<PAGE>
                                                                  Exhibit 10-11











WASP INTERNATIONAL (PROPRIETARY) LIMITED SALE OF BUSINESS
AGREEMENT






between






WASP INTERNATIONAL (PROPRIETARY) LIMITED
(REG.  NO 93/00271/07)






and






WASP S.A. (PROPRIETARY) LIMITED
(REG NO.  99/06789/07)


[CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE
ACT OF 1934. OMITTED PORTION: SCHEDULE 8. THE OMITTED PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]



<PAGE>


CONTENTS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------
NO       CLAUSE                                                   PAGE NO
-------------------------------------------------------------------------
<S>      <C>                                                       <C>
1        DEFINITIONS                                                2
2        PREAMBLE                                                   6
3        SUSPENSIVE CONDITION                                       7
4        SALE                                                       8
5        EFFECTIVE DATE ACCOUNTS AND ADJUSTMENT ACCOUNT             9
6        PURCHASE PRICE AND PAYMENT                                13
7        CREDITORS AND LIABILITIES OF THE BUSINESS                 13
8        DELIVERY                                                  15
9        OWNERSHIP, RISK AND BENEFIT                               16
10       ASSIGNMENT OF CONTINUING CONTRACTS
         AND IMPROVEMENTS IN THE WGT                               17
11       LEASED ASSETS                                             20
12       WARRANTIES                                                21
13       EMPLOYEES OF THE BUSINESS                                 21
14       GOOD FAITH                                                23
15       PAYMENTS                                                  23
16       BREACH                                                    24
17       THE INSOLVENCY ACT, 1936                                  25
18       CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS                  25
19       ARBITRATION                                               26
20       DOMICILIUM CITANDI ET EXECUTANDI                          27
21       INTERPRETATION                                            29
22       GENERAL                                                   30
23       COSTS                                                     31
</TABLE>


<PAGE>






SCHEDULES

<TABLE>
<S>            <C>
SCHEDULE 1 :   DESCRIPTION OF THE BUSINESS
SCHEDULE 2 :   CONTRACTS
SCHEDULE 3 :   FIXED ASSETS
SCHEDULE 4 :   EXCLUDED ASSETS
SCHEDULE 5 :   VALUES OF CERTAIN ASSETS OF THE BUSINESS
SCHEDULE 6 :   LEASED ASSETS
SCHEDULE 7 :   EMPLOYEES NOT TO  BE TRANSFERRED IN TERMS OF
               CLAUSE 13 OF THE AGREEMENT
SCHEDULE 8 :   THE WGT
</TABLE>

                                                         1

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                                                                           2




1    DEFINITIONS

     In this agreement, unless the context requires otherwise, the words and
     expressions set out below shall have the meanings assigned to them and
     cognate expressions shall have a corresponding meaning, namely -

1.1      "Agreement"                means this agreement and all the
                                    schedules hereto;

1.2      "Assets"                   means all the assets used in or in
                                    connection with the Business which the
                                    Seller is selling to the Purchaser in
                                    terms of this agreement and which are
                                    described more fully in 4.4;

1.3      "Business"                 means the business referred to in 2.2 and
                                    more fully described in SCHEDULE 1 and
                                    includes the Assets owned by the Seller
                                    in connection with the Business, but
                                    excludes the Excluded Assets;

1.4      "Business Day"             means any day other than a Saturday,
                                    Sunday or public holiday in the RSA,
                                    within the meaning of the Public Holidays
                                    Act of the RSA, 1994;

1.5      "Completion Date"          means the date set out in 6.2;

1.6      "Contracts"                means all the contracts listed in
                                    SCHEDULE 2;

1.7      "Effective Date"           means 1 March 1999;

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                                                                               3





1.8      "Effective Date Accounts"  means the unaudited financial statements
                                    of the Seller in respect of the Business
                                    for the period commencing on 1 March 1998
                                    and ended on 28 February 1999, to be
                                    prepared by the Seller's auditors on the
                                    basis set out in 5.1;

1.9      "ETSI"                     means the European Telecommunications
                                    Standards Institute;

1.10     "Excluded Assets"          means the assets of the Business that the
                                    Seller is not selling to the Purchaser in
                                    terms of this Agreement, in SCHEDULE 4;

1.11     "Fixed Assets"             means all the motor vehicles, furniture,
                                    fittings and equipment, plant and
                                    machinery of the Business as at the
                                    Effective Date, listed in SCHEDULE 3;

