any persons duly authorised by the Company including without limitation the Directors, the secretary or the Company's auditors or legal or financial advisers shall be entitled to attend and speak at any meeting of the Noteholders and any other person authorised in that behalf by the Directors.  Save as aforesaid no person shall be entitled to attend or vote at any meeting of the Noteholders unless he is registered as a holder of Notes or he produces written evidence of his appointment as a representative pursuant to paragraph 20 or is a proxy.  No votes may be exercised in respect of Notes held by or for the account of the Company or anyone directly or indirectly under the control of it, but this shall not prevent any proxy from being a director, officer or representative of, or otherwise connected with the Com pany.

31.  VOTES

31.1   Subject as provided in paragraph 11 above, at any meeting:

(a)   on a show of han ds every Noteholder who (being an individual) is present in person or by proxy or (being a corporation) is present by its representative duly

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authorised in ac cordance with paragraph 20 below or its proxy, shall have one vote; and

(b)   on a poll every person who is so present shall have one vote in respect of every £1 nominal of Notes of which he is the holder or in respect of which he is a proxy or a representative.

31.2   Without prejudice to the obligations of any proxies any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

32.  VOTES OF JOINT HOLDERS   In the case of the joint holders of Notes the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the name stands in the Register.

33.  CASTING VOTE OF CHAIRMAN   In the case of an equality of votes, the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Noteholder or as a proxy or as a representative.

34.  APPOINTMENT OF PROXY

34.1   Proxies named in any Form of Proxy (as defined below) or block voting instruction need not be Noteholders.

34.2   A Noteholder may by instrument in writing (a "Form of Proxy") appoint a proxy.  The Form of Proxy shall be signed by the appointor or his attorney duly authorised in writing or if the appointor is a corporation either under the common seal or under the hand of an officer or attorney so authorised.  The Company may, but shall not be bound to, require evidence of the authority of any such officer or attorney.

34.3   A Form of Proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority shall be deposited at such place as the Company may, in the notice convening the meeting, direct or, if no such place is appointed, then at the registered office of the Company not less than 48 hours before the time appointed for holding the meeting at which the person named in the Form of Proxy proposes to vote and in default the Form of Proxy shall not be treated as valid.  No Form of Proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution.

34.4   A Form of Proxy may be in any usual or common form or in any other form which the Company shall approve.  A proxy shall, unless the contrary is stated therein and subject to paragraph 15.3 above and paragraph 15.5 below, be valid as well for any adjournment of the meeting as for the meeting to which it relates and need not be witnessed.

34.5   A vote given in accordance with the terms of a Form of Proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at its registered office before the commencement of the meeting or adjourned meeting for the time being at which the proxy is used.

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35.  POWERS OF MEETINGS OF NOTEHOLDERS

35.1   A meeting of the Noteholders shall in addition to all other powers (but without prejudice to any powers conferred on other persons in the instrument) have the following powers exercisable only by Extraordinary Resolution namely:

35.2   to sanction any proposal by the Company for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders against the Company whether such rights shall arise under the conditions, the instrument or otherwise;

35.3   to sanction any proposal by the Company for the exchange or substitution for the Notes of, or the conversion of the Notes into, other obligations or securities of the Company or any other person or entity;

35.4   to assent to any modification or abrogation of the conditions and of the provisions of these presents which shall be proposed by the Company and to authorise the Company to execute an instrument in substitution to this instrument embodying any such modification or abrogation; and

35.5   to appoint any persons (whether Noteholders or not) as a committee or committees to represent the interests of the Noteholders and to confer upon such committee or committees any powers or discretions which the Noteholders could themselves exercise by Extraordinary Resolution.

36.   EXTRAORDINARY RESOLUTION BINDING ON ALL NOTEHOLDERS   An Extraordinary Resolution passed at a meeting of the Noteholders duly convened and held in accordance with this instrument shall be binding upon all the Noteholders whether present or not at such meeting and each of the Noteholders shall be bound to give effect thereto accordingly.  The passing of any such resolution shall be conclusive evidence that the circumstances of any such resolution justify the passing thereof.

37.   DEFINITION OF EXTRAORDINARY RESOLUTION   The expression "Extraordinary Resolution" when used in this instrument means a resolution passed at a meeting of the Noteholders duly convened and held in accordance with the provisions contained herein by a majority consisting of not less than three-quarters of the persons voting thereat upon a show of hands or, if a poll is demanded, then by a majority consisting of not less than three-quarters of the votes cast thereon.

38.  MINUTES OF MEETINGS   Minutes of all resolutions and proceedings at every meeting shall be made and duly entered in books to be from time to time provided for that purpose by the Company and any such minutes, if they purport to be signed by the chairman of the meeting at which such resolutions were passed or proceedings were transacted or by the chairman of the next succeeding meeting of the Noteholders, shall be conclusive evidence of the matters therein contained and, until the contrary is proved, every meeting in respect of which minutes of the proceedings have been made and signed as aforesaid shall be deemed to have been duly held and convened and all resolutions passed or proceedings transacted thereat to have been duly passed and transacted.

39.  CORPORATE REPRESENTATIVES   Any company or corporation which is a holder of Notes may by resolution of its directors or other governing body authorise any person to act as its representative at any meeting of Noteholders and such representative shall be entitled to exercise the same powers on

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behalf of the company or corporation which he represents as if he were the holder of Notes.

40.  RESOLUTIONS IN WRITING   A resolution in writing proposed by the Company and signed by the holders of not less than three-quarters in nominal amount of the Notes then in issue (other than Notes held by or for the account of the Company) shall have effect in the same manner as an Extraordinary Resolution of Noteholders duly passed at a meeting duly convened and held.  Such resolution in writing may be contained in one document or in several documents in like form, each signed by one or more Noteholders.

41.  CONSENT OF COMPANY   Notwithstanding anything in this instrument to the contrary, no resolution shall be effective which would increase any obligation of the Company under the instrument without the written consent of the Company.

