risks relating to the filing of our Securities and Exchange Commission (SEC) reports, including the occurrence of known contingencies or unforeseen events that could delay our plan for completion of our outstanding financial statements, management distraction, and significant expense

COMVERSE INFOSYS UK Limited (“Comverse”)

David Parcell

Comverse Infosys UK Limited
Hertford Place
Denham Way
Rickmansworth
Hertfordshire
WD3 2XF

Your date of employment with Comverse commenced on May/1/2001.

You shall comply with all policy requirements and procedures laid down in the Employee Handbook.

You are employed as Managing Director, Comverse Infosys, Europe.

Your duties consist of those normally associated with such an appointment and such other duties as may be reasonably allocated to you by Comverse. As Managing Director you will have full profit and loss responsibility for certain Comverse Infosys operations in Europe.

You will be reporting to the CEO.

You have an obligation to conduct business within guidelines that prohibit actual or potential conflicts of interest. This policy establishes only the framework within which Comverse wishes the business to operate. The purpose of these guidelines is to provide general direction so that employees can seek further clarification on issues related to the subject of acceptable standards of operation.

Transactions with outside firms must be conducted within a framework established and controlled by the executive level of Comverse. Business dealings with outside firms should not result in unusual gains for those employees involved. Unusual gain refers to bribes, product bonuses, special fringe benefits, unusual price breaks, and other windfalls designed to ultimately benefit either Comverse, the employee, or both. Promotional plans that could be interpreted to involve unusual gain require specific executive-level approval.

An actual or potential conflict of interest occurs when an employee is in a position to influence a decision that may result in a personal gain for that employee or for a relative as a result of business dealings. For the purposes of this policy, a relative is any person who is related by blood or marriage, or whose relationship with you is similar to that of persons who are related by blood or marriage.

No “presumption of guilt” is created by the mere existence of a relationship with outside firms. However, if you have any influence on transactions involving purchases, contracts, or leases, it is imperative that you disclose to your manager as soon as possible the existence of any actual or potential conflict of interest so that safeguards can be established to protect all parties.

Personal gain may result, not only, in cases where an employee or relative has a significant ownership in a firm with which Comverse does business, but also when an employee or relative receives any kickback, bribe, substantial gift, or special consideration as a result of any transaction or business dealings involving Comverse.

You may only hold outside employment once this has been approved in writing by your Manager and as long as you meet the performance standards of your job with Comverse. All employees will be judged by the same performance standards and will be subject to Comverse’s schedule demands, regardless of any existing outside work requirements.

If Comverse determines that your outside work interferes with your performance or your ability to meet Comverse’s requirements, as modified from time to time, you may be required to terminate the outside employment if you wish to remain employed by Comverse.

Outside employment that constitutes a conflict of interest is prohibited. Employees may not receive any income or material gain from individuals outside Comverse for materials produced or services rendered while performing their jobs at Comverse.

Outside employment includes any form of business, consultancy, self-employment or direct employment by another business.

The law requires that Comverse make certain deductions from every employee’s salary. Among these are Income Tax and National Insurance contributions according to the limits specified by the Inland Revenue and Department of Social Security.

When your employment is terminated deductions may be made for, but not limited to, excess holiday taken, in accordance with this clause, the balance of any loans or advances outstanding, in accordance with the relevant loan agreement, and the value of any items of Comverse’s property which are not returned, or are returned in a damaged condition

You will be provided with a leased company car to the monthly value of £750 per month or a monthly allowance of £937.5 in lieu of a car and all other related expenses.

You are entitled to join Comverse’s non-contributory life assurance, critical illness insurance, permanent health insurance and private medical insurance schemes. Details of all these schemes are available from the Human Resources Department. Comverse reserves the right to amend or withdraw these schemes at any time.

You will be eligible to participate in the Comverse Infosys Stock option Plan (the “Infosys Options”). You will be granted one hundred thousand (100,000) options. Twenty-five percent (25%) of the Infosys options shall vest on May 2002 with the three remaining twenty-five percent (25%) instalments vesting each year anniversary thereafter. The exercise price for these options is $2.0.

Comverse will reimburse you for all expenses properly incurred by you in the performance of your duties provided that you submit to Comverse such vouchers or other evidence of actual payments of such expenses as the company may reasonably require. Expenses should be submitted at least once a month and should be completed on the correct form.

Comverse operates a group personal pension scheme that is administered and managed by an independent third party (hereafter referred to as “the Pension Provider”). All Contributions to the scheme are paid directly to the Pension Provider and all assets of the scheme are controlled by the Pension Provider. Comverse has no financial interest in the scheme.

The contributions to the scheme which Comverse and you are required to make are shown on the following table.

Further details of and application forms for the pension scheme will be provided by the Human Resources Department or the Broker appointed by Comverse to administer the scheme.

A ‘contracting out certificate’ under the Pension Schemes Act 1993 is not in force for this employment.

You are entitled to 25 days paid annual leave per annum in addition to Public Holidays. The annual leave year runs from 1 September to 31 August the following year.

Holiday leave must be arranged in accordance with the Company Annual Leave policy, which is contained in the Employee Handbook.

For all other types of leave or time off, you should also refer to the Company Annual Leave policy.

The public holidays referred to in Clause 11.0 are as follows:

Where any Public Holiday falls on a Saturday or Sunday an alternative day will be given by Comverse at its discretion.

Comverse reserves the right to require you to work on these Public Holidays, with an alternative day off given in lieu.