1.12     "GSM"                      means the global system for mobile
                                    communication as defined in the ETSI
                                    standards;

1.13     "Liabilities"              means all the liabilities of the Seller
                                    in respect of the Business as shown in
                                    the Effective Date Accounts, even if the
                                    invoice or other form of voucher for that
                                    liability is only received after the
                                    Effective Date, but such liabilities
                                    shall not include -


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                                                                              4




1.13.1                              any liability for the payment by the
                                    Seller of any tax, duty or levy imposed
                                    by the Income Tax Act, 1962 or imposed by
                                    any other law administered by the
                                    Commissioner for Inland Revenue or
                                    imposed by any other fiscal or revenue
                                    laws;

1.13.2                              any liability which arises or which has
                                    arisen other than in the normal and
                                    ordinary course of the operation of the
                                    Business;

1.13.3                              any liability arising out of a
                                    contravention of any law (including,
                                    without being limited to, any regulation,
                                    standard, order, judgement, decree and
                                    other governmental or administrative
                                    requirements having the force of law) by
                                    the Seller in relation to the Business;

1.14     "Prime Rate"               means the basic quoted lending rate of
                                    interest at which  Nedbank Limited lends
                                    on overdraft from time to time,  as
                                    certified by any general manager of that
                                    bank, whose authority and appointment it
                                    shall not be necessary to prove;

1.15     "Purchaser"                means  Wasp S.A. (Proprietary) Limited
                                    (Reg No 99/06789/07), a private company
                                    with limited liability

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                                                                              5




                                    incorporated under the laws of the RSA;

1.16     "RSA"                      means the national territory of the
                                    Republic of South Africa comprising the
                                    nine provinces identified in section 103
                                    of the Constitution of the Republic of
                                    South Africa, 1996;

1.17     "Seller"                   means Wasp International (Proprietary)
                                    Limited (Reg No 93/00271/07), a private
                                    company with limited liability
                                    incorporated under the laws of the RSA;

1.18     "Signature Date"           means the date upon which both the
                                    parties to this Agreement have signed
                                    this Agreement or, in the event of their
                                    having signed the Agreement on different
                                    dates, the date of the last signature;

1.19     "Technor"                  means Technor International Inc, a
                                    corporation registered in Nevada, United
                                    States of America with an office at
                                    Satraangsvagen 88, S-18237 Danderyd,
                                    Sweden;

1.20     "Territory"                means all those countries or territories
                                    on the African continent whose sovereign
                                    territory or any part thereof lies South
                                    of the Sahara Desert;

<PAGE>


                                                                              6



1.21     "WGT"                      means all the GSM technologies or
                                    products owned or developed by the Seller
                                    as at the Signature Date, including but
                                    not being limited to vehicle tracking
                                    systems, terminal units, communication
                                    processes (including computer operated
                                    programs), policy and procedures;
                                    technical information, know-how, whether
                                    or not patented or patentable, including,
                                    without limitation, specifications,
                                    marketing studies, physical performance
                                    and other operational information or data
                                    relating to any part of or improvement of
                                    any system developed and made available
                                    for commercial exploitation by the
                                    Seller, more fully described in
                                    SCHEDULE 8.

2   PREAMBLE

    It is recorded for the purpose of elucidating the operative provisions
    of this Agreement, that it is being entered into in the following
    circumstances, namely:

2.1      the Seller is involved in the communications and technology
         industry, focussing primarily on the development of proprietary GSM
         technologies, and has become a leading South African company in this
         area;



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                                                                              7




2.2      the Seller, in order to properly exploit the technologies that is
         has developed and the intellectual property rights that it owns,
         intends restructuring its business affairs;

2.3      one of the steps in the restructure referred to in 2.2 involves the
         Seller selling its Business to the Purchaser;

    and the parties have accordingly agreed to provide, in this Agreement,
    for the basis upon which the Purchaser will acquire from the Seller the
    Business as a going concern.


3   SUSPENSIVE CONDITION

3.1      This Agreement is subject to the suspensive condition that the board
         of directors of the Purchaser approves the transaction contemplated
         in this Agreement by no later than 31 May 1999 or such later date as
         the parties may agree to in writing.

3.2      If the suspensive condition in 3.1 remains unfulfilled on or before
         the date stipulated in 3.1 or such later date as the parties may
         agree upon in writing pursuant to 3.1, this Agreement shall not come
         into force or effect. In such event, neither party shall have any
         claim against the other party by virtue of the provisions of this
         Agreement.