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SCHEDULE 6

ROLE OF THE SECURITY TRUSTEE

In this Schedule 6 the following words and expressions shall have the following meanings, unless the context requires otherwise:

"Account" means the account of the Company with the Account Bank now numbered 0070114471 as the same may be replaced or renumbered from time to time;

"Account Bank" means BNP Paribas Securities Services;

"Charged Property" means the assets charged and/or assigned to the Security Trustee by the Security Document;

"Deposit" means all monies in any currency together with all interest and other sums accruing thereon from time to time standing to the credit of the Account and all of rights of the Company in relation thereto;

"Indebtedness" means all money or liabilities due, owing or incurred to any Noteholder by the Company under the instrument or the Notes at present or in the future together with all interest accruing thereon except for any money or liability which, if it were so included, would cause the infringement of section 678 of the Companies Act 2006;

"Loan Note Documents" means the instrument and the Security Document;

"Majority Noteholders" means Noteholders representing three-quarters in nominal amount of the Notes then in issue; and

"Security Document" means the deed of assignment of cash deposit agreement between the Company and the Security Trustee dated on or about the date of this instrument for the benefit of the Noteholders;

1.  ROLE OF THE SECURITY TRUSTEE

1.1  The Security Trustee

(a)   The Security Trustee shall hold the Deposit on trust for and on behalf of the Secured Parties on the terms contained in the Loan Note Documents;

(b)   The Security Trustee may exercise the rights, powers, authorities and discretions specifically given to it under or in connection with the Loan Note Documents together with any other incidental rights, powers, authorities and discretions (including the power to give good discharge for any moneys payable under the Security Document); and

(c)   The Security Trustee shall hold the benefit of the Security Document on trust for the Secured Parties and, save to the extent prohibited by law, will apply all payments and other benefits received by it under the Security Document in accordance with the Loan Note Documents.

1.2  Duties of the Security Trustee

(a)   The Security Trustee shall have only those duties, obligations and responsibilities expressly specified in the Loan Note Documents and shall not have any implied duties, obligations or responsibilities, other than to act at all times in the best interests of the Secured Parties.

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(b)   Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee in relation to the trusts created by the instrument or any other Loan Note Document.

1.3  No Fiduciary Duties

(a)   Nothing in the instrument constitutes the Security Trustee as a trustee or fiduciary of any other person, except to the extent specifically provided in the Security Document and the instrument in relation to the Noteholders.

(b)   The Security Trustee shall not be bound to account to any Noteholder for any sum or the profit element of any sum received by it for its own account.

1.4  Majority Noteholders' Instructions

(a)   Unless a contrary indication appears in a Loan Note Document, the Security Trustee shall:

(i)   exercise any right, power, authority or discretion vested in it as Security Trustee in accordance with any written instructions given to it by the Majority Noteholders (or, if so instructed by the Majority Noteholders, refrain from exercising any right, power, authority or discretion vested in it as Security Trustee); and

(ii)   not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with a written instruction of the Majority Noteholders.

(b)   Unless a contrary indication appears in a Loan Note Document, any written instructions given by the Majority Noteholders will be binding on all parties to the Loan Note Documents.

(c)   The Security Trustee may refrain from acting in accordance with the written instructions of the Majority Noteholders until it has received such indemnity and/ or security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

(d)   In the absence of written instructions from the Majority Noteholders, the Security Trustee may act (or refrain from taking action) as it considers to be in the best interest of the Noteholders.

(e)   The Security Trustee is not authorised to act on behalf of a Noteholder (without first obtaining that Noteholder's consent) in any legal or arbitration proceedings relating to any Loan Note Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Document or enforcement of the security constituted by the Security Document.

1.5  Rights, Discretions and Powers of the Security Trustee

(a)   The Security Trustee may rely on:

(i)   any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

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(ii)   any statement made by a director, authorised signatory or employee of any person regarding any matters which may be assumed to be within his knowledge or within his power to verify.

(b)   The Security Trustee may engage, pay for and rely on the advice or any other services of any lawyers, accountants, paying agents or other experts or service providers and will not be liable for doing so provided that at all times the Security Trustee believes that to do so is in the best interests of the Secured Parties (as defined in the Security Document). Advice may be obtained by any medium and does not have to be addressed to the Security Trustee.

(c)   Any certificate or report of any expert called for by or provided to the Security Trustee (whether or not addressed to the Security Trustee) in accordance with or for the purposes of its obligations may be relied upon by the Security Trustee as sufficient evidence of the facts stated therein notwithstanding that such certificate or report and/or any engagement letter or other document entered into by the Security Trustee in connection therewith contains a monetary or other limit on the liability of such expert in respect thereof and notwithstanding that the scope and/or basis of such certificate or report may be limited by any engagement or similar letter or by the terms of the certificate or report itself.

(d)   The Security Trustee may assume (unless it has received notice to the contrary in its capacity as Security Trustee for the Noteholders) that:

(i)   no default in payment of all or any of the monies outstanding under the Loan Note Documents on its due date for payment has occurred;

(ii)   any right, power, authority or discretion vested in any party to the Loan Note Documents has not been exercised; and

(iii)   any notice or request made by the Company is made on behalf of and with the consent and knowledge of all the relevant parties.

(e)   The Security Trustee may act in relation to the instrument and the Security Document through its personnel, delegates and agents (on the basis that the Security Trustee may extend the benefit of any indemnity received by it under the instrument to its personnel, delegates and agents).

(f)   The Security Trustee may disclose to any other party to the Loan Note Documents any information it believes it has received as Security Trustee under the Loan Note Documents.

(g)   Notwithstanding any other provision of any Loan Note Document to the contrary, the Security Trustee is not obliged to do or omit to do anything if it would or might in its  opinion constitute a breach of any law or a breach of a fiduciary duty or duty of confidentiality.

(h)   The Security Trustee may accept without enquiry any title which the Company may have to any asset intended to be the subject of the security created by the  Security Document.

(i)   If the Security Trustee is to grant its consent pursuant to the terms hereof or any of the Loan Note Documents, the Security Trustee may grant or withhold its consent or approval as it sees fit taking into account what the Security Trustee believes to be the interests of the Secured Parties.

(j)   In respect of all the powers, authorities and discretions vested in the Security Trustee by or pursuant to any Loan Note Document to which the Security Trustee is a party or conferred upon it by operation of law, (i) the Security Trustee shall (save

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as otherwise expressly provided herein) have discretion as to the exercise or non-exercise thereof and shall have full power to determine all questions and doubts arising in relation thereto and (ii) every exercise or non-exercise or determination (whether made upon a question actually raised or implied in the acts or proceedings of the Security Trustee) relating thereto by the Security Trustee shall be conclusive and shall bind the Security Trustee and the Secured Parties and (iii) the Security Trustee shall not be responsible for any loss, costs, damages, expenses or inconvenience that may result from the exercise or non-exercise thereof or the determination in relation thereto.

(k)   The Security Trustee needs not expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers or otherwise in connection with any Loan Note Document forming any opinion or employing any legal, financial or other adviser), if it determines in its discretion that repayment of such funds or adequate indemnity against such risk or liability is not assured to it.