Upon termination of employment as a permanent employee you will be paid for any unused annual leave that has been accrued up to your last complete month of work at the rate of 1/261 of your basic salary per day.

Basic salary does not include overtime or any special forms of pay such as incentives, commissions, or bonuses, etc.

If you leave Comverse’s employment having taken more annual leave than has accrued to the date of termination you will be required to reimburse, by way of deduction from your final salary or other monies due to you, the excess annual leave taken at the rate of 1/261 of their basic salary per day.

All leave entitlement under this contract (your contractual entitlement) shall include whatever statutory entitlement you may have under the Working Time Regulations. All leave taken shall use up your statutory entitlement first, before your remaining contractual entitlement.

You should refer to the Company Annual Leave Policy contained in the Employee Handbook for all details of obligations and entitlements relating to absence through sickness or injury.

Your employment can be terminated by yourself or COMVERSE by giving a 180 days advance notice to the other party in writing. The notice period will commence the day following receipt.

In the event of either party giving notice to terminate this Contract pursuant to Clause 15.0 hereof Comverse shall have the right should it choose to do so:

To require you not to return to work and/or not to undertake all or any of your duties during any period of notice, in this event you are required to remain reasonably available for work during your normal working hours.

To terminate your employment at any time prior to the expiry of the notice period and to make a payment to you in lieu of any un-expired period of notice, such payment representing the net salary, bonus and pension contributions that you would have received in respect thereof.

Notwithstanding the above provisions your employment may be terminated by Comverse without notice or payment in lieu of notice:

If you are guilty of any gross misconduct. Examples of acts which amount to gross misconduct are contained in the Disciplinary Procedure which is set out in the Employee Handbook.

If you are convicted of any arrestable criminal offence (other than an offence under road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed).

Notice of termination of employment must be provided in writing and will commence the day following receipt.

Further matters relating to employment termination are set out in the Employee Handbook.

the working of any manufacturing process or invention or any other methods, formulae, technical data and know how used by or which relates to the business or products of Comverse;

lists of customers and potential customers of or suppliers and potential suppliers to Comverse and any other information collected by Comverse in relation to those customers or suppliers;

research and development strategies;

new products or services to be sold or supplied or proposed to be sold or supplied by Comverse, including research;

Comverse’s pricing lists and marketing policies and private terms of business relating to its customers and suppliers;

any systems methods or other computer software developed and used by Comverse;

the dealings or transactions or other business affairs of Comverse its finances or management accounts;

any information which Comverse has access to only by virtue of any obligation of confidence to any third party;

any personal information relating to other employees, including remuneration details.

This restriction shall cease to apply to information or knowledge which may (otherwise than by reason of the default by you) become available to the public generally without requiring a significant expenditure of labour skill or money.

You must not remove any documents or tangible items which belong to Comverse or which contain any confidential information from Comverse’s premises at any time without proper advance authorisation for any purpose beyond the scope of your normal work.

You must, if requested by Comverse, delete all confidential information from any reusable material and destroy all other documents and tangible items which contain or refer to any confidential information and which are in your possession or under your control.

Any action by you that leads to the disclosure of such confidential information shall be grounds not only for dismissal but also (whether or not the employment has been terminated) for action against you for recovery of any loss incurred by Comverse as a result of such breach of confidence and contract.

You undertake with Comverse that during your employment and for the period twelve months after the termination of your employment and whether on your behalf or for any other person, firm or company, you will not (except with the prior written consent of Comverse):

directly or indirectly entice solicit or endeavour to entice or solicit away from Comverse any officer, senior employee (or consultant) of Comverse who possesses confidential information relating to Comverse or its customers or has significant customer contacts, and with whom you had significant contact on behalf of Comverse during the final year of your employment. “Senior employee” in this context shall include:

Marketing Director

Project Manager

Customer Services Manager

Technical Director

Sales Director

Business Development Manager

Technical Account Development Manager

HR Manager

Finance Manager

directly or indirectly entice solicit or endeavour to entice or solicit away from Comverse the business of any person, firm or company who at any time during the period of 12 months

within the Restricted Area and whether as employee, director, principal, agent, consultant or in any other capacity be directly or indirectly employed or engaged in or perform services for any business which shall be in competition with such part or parts of Comverse’s business as you were concerned to a material extent on behalf of Comverse during the final year of your employment.

Each of the restrictions set out in this clause constitutes an entirely separate, several and independent restriction on you.

While the restrictions are considered by you and Comverse to be reasonable in all the circumstances it is recognised that restrictions or the nature in question may fail for reasons unforeseen and accordingly it is hereby declared and agreed that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of Comverse but would be valid if part of the wording thereof were deleted and/or the periods (if any) thereof reduced and/or area dealt with/range of activities covered thereby reduced in scope the said restrictions shall apply with such modifications as may be necessary to make them valid or effective and any such modifications shall not thereby affect the validity of any other restrictions contained in this agreement.

For the purposes of this clause “Restricted Area” means Europe.

The terms and conditions of your employment may be altered or varied by not less than one month notice being given to you.

There are no collective agreements relating to this employment.

This agreement will be governed by the laws of the UK.

I acknowledge that I have read the terms and conditions of my employment with COMVERSE INFOSYS UK Limited as set out in the above statement. I accept the position offered under the terms of this contract all other lawful rules and regulations of COMVERSE INFOSYS UK Limited from time to time in force and agree to abide by them.