4   SALE

4.1      The Seller hereby sells to the Purchaser, which purchases from the
         Seller, the Business (together with all the Assets thereof, but
         excluding the Excluded Assets) as a going concern, with effect from
         the Effective Date on the terms and conditions set out in this
         Agreement.



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                                                                               8




4.2      The Seller and the Purchaser agree that:

4.2.1    the enterprise being transferred in terms of this Agreement from the
         Seller to the Purchaser will constitute an income earning activity
         on the Effective Date and on the Completion Date;

4.2.2    since all the Assets necessary to carry on the enterprise being
         transferred by the Seller to the Purchaser in terms of this
         Agreement will be so transferred,

         the transfer of Assets and Liabilities contained in this Agreement
         falls within the ambit of section 11(1)(e) of the Value-Added Tax
         Act, 1991 and therefore VAT is payable at the rate of zero per cent.

4.3      Each of the Seller and the Purchaser respectively warrants to the
         other that it will, on the Signature Date and on the Completion
         Date, be registered as vendors in terms of the Value-Added Tax Act,
         1991.

4.4      The Assets sold by the Seller to the Purchaser in terms of 4.1
         consist, subject to 4.4.8 and 4.4.9, of all the assets of the
         Business at the Effective Date, including but not limited to:

4.4.1    all the intellectual property rights and know-how owned by the
         Business and relating to the WGT in the Territory;

4.4.2    the Fixed Assets;

4.4.3    cash-on-hand and cash-at-bank;

4.4.4    the Contracts;


<PAGE>


                                                                               9




4.4.5    the goodwill of the Business; and

4.4.6    all other assets used in connection with the day to day operations
         of the Business,

         but specifically excluding:

4.4.7    all assets not utilised by the Seller in connection with the day to
         day operations of the Business;

4.4.8    the Excluded Assets all of which are listed in SCHEDULE 5.

5   EFFECTIVE DATE ACCOUNTS AND ADJUSTMENT ACCOUNT

5.1      The Seller shall at its own cost and expense, which shall be fully
         provided for in the Effective Date Accounts, procure that its
         auditors audit the books and records of the Business and prepare the
         Effective Date Accounts, as soon as reasonably possible after the
         Effective Date, but in any event, by no later than 1 Business Day
         after the Signature Date.

5.2      The Seller warrants in favour of the Purchaser and undertakes to
         procure that:

5.2.1    the Effective Date Accounts shall:

5.2.1.1  reflect all the Assets and all the Liabilities of the Seller in
         respect of the Business at the Effective Date;



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                                                                              10




5.2.1.2  be drawn up in accordance with generally accepted accounting
         practice;

5.2.1.3  comply with the provisions of the Companies Act, 1973 and all other
         applicable laws;

5.2.1.4  include adequate provisions for all the Liabilities;

5.2.1.5  save as required in terms of the provisions of this Agreement, be
         prepared on the basis of accounting policies which were used in the
         preparation of the audited annual financial statements of the Seller
         for its financial year ended 28 February 1999 and except to the
         extent required by changes in South African generally accepted
         accounting practice since the date of the last audited annual
         financial statements;

5.2.1.6  fairly reflect the financial position, affairs, operations and
         results of the Business as at the Effective Date;

5.2.1.7  be signed by the Seller's auditors, without any qualification;

5.2.2    true copies of the Effective Date Accounts will be delivered to the
         Purchaser as soon as possible after their completion, but in any
         event by no later than 1 Business Day after the Signature Date.

5.3      In addition, the Seller shall at its cost and expense procure that,
         simultaneously with the preparation of the Effective Date Accounts,
         that its auditors prepare an adjustment account, subject to the
         provisions of 5.2.1.5, which shall reflect:


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                                                                              11



5.3.1    all prepayments of interest, taxation, rates, electricity, water,
         metropolitan substructure charges, insurance and the like made by
         the Seller in respect of the Business PRIOR to the Effective Date in
         respect of any period AFTER the Effective Date if such asset was not
         taken into account in arriving at the purchase price of the
         Business, as at the Effective Date, which amount shall be credited
         in the adjustment account to the Seller; and

5.3.2    all prepayments of interest, taxation, rates, electricity, water,
         metropolitan substructure charges, insurance and the like made by
         the Purchaser in respect of the Business AFTER the Effective Date in
         respect of any period PRIOR to the Effective Date if such asset was
         not taken into account in arriving at the purchase price of the
         Business, as at the Effective Date, which amount shall be credited
         in the adjustment account to the Purchaser.