(l)   The Security Trustee shall not be responsible or liable to any person for (i) the nature, status, creditworthiness or solvency of the Company or any other person or entity who has at any time provided any security or support whether by way of guarantee, charge or otherwise in respect of any advance made to the Company; (ii) any action or failure to act, or the performance or observance of any provision of any Loan Note Document or any document entered into in connection therewith, by the Company or any other party to such documents; and (iii) any statements, warranties or representations of any party (other than those relating to or provided by it) contained in any Loan Note Document or document entered into in connection therewith (and may, absent actual knowledge to the contrary) rely on the accuracy and correctness thereof.

(m)   Unless otherwise provided herein specifically, the Security Trustee shall be under no obligation to monitor or supervise the functions of any person in respect of the Notes, any of the Loan Note Documents or any other Deed or document relating to the transactions herein or therein contemplated and shall be entitled, in the absence of actual knowledge of a breach of obligation, to assume that each such person is properly performing and complying with its obligations.

(n)   No Security Trustee and no director or officer of any corporation which is a Security Trustee hereof shall by reason of the fiduciary position of such Security Trustee be in any way precluded from making any contracts or entering into any transactions in the ordinary course of business with the Company or any person or body corporate directly or indirectly associated with the Company, or from accepting the Trusteeship of any other securities of the Company or any person or body corporate directly or indirectly associated with the Company, and neither the Security Trustee nor any such director or officer shall be accountable to the Company or any Secured Party for any profit, fees, commissions, interest, discounts or share of brokerage earned, arising or resulting from any such contracts or actions and the Security Trustee and any such director or officer shall be at libert y to retain the same for its or his own benefit.

(o)   Subject to the provisions of the Loan Note Documents, the Security Trustee may at its discretion and without further notice, take such actions and institute such proceedings as it thinks fit to enforce its rights under the Loan Note Documents in respect of the Notes, provided always that it shall not be bound to do so unless it is indemnified and/or secured to its satisfaction against all liabilities to which it may thereby become liable or which it may incur by so doing.

(p)   The Security Trustee shall not be responsible for failing to request, require or receive any legal opinion or, to the extent the Security Trustee does request,

29

require or receive a legal opinion shall not be responsible for not commenting on any such legal opinion.

(q)   The Security Trustee may withhold tax if required to do so by law and may deduct amounts from sums held by it to pay any such taxes due.

(r)   The Security Trustee shall not be required to do anything which may be illegal or contrary to any applicable law or regulation.

1.6   Responsibility for Documentation   The Security Trustee is not responsible for:

(a)   the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Company, or any other person given in or in connection with any Loan Note Document or the transactions contemplated in the Loan Note Documents; or

(b)   the legality, validity, effectiveness, adequacy or enforceability of any Loan Note Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Loan Note Document; and the Security Trustee Shall not have any responsibility or have any duty to make any investigation in respect of any of the foregoing.

1.7  Exclusion of Liability

(a)   Without limiting paragraph (b) below, the Security Trustee will not be liable for any action taken by it under or in connection with any Loan Note Document, unless directly caused by its gross negligence or wilful default.

(b)   No party to the Loan Note Documents (other than the Security Trustee) may take any proceedings against any officer, employee or agent of the Security Trustee in respect of any claim it might have against the agent or in respect of any act or omission of any kind by that officer, employee or Security Trustee in relation to any Loan Note Document and any officer, employee or agent of the Security Trustee, may rely on this clause.

(c)   The Security Trustee will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Loan Note Documents (or any other instrument or instruction) to be paid by the Security Trustee if the Security Trustee has taken all necessary steps as soon as practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Trustee for that purpose.

(d)   The Security Trustee shall not be liable for any failure of any party to any Loan Note Document, other than the Security Trustee, duly and punctually to observe and perform their respective obligations under any Loan Note Document.

1.8  Company's Indemnity to the Security Trustee

(a)   The Company covenants with and undertakes fully to indemnify the Security Trustee in respect of all proceedings (including, without limitation, claims and liabilities in respect of taxes other than on its own overall net income), claims and demands and all losses, interest, fees, actions, penalties, costs damages, charges, expenses (including legal costs and expenses) and liabilities which it (or any of its employees, directors or officers, attorneys, agents, delegates or other persons appointed by it, including but not limited to any Receiver, to whom any trust power authority or discretion may be delegated by it in the execution or purported

30

execution of the trusts, rights, remedies, powers, authorities or discretions vested in it by or pursuant to any of the Loan Note Documents) may suffer or to which it may become liable or which may be suffered or incurred by it (or any such person as aforesaid) in respect of any matter or thing done or omitted in any way relating to any of the Loan Note Documents or in consequence of any payment in respect of the obligations secured by the Security Document (whether made by the Company or another person) being declared void for any reason whatsoever, save where such proceedings, claims demands, losses, interest, fees, actions, penalties, costs, charges, expenses or liabilities arise as a result of the gross negligence or wilful misconduct by the person claiming to be entitled to be indemnified. To the extent this Clause confers rights on a third party, the Security Trustee shall hold the benefit of the clause for that third party.

(b)   The Company covenants with and undertakes to each of the Security Trustee, the other Secured Parties and each Receiver to pay the amounts payable under this Clause and all other amounts from time to time payable to such parties pursuant to this deed on demand or, in the case of the remuneration or fees payable to the Security Trustee under this Deed, on the next Interest Payment Date.

(c)   The indemnities in this deed constitute separate and independent obligations from the other obligations in this deed, shall give rise to separate and independent causes of action, shall apply irrespective of any indulgence granted by the Security Trustee or any Noteholder and will continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this deed or in respect of the Notes or any other judgment or order.

1.9  Payment of Remuneration   The Company shall pay to the Security Trustee remuneration for its services as trustee as from the date of this Trust Deed at such times and at such rate as may from time to time be agreed between the Company and the Security Trustee.

1.10  Disputes   In the event of the Security Trustee and the Company failing to agree the amount of the remuneration payable in accordance with clause 1.9 (Payment of Remuneration), such matters shall be determined by a merchant bank (acting as an expert and not as an arbitrator) selected by the Security Trustee and approved by the Company or, failing such approval, nominated (on the application of the Security Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and fees of such merchant bank being payable by the Company) and the determination of any such merchant bank shall be final and binding upon the Security Trustee and the Company.

1.11  Company's obligations

(a)   The Company shall pay any stamp, issue, registration, documentary and other fees, duties and taxes, payable in connection with delivery and execution of the Loan Note Documents.

(b)   The Company shall promptly give the Security Trustee written notice of an event of default under the Loan Note Documents.

(c)   The Company shall provide to the Security Trustee a copy of any notice given to the Noteholders.

(d)   The Company, on request by the Security Trustee, shall supply to the Security Trustee such information and evidence as it requires for the discharge of its duties.

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(e)   The Company, on request by the Security Trustee, shall provide to the Security Trustee a certificate of the Company as evidence to any fact or matter.

1.12   Resignation of the Security Trustee

(a)   The Security Trustee may resign without having to give a reason by giving notice to the Noteholders and the Company, in which case the Majority Noteholders (in consultation with the Company) may appoint a successor Security Trustee.

(b)   If a successor Security Trustee has not been appointed in accordance with paragraph (a) above within 30 days after notice of resignation was given, the Security Trustee (after consultation with the Company) may appoint a successor Security Trustee.

(c)   The retiring Security Trustee shall co-operate with the successor Security Trustee in order to ensure that its functions are transferred to the successor Security Trustee without disruption to the service provided to the Noteholders and the Company and promptly make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may request for the purposes of performing its functions as Security Trustee under the Loan Note Documents, provided any costs in doing so shall be met in full by the Company.

(d)   The Security Trustee's resignation notice shall only take effect upon the appointment of a successor (and upon the execution of all deeds and documents necessary to substitute the successor as holder of the security comprised in the Security Document).

(e)   Upon the retiring Security Trustee's notice taking effect in accordance with paragraph (a) above, the retiring Security Trustee shall be discharged from any further obligation in respect of the Loan Note Documents but shall remain entitled to the benefit of this clause 1.9. Its successor and each of the other parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party.

(f)   After consultation with the Company, the Majority Noteholders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (a) above.

1.13  Release of Security   After all the Indebtedness has been paid in full and irrevocably discharged the Security Trustee and the Noteholders shall, at the request and cost of the Company, take any action which may be necessary to release the Charged Property from the security created by the Security Document.

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Executed as a deed by UNIVERSE BIDCO LIMITED acting by ……………………………………………………………:	) ) ) )
Signature of director Signature of witness Name of witness Address of witness Occupation of witness		/s/ Thomas W. Bishop /s/ Samantha Castle Miss. Samantha Castle 8 Wheeler Place Beaconsfield Bucks HP91G4, UK PA to CEO

Notice Details

Address:

Facsimile:

Attention:

EXECUTED and DELIVERED as a DEED by: BNP PARIBAS TRUST CORPORATION UK LIMITED in the presence of:	) ) ) )
Signature of duly authorised signatory Signature of witness Name of witness Address of witness Occupation of witness		/s/ Andrew Brown /s/ Carl Baldry Carl Baldry 55 Moorgate London EC2 Banker

Notice Details

Address:                      55 Moorgate London EC2R GPA

Facsimile:                      +44 207 595 5078

Attention:                      The Directors

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EX-10.2

EXHIBIT 10.2 

 DATED 1995

(1)           SWK HOLDINGS LTD

- and -

 (2)          HUGH BLACKWOOD

 SERVICE AGREEMENT

Wedlake Bell

16 Bedford Street

Covent Garden

London WC2E 9HF

Tel: 0171-379 7266

Fax: 0171-836 6117

Ref: SNJ/WB-3076

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THIS AGREEMENT is made on 5th May 1995

BETWEEN:-

(1)  SWK HOLDINGS LTD (registered in England No. 3039328) whose registered office is at 71 Victoria Street London SWIH OSW ("the Company"); and

(2)  HUGH BLACKWOOD of Fairthorn, 5 Milverton Avenue, Bearsden, Glasgow G61 4BE ("the Executive")

WHEREAS on 1st May 1995 the Executive and all the other persons with whom he carried on business in partnership as Consulting Engineers with principal offices in England under the style of "Scott Wilson Kirkpatrick" ("the Firm") disposed of and the Company acquired the said business as a going concern

WHEREBY IT IS AGREED as follows:-

1. INTERPRETATION

1.1 In this Agreement the following words and expressions shall have the following meanings :

"Appointment" the appointment of the Executive hereunder;

"Associated Company" means in respect of any company ("the first company") any company which is for the time being a subsidiary or holding company (as those expressions are defined in the Companies Act 1985) of the first company or a subsidiary of any such holding company and "Associated Companies" shall be construed accordingly;

"Board" the Board of Directors of the Company;

"Commencement Date" 1st May 1995;

"General Conditions" the General Terms and Conditions of Employment of Scott Wilson Kirkpatrick & Co Ltd, a subsidiary of the Company, as amended from time to time by the Board;

"Group" the Company and its Associated Companies;

"The London Stock Exchange" The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited;

"Restricted Area" England, Scotland, Northern Ireland and Wales;

"Restricted Period" the period of 24 calendar months after the Termination Date (howsoever the Appointment is terminated);

"SWK Group of Companies" means the Company, SWK International Ltd (a company incorporated in Bermuda with number EC/20529), SWK Africa Ltd (a company incorporated in The British Virgin Islands with number 114982); Scott Wilson Kirkpatrick Asia-Pacific Ltd (a company incorporated in Bermuda with number EC/16144) and any of their Associated Companies;

"Termination Date"  the date on which the Appointment shall terminate whether pursuant to Clauses 2.1 or 16 or otherwise howsoever.

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1.2 The Interpretation Act 1978 shall apply to this Agreement as it does to an Act of Parliament.

1.3 References in this Agreement to an Act of Parliament (or any part thereof) shall include references to such Act (or part thereof) as amended, consolidated, replaced or re-enacted from time to time, and any Act amended, consolidated, replaced or re-enacted by such Act and all delegated legislation made under all such Acts.

1.4 The headings in this Agreement (and any descriptive notes in brackets following references to statutes or other documents) and any backsheet or cover and any index hereto being for convenience only do not form part of this Agreement and shall not be used as aids to its interpretation.

1.5 References in this Agreement to Clauses, Sub-clauses, Recitals or Schedules are to clauses, sub-clauses and recitals of or schedules to this Agreement.

1.6 The Schedules (and the Parts, if any, thereof) form part of this Agreement and have the same full force and effect as if they were expressly set out in their entirety in the operative part of this Agreement.

1.7 Any reference in this Agreement to any "party" or to the "parties" or to the "Company" and/or the "Executive" are to the parties of the Agreement, the Company or the Executive, as the case may be, or their respective successors or assigns.

1.8 In construing this Agreement, the ejusdem generis rule shall not apply and accordingly the interpretation of general words shall not be restricted by being preceded or followed by words indicating a particular class of acts, matters, things or examples.

1.9 The words "including" and "in particular" shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any foregoing words.

2. APPOINTMENT AND TERM

2.1 Subject as hereinafter provided the Company hereby appoints the Executive and the Executive agrees to act as a director or a senior executive with commensurate status of the Company or any of its Associated Companies or in such other capacity of a like status as the Board may require for the period commencing on the Commencement Date and ending on 30th April 1998 if either party has given the other not less than 12 calendar months' prior written notice of termination ending on such date or, if no such notice is given, ending on the expiry of not less than 12 calendar months' prior written notice of such termination given by either party to the other.

2.2 For the purposes of the Employment Protection (Consolidation) Act 1978 the period of continuous employment of the Executive commenced on 20th July 1971.

3. DUTIES

3.1 The Executive shall:-

(a) devote the whole of the Executive's time attention ability expertise skills and ingenuity to the business of the Company or (if required by the Board from time to time) to the business of any of its Associated Companies both during normal business hours and during such other times and hours as may be necessary or customary according to the duties then being undertaken by the Executive and at such place or places throughout th e World as the Board may reasonably specify from time to time,

3

(b) use the Executive's best endeavours to maintain protect promote and extend the business interests reputation and welfare of the Group; and

(c) faithfully and diligently perform such duties (consistent with the position of the Executive) and exercise such powers as may from time to time be properly assigned to or vested in the Executive by the Board and shall conform with the reasonable financial professional ethical and other policies and directions of the Board from time to time.

3.2 The Board may at any time require the Executive to cease temporarily or otherwise from performing and exercising such duties or powers or any of them and during the period of any notice given pursuant to Clause 2.1 the Company shall be entitled at any time or times to require the Executive to cease to attend at the premises of the Company or any of its Associated Companies in each case to such extent and for so long as the Board may from time to time determine provided that:-

(a) the Executive shall nevertheless remain available to perform any such duties and/or to exercise any such powers authorities and discretions if and when called upon so to do by the Board; and

(b) subject as provided in this Clause 3.2 the remaining provisions of this Agreement shall continue to remain in full force and effect.

3.3 During the course of the Appointment the Executive shall not (without the prior consent in writing of the Board) whether alone or jointly with others and whether as principal partner manager employee contractor consultant adviser shareholder or agent (or otherwise howsoever) be engaged concerned or interested whether directly or indirectly in any business whatsoever other than the businesses of the Group save that the Executive may notwithstanding the foregoing:

(a) be interested in any securities which are for the time being listed on The London Stock Exchange or for which permission has been granted for dealings to take place on the Unlisted Securities Market or any Alternative Investment Market regulated and operated by The London Stock Exchange provided that the nominal value of the holdings of such securities in which the Executive shall be so interested shall not at any time exceed 5 % of the nominal value of the securities concerned for the time being in issue;

(b) (if the Board shall in its absolute discretion so agree in writing) be concerned or take an interest in or assume responsibilities to (in any capacity whatsoever including without limitation to the generality of the foregoing as a director, officer, servant, agent, consultant, arbitrator, inspector, expert or expert witness) any company (which is not a member of the Group), person, firm, association, society, statutory or pro fessional body (whether incorporated or otherwise) Provided always that:

(i) the business or activity of such company, person, firm, association, society, statutory or professional body is not in conflict and does not compete and is not likely to compete with business of the Company or any of its Associated Companies;

(ii) the Executive's interest in and responsibilities towards such company, person, firm, association, society, statutory or professional body do not interfere with the proper performance by the Executive of his duties under this Agreement; and

(iii) unless otherwise agreed by the Board in its absolute discretion in writing the Executive shall instruct such company, person, firm, association, society, statutory or professional body to ensure all

4

payments, commissions, benefits or other remuneration due to the Executive are made direct to the Company failing which the Executive shall account to the Company for all payments, commissions, benefits or other remuneration received directly or indirectly from such company, person, firm, association, society, statutory or professional bo dy.

4. REMUNERATION

4.1 During the Appointment the Executive shall be paid:-

(a) a basic salary at the rate of £65,000 per annum or at such other rate as may from time to time be agreed between the parties or determined upon by the Board in its absolute discretion and notified to the Executive and which shall be deemed to accrue from day to day and shall be payable in equal monthly instalments in arrears on the last business day of each calendar month; and

(b) such bonuses or additional remuneration (if any) as the Board may from time to time determine (but so that the Executive shall not be entitled to any such bonus or additional remuneration as of right and so that the Company may at any time discontinue the payment of any such bonus or additional remuneration it may in fact make).

4.2 The basic salary payable hereunder shall be reviewed (but not necessarily increased) by the Board with effect from 1st July 1995 and with effect from 1st July of each year thereafter.

4.3 The remuneration payable hereunder shall be inclusive of any fees or remuneration to which the Executive may be entitled as a director of any Associated Company of the Company under its Articles of Association for the time being in force or any salary or remuneration paid by any Associated Company of the Company in respect of any time attention expertise or ingenuity devoted to the business of such Associated Company of the Company from time to time and the Executive shall accordingly give credit to the Company for any fees or remuneration arising from any such entitlement for any period in respect of which remuner ation shall be payable hereunder.

4.4 The Company may deduct from the salary or any other sums payable to the Executive by the Company any monies due from the Executive to the Company for whatever purpose.

5. EXPENSES

Subject to the Executive's compliance with the General Conditions and the prior presentation to the Company of appropriate invoices, the Executive shall be reimbursed by the Company in respect of all reasonable travelling entertainment and all other out-of-pocket expenses which the Executive may properly incur in the course of the performance of the Executive's duties hereunder.

6. CAR

6.1 In order to assist the better performance of the Executive's duties hereunder the Executive shall during the Appointment be provided with a motor car suitable to the Executive's status.

6.2 The motor car shall remain the property of the Company and the Company shall bear the cost of servicing repairing maintaining taxing and insuring such motor car and shall in addition reimburse to the Executive all sums expended by the Executive on fuel and oil.

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6.3 The Executive shall take good care of the motor car and procure that the provisions and conditions of any policy of insurance in relation thereto shall be duly observed and shall not take such motor car out of the United Kingdom without the prior written consent of the Company.

6.4 Such motor car is to be replaced in accordance with the Company's policy from time to time.

6.5 The Executive shall on the Termination Date return to the Company the motor car then in the possession of the Executive together with all accessories keys and documentation relating to such motor car in the Executive's possession.

7. PENSION BENEFITS

7.1 The Company has contracted out of the State earnings related pension scheme in relation to the employments subject to the Scheme.

7.2 The Executive shall be entitled to be a member of the Company's retirement benefits scheme known as "SWK Retirement and Death Benefits Scheme" on satisfying its terms as to eligibility and admission and generally subject to the provisions of the Trust Deeds and Rules of the Scheme from time to time in force including without prejudice to the generality of the foregoing the Company's powers to amend and terminate the Scheme and the Executive hereby authorises the Company to deduct at source contributions payable by the Executive to the Scheme and to pay the same to or to the order of the Trustees of the Scheme.

8. HOLIDAYS

8.1 The Company's holiday year is from 1st May to 30th April.

8.2 The Executive shall be entitled to be absent from duty during statutory holidays and for 30 working days' holiday in each holiday year to be taken at such times and periods as shall be agreed between the Board and the Executive.

8.3 If the Executive shall be dismissed under Clause 16.1 (a) or 16.1 (b) then the Executive shall not be entitled to any holiday not so taken at the Termination Date or to payment in lieu thereof.

9. ILLNESS AND MEDICAL INSURANCE

9.1 The Company shall during the continuance of the Executive's employment provide private medical health insurance for the Executive in accordance with the Company's policy from time to time. The Executive shall submit to such medical examinations as may be prescribed by the relevant insurance company from time to time.

9.2 Without prejudice to Clause 16 below and until the Termination Date if the Executive shall at any time be prevented by illness or accident from performing the Executive's duties hereunder and provided that the Executive shall (if required) furnish to the Company evidence satisfactory to it of such incapacity and the cause thereof the Executive shall receive:

(a) the Executive's full remuneration for the period of incapacity up to a maximum of 26 weeks in any period of twelve months; and

(b) thereafter one half of the Executive's full remuneration for the period of incapacity up to a maximum of 26 weeks in any period of twelve months

but thereafter shall not unless otherwise agreed be entitled to remuneration for so long as such incapacity shall continue.

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9.3 In calculating any sums due to the Executive pursuant to Clause 9.2 above the Company reserves the right to take into account:

(a) any sums received or receivable by the Executive in respect of such incapacity under the social security legislation;

(b) any sums received or receivable by the Executive under any permanent health insurance scheme operated at the cost of the Group and of which the Executive may then be a member; and

(c) any sums received by the Executive from a third party in respect of damages for personal injury but only to the extent that such damages relate to loss of earnings by the Executive for the period of incapacity during which the Executive is entitled to remuneration pursuant to Clause 9.2 above.

10. CONFIDENTIAL INFORMATION

10.1 The Executive shall not either during the continuance of the Appointment (except as authorised or required by the Executive's duties hereunder or as expressly required by any court or other authority of competent jurisdiction and save as provided in Clause 12.4(b) below) or at any time thereafter whether alone or jointly with others and whether as principal partner manager employee contractor consultant adviser shareholder or agent (or otherwise howsoever): -

(a) divulge to any person whomsoever or knowingly permit or enable any person to acquire any know-how professional or trade secrets patents formulae or manufacturing processes or other confidential information concerning the business or finances of the Company or any of its Associated Companies or any other member of the SWK Group of Companies or its or their composition or any of its or their dealings transactions or affairs whi ch may have come to the knowledge of the Executive during or in the course of the Executive's appointment hereunder or during or as a result of the Executive being or having been a partner in the Firm or in the course of the Executive's previous employment with the Firm ("Confidential Information"); or

(b) use or attempt to use any Confidential Information for the Executive's own use or otherwise in any manner which may injure or cause loss either directly or indirectly to the Company or any of its Associated Companies or any other member of the SWK Group of Companies or its or their businesses or which may be likely so to do nor for any purpose other than in the discharge of the Executive's duties hereunder; or

(c) cause enable or assist any other person to do any of the foregoing.

10.2 During the continuance of the Appointment the Executive shall use all reasonable endeavours to prevent the unauthorised use publication or disclosure of any Confidential Information.

10.3 The restrictions contained in Clauses 10.1 and 10.2 above shall not apply to any Confidential Information which shall come into the public domain otherwise than by reason of a breach by the Executive of such restrictions.

11. RECORDS

11.1 During the continuance of the Appointment the Executive shall not:-

(a) make (otherwise than for the benefit of the Company or any of its Associated Companies) any notes memoranda tape recordings films photographs plans drawings computer data software and storage media or any form of record relating

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to any matter within the scope of the business or finances of the Company or any of its Associated Companies or the Firm concerning any of its or their dealings or affairs ("Records");

(b) use or permit any Records to be used otherwise than for the benefit of the Company or any of its Associated Companies and on the basis that it is the intention of the parties hereto that the Records shall be and remain the property of the Company; or

(c) cause enable or assist any other person to do any of the foregoing.

11.2 During the continuance of this Agreement the Executive shall observe and comply with all security measures introduced by the Board from time to time to safeguard and protect the Records from theft or unauthorised access by any person or from loss or damage caused by computer bugs or viruses or otherwise howsoever.

11.3 The Executive shall on request and in any event immediately on the termination of the Appointment for any cause or by any means whatsoever deliver up to the Company all Records which he has made and all other documents papers materials and property belonging or relating to the Company or any of its Associated Companies or the Firm or any of its or their respective businesses, affairs or finances in his possession power custody or control and shall not retain any copies thereof.

12. INVENTIONS AND COPYRIGHT

12.1 The Executive shall forthwith notify to the Board in writing the general nature of any discovery invention secret process or improvement in procedure made or discovered by the Executive and which in any way relates or may be related to any product service or process of the Company or to any Confidential Information ("the Invention").

12.2 As between the Company and the Executive the entitlement to the Invention shall be determined in accordance with the provisions of the Patents Act 1977.

12.3 The Executive shall provide to the Company a full written disclosure of any Invention belonging or likely to be assigned to the Company and if and whenever required so to do shall at the expense of the Company apply or join with the Company or any other persons in applying for letters patent or other equivalent protection in the United Kingdom and in any other part of the world for such Invention and do such things and execute such documents as the Company may reasonably request in connection therewith.

12.4 (a) If the Invention shall belong to the Executive then the Company shall have the option exercisable by notice in writing to the Executive given within 90 (ninety) days after the Executive notifying in writing the Invention to the Company either to purchase or to be granted a licence in respect thereof.

(b) The consideration and other terms for such purchase or licence shall be such as may be agreed in writing between the Company and the Executive and failing agreement within 90 (ninety) days after the Company's notice the Executive shall be entitled to deal with such Invention and the rights relating thereto in such manner as the Executive shall think fit.

(c) Notwithstanding the foregoing the Executive shall not sell license or otherwise deal with the Invention for a consideration which is less than the highest consideration proposed by the Company for a sale or similar licence during the negotiations between the Company and the Executive.

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(d) Save as aforesaid the Executive shall not be entitled to disclose or dispose of any of the information or rights relating to the Invention.

12.5 It is hereby agreed that the Company or the relevant Associated Company of the Company shall be entitled to the entire copyright throughout the world and to all rights in the nature of copyright throughout the world (including all extensions and renewals of such copyrights or rights in the nature of copyright) in all works or products made by the Executive during the continuance of this Agreement and which are connected with or relate in any way to the business of the Company or any of its Associated Companies or other member of the SWK Group of Companies whether or not so made during the course of his mployment hereunder and the Executive hereby undertakes at the expense of the Company to execute and do all documents and things as the Company shall require for the purpose of confirming to and assuring in the Company or the relevant Associated Company of the Company or, as the case may be, other member of the SWK Group of Companies such copyright. The Executive shall immediately inform the Company of the creation or coming into existence of anything to which this Clause applies.

12.6 Save as aforesaid the Company shall be entitled to all intellectual and industrial property throughout the world in any way relating to or connected with the products services processes and methods of the Company and its Associated Companies or other member of the SWK Group of Companies made by the Executive during the subsistence of this Agreement.

13. ENTICEMENT

The Executive shall not either during the Appointment or within the Restricted Period whether alone or jointly with any other person firm or company endeavour to entice away from the Company or any of its Associated Companies or employ or offer to employ any person who is or was at any time during the period of twelve months expiring on the Termination Date an employee of or a consultant and/or provider of information to the Company, any of its Associated Companies or the Firm.

14. PROTECTIVE COVENANTS

14.1 The Executive covenants with the Company that the Executive shall not except with the prior written consent of the Company at any time after the termination (howsoever caused) of the Appointment during the Restricted Period and within the Restricted Area and either directly or indirectly and whether as principal and/or partner and/or manager and/or employee (whether paid or unpaid) and/or contractor and/or consultant and/or shareholder and/or agent and/or assistant and/or otherwise howsoever:-

(a) engage in any business and/or trade in competition with any trade and/or business carried on by the Company or any of its Associated Companies during the period of two years immediately prior to the Termination Date;

(b) directly or indirectly solicit approach deal with entice away or canvass or endeavour to solicit deal with or entice away from the Company or any such Associated Company of the Company (or assist any other person company firm association or society (whether incorporated or otherwise) so to do) the custom of any person who was at any time during the period of five years prior to the Termination Date:-

(i) a customer or client or in the habit of dealing with the Firm and/or the Company or any such Associated Company of the Company; or

(ii) (without prejudice to the generality of sub-clause (i) of this Clause) a customer or client or in the habit of dealing with the Executive

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in respect of services and/or products the same as or similar to those now or which at any time during the two years immediately preceding the Termination Date may have been provided by the Firm and/or Company.

14.2 The Executive hereby agrees and declares that if any one or more or any part of the covenants contained in this Clause 14 shall be rendered or judged invalid or unenforceable by a court of competent jurisdiction then such covenant or covenants or part of a covenant shall be deemed to be severed from this Agreement and such invalidity or unenforceability shall not affect the validity or enforceability of the remaining covenant covenants or part of a covenant contained in this Clause 14 and the Executive hereby acknowledges that the above restrictive covenants are not unfair and are not unreasonable in the circumstances for the protection of the goodwill and/or the business of the Company.

14.3 The Executive agrees that if the Executive shall receive from any person a bona fide offer of employment or business association (including without limitation to the generality of the foregoing a consultancy or partnership) either during the continuance of the Appointment or during any of the periods referred to in this Clause 14 the Executive shall immediately provide to the person making such a bona fide offer a complete and accurate copy of this Agreement.

15. MISREPRESENTATION

15.1 The Executive shall not at any time make any untrue statement in relation to the Company or any of its Associated Companies.

15.2 The Executive hereby covenants with the Company that the Executive will not at any time after the Termination Date (howsoever the Appointment shall be terminated) either personally or directly or indirectly represent himself as being in any way connected with the Company or any of its Associated Companies or interested or concerned in any of the businesses of the Group nor shall he carry on business of any kind whatsoever under the name of "Scott Wilson Kirkpatrick" or "SWK" or any name which includes all or any of the words "Scott" "Wilson" "Kirkpatrick" or "SWK" or any colourable imitation thereof and shall not use the logo of the Company or any Associated Company of the Company (or any colourable imitation thereof) or all or any of the words "Scott" "Wilson" "Kirkpatrick" or "SWK" either alone or in conjunction with other words in any company name, trading style or product which the Executive or any company or partnership for which, of which or with which the Executive may then work, be a partner or be associated.

16. TERMINATION BY DEFAULT

16.1 If at any time during the Appointment the Executive shall:-

(a) commit any serious misconduct or persistently neglect or fail to carry out all or any of the Executive's duties hereunder; or

(b) commit any serious breach of the provisions of this Agreement and (where such neglect failure or breach shall be capable of remedy) the Executive shall fail to remedy the same within a reasonable period; or

(c) be guilty of any conduct which is in the reasonable opinion of the Board seriously detrimental to the interests of the Company or tends or may tend to bring the Company or the Executive into disrepute; or

(d) be prohibited by law from acting as a director or cease to be a director by virtue of any statutory provision or be required to vacate his office as a director of the Company pursuant to the Company's Articles of Association; or

(e) have a Receiving Order made against him or shall enter into any arrangements or composition with his creditors generally or commit any act of bankruptcy

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then the Company may by notice in writing given to the Executive forthwith terminate the Appointment.

16.2 The proper exercise by the Company of its right of termination under this clause shall be without prejudice to any rights and remedies which the Company or any Associated Company of the Company may have or be entitled to exercise against the Executive and shall not entitle the Executive to any damages or compensation by reason of such termination although the Executive shall be entitled to the salary payable hereunder to the Termination Date but nothing herein shall prejudice any rights the Executive may have to compensation in respect of illness or accident arising out of or in the performance of the Executive's duties hereunder.

17. TERMINATION BY RE-ORGANISATION OR RE-CONSTRUCTION 

If before the Termination Date the Appointment shall be terminated by reason of the liquidation of the Company for the purposes of re-construction or amalgamation or as part of any arrangement for the amalgamation of the undertaking of the Company not involving a liquidation and the Executive shall be offered employment with any concern or undertaking resulting from such re-construction or amalgamation or arrangement for a period of not less than the then unexpired term of this Agreement and on terms and conditions no less favourable than the terms of this Agreement then the Executive shall have no claim in respect of the termination of the Appointment or otherwise howsoever.

18. DIRECTORSHIP

Upon the termination of this Agreement for whatsoever reason the Executive (but without prejudice to any claim he may have for breach of contract) shall be deemed to have resigned without claim for compensation from office as a director of the Company and from all offices (including as a director) held by him in Associated Companies of the Company and shall, if called upon, do all acts and things if any as may be necessary under the constitution of any such company or under any applicable law to make such resignation effective.

19. PAY IN LIEU

On serving notice for any reason to terminate this Agreement the Company at its discretion shall be entitled in lieu of notice to make a payment to the Executive of the net basic salary which the Executive would have received during such period and so that for the avoidance of doubt the Executive shall not then be entitled to receive any commissions bonuses or other payments which the Executive might otherwise have earned during such period.

20. SUSPENSION

In order to investigate a complaint of misconduct against the Executive the Company shall be entitled to suspend the Executive for so long as may be necessary to carry out a proper investigation and/or hold a disciplinary hearing provided that during any such period of suspension the Executive shall be entitled to receive the remuneration payable hereunder.

21. GRIEVANCES AND DISCIPLINARY MATTERS

21.1 If during the Appointment the Executive shall have any grievance with respect to the Appointment then the Executive may apply in writing to the Company Secretary for the grievance to be considered by the Board.

21.2 Any disciplinary matters affecting the Executive will be dealt with by the Board in accordance with the disciplinary rules and procedures contained or referred to in the General Conditions.

21.3 The provisions of this Clause 21 shall not apply to any matter falling within the scope of Clause 16.1 above or to any action taken by the Company pursuant thereto.

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22. POWER OF ATTORNEY

22.1 The Executive hereby irrevocably and by way of security grants to the Company (with power for the Company to grant a separate power to each of its Associated Companies on behalf of the Executive) power of attorney on behalf of the Executive to sign all such documents, execute all such deeds and do or refrain from doing all such things as the company exercising the power or such concurrent power may in its entire unfettered di scretion consider appropriate, convenient or necessary in any part of the world for the purposes of fulfilling the Executive's obligations pursuant to Clauses 10, 11, 12, 14 and 18. The Executive shall grant such separate powers of attorney in such form or forms as the Company (or the relevant Associated Company of the Company) may reasonably require for such purposes, and the power granted by this Clause shall empower the attorney to grant such further powers in the name and on behalf of the Executive.

22.2 Notwithstanding the foregoing and merely as a matter between the Company (or the relevant Associated Company of the Company) and the Executive the powers granted by the Executive under this Clause shall not be used except with the consent of the Executive or following his failure to sign, execute, do or refrain from doing forthwith upon request made of him in writing. No third party dealing with the attorney shall be concerned as to whether the procedure of this Clause 22.2 has been followed.

23. NOTICES

23.1 Notices to be given to either party shall be in writing addressed to the appropriate party in the case of the Company to its principal place of business for the time being and in the case of the Executive at the Executive's address last known to the Company.

23.2 Any such notice given by letter shall be deemed to have been given at the time of which the letter would be delivered in the ordinary course of post and when delivered personally at the time of such delivery and proof of posting shall be deemed to be proof of delivery.

24. SCOPE

24.1 This Agreement constitutes the entire Agreement between the parties with respect to all matters relating to the employment of the Executive and is in substitution for all previous contracts of service between the Company or any Associated Company of the Company and the Executive and such contracts are deemed to have been terminated by mutual consent as from the date on which this Agreement shall be deemed to commence.

24.2 The Executive hereby acknowledges that the provisions of Clauses 10, 11, 12, 13, 14,      15 and 18 shall constitute separate undertakings given for the benefit of the Company and each of its Associated Companies and may be enforced by any of them.

25. GENERAL

25.1 The expiration or termination of this Agreement howsoever arising shall not affect such other provisions hereof as are expressed to operate or have effect thereafter and shall be without prejudice to any right of action already accrued to any party in respect of any breach of this Agreement by any other party.

25.2 Any amendment to this Agreement shall be in writing signed by the parties hereto and expressed to be for the purpose of such amendment.

25.3 No waiver (whether expressed or implied) by the Company of any of the provisions of this Agreement or any breach of or default by the Executive in performing any of the provisions shall constitute a continuing waiver or any other waiver of any such provisions and no such waiver shall prevent the company from enforcing any of the

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provisions of this Agreement or from acting upon any subsequent breach or default by the Executive under any of the provisions of this Agreement.

25.4 The Executive by virtue of entering into this Agreement hereby warrants and undertakes to the Company that the entry by the Executive into this Agreement and the performance by the Executive of the provisions of this Agreement is not and shall not be in breach of any express or implied obligations binding upon the Executive.

25.5 This Agreement shall take effect as if the General Conditions had (mutatis mutandis) been incorporated in it provided always that in the event of any inconsistency between the provisions of this Agreement and the General Conditions the provisions of this Agreement will prevail.

IN WITNESS WHEREOF this Agreement has been duly executed as a Deed the day and year first above written

EXECUTED as a Deed by)

SWK HOLDINGS LTD)

Acting by:     G.H. French)

R. McGown

Director /s/ G.H. French

Director/Secretary /s/ R. McGown

SIGNED as a Deed by)  /s/ Hugh Blackwood

HUGH BLACKWOOD)

in the presence of-)

/s/ SMH

16 Bedford Street,

Covent Garden

London WC2E 9HF

Solicitor

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EX-10.3

EXHIBIT 10.3

Compensatory Arrangement for Hugh Blackwood

On September 9, 2010, URS Corporation’s Compensation Committee authorized an annual base salary for Hugh Blackwood of £300,000 effective as of the first pay period after September 10, 2010 and authorized a target bonus of 70% of his base salary under URS Corporation’s Annual Bonus Plan, effective as of the 2011 fiscal year.  In addition, Mr. Blackwood has an arrangement to use an apartment that is paid for by the Company.

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EX-10.4

EXHIBIT 10.4

Compensatory Arrangement for Thomas W. Bishop

On September 9, 2010, URS Corporation’s Compensation Committee authorized a temporary cost of living allowance of $6,000 per month for Thomas W. Bishop to compensate for the higher cost of living in London, United Kingdom compared to Mr. Bishop’s United States residence, effective as of August 19, 2010 and to be paid until Mr. Bishop’s assignment in London, United Kingdom is terminated.

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EX-31.1

EXHIBIT 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATE

I, Martin M. Koffel, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of URS Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  November 9, 2010	By:	/s/ Martin M. Koffel
		Martin M. Koffel
		Chief Executive Officer

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EX-31.2

EXHIBIT 31.2

CHIEF FINANCIAL OFFICER CERTIFICATE

I, H. Thomas Hicks, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of URS Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  November 9, 2010	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Chief Financial Officer

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EX-32

EXHIBIT 32

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER CERTIFICATION*

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Martin M. Koffel, the Chief Executive Officer of URS Corporation (the “Company”), and H. Thomas Hicks, the Chief Financial Officer of the Company, do each hereby certify that, to the best of their knowledge:

1.   The Company’s quarterly report on Form 10-Q for the period ended October 1, 2010, to which this Certification is attached as Exhibit 32 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and

2.   The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  November 9, 2010	By:	/s/ Martin M. Koffel
		Martin M. Koffel
		Chief Executive Officer

Dated:  November 9, 2010	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Chief Financial Officer

* This certification accompanies the Periodic Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company or incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, made before or after the date of the Periodic Report and irrespective of any general incorporation language contained in such filing.

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