5.4      Amounts credited to the Seller and the Purchaser pursuant to 5.3.1
         and 5.3.2 respectively, shall be set-off against each other and:

5.4.1    if there is a credit balance in favour of the Purchaser, then the
         purchase price in 6 shall be reduced by an amount equal to such
         balance; or

5.4.2    if there is a credit balance in favour of the Seller, then the
         purchase price in 6 shall be increased by an amount equal to such
         balance.

5.5      If an amount is owing by:

5.5.1    the Seller to the Purchaser pursuant to 5.4.1, such amount shall be
         due and payable by the Seller to the Purchaser by telegraphic
         transfer into a current account to be designated by the Purchaser
         for that purpose; or

5.5.2    the Purchaser to the Seller pursuant to 5.4.2, such amount shall be
         due and payable by the Purchaser by telegraphic transfer into the



<PAGE>


                                                                              12




         Seller's current account to be designated by the Seller for that
         purpose, within 10 Business Days after the Seller's auditors shall
         have  issued a certificate stipulating what amount is due and payable
         by either the Seller or the Purchaser pursuant to the provisions of
         5.3 and 5.4 and shall have delivered that certificate to both the
         Seller and the Purchaser.

5.6      For the purposes of the Effective Date Accounts, the Assets shall,
         subject to 5.2.1.2, be reflected at the following values:

5.6.1    the value of each item of the Fixed Assets referred to in 4.4.2 and
         the other assets referred to in 4.4.6 shall be its book value at the
         Effective Date, unless and to the extent indicated otherwise in
         SCHEDULE 5;

5.6.2    the value of the Contracts referred to in 4.4.4 shall be the value
         reflected in SCHEDULE 5;

5.6.3    the value of the goodwill referred to in 4.4.5, shall be the value
         reflected in SCHEDULE 5.

5.7      For the purposes of 5.6.1, the "book value" of any asset shall be
         the written-down value of the asset in the Seller's books after
         allowing for depreciation up to the Effective Date to the extent
         which such depreciation has been and will be allowed as a deduction
         for tax purposes.

6   PURCHASE PRICE AND PAYMENT

6.1      The purchase price to be paid by the Purchaser to the Seller in
         respect of the Business shall be R 1,00.


<PAGE>


                                                                              13




6.2      The purchase price in 6.1 shall be paid by the Purchaser to the
         Seller:

6.2.1    once the suspensive conditions in 3 have been fulfilled;

6.2.2    the Effective Date Accounts have been delivered to the Purchaser in
         accordance with 5.1 ("the Completion Date"), in cash provided that if
         any amount is due by the Seller to the Purchaser on that date in terms
         of 5.3.1 then such amount shall be deducted from the purchase price in
         6.1 and the balance, if any, shall be paid to the Seller.

7   CREDITORS AND LIABILITIES OF THE BUSINESS

7.1      Subject to 7.2, the Purchaser shall assume and discharge all the
         Liabilities which are reflected in the Effective Date Accounts.

7.2      Notwithstanding anything to the contrary anywhere else in this
         Agreement :

7.2.1    the Purchaser shall also  assume  and discharge any and all
         liabilities of the Business (or any part thereof) which are not
         reflected in the Effective Date Accounts and which cause of action
         arose prior to the Effective Date, provided that the Purchaser's
         total obligations and liabilities in terms of this 7.2.1 and 7.2.3
         shall in no circumstances whatsoever exceed the sum of R 350 000,00;

7.2.2    the Purchaser shall, from the Completion Date, assume all the
         obligations and liabilities of the Seller in connection with Matrix
         Vehicle (Tracking) Proprietary Limited;



<PAGE>


                                                                             14




7.2.3    the Purchaser shall, from the Completion Date, assume all the
         obligations and liabilities of the Seller in connection with any
         sale of technology agreement concluded between the Seller and a
         third party ("the Third Party") relating the WGT ("the Sale of
         Technology Agreement");

7.2.4    The Third Party shall be entitled to cede to any other person all of
         its rights in terms the Sale of Technology Agreement against the
         Seller and that such person shall accordingly be:

7.2.4.1  deemed to be a third party beneficiary of the obligations of the
         Purchaser in terms of the Sale of Technology Agreement;

7.2.4.2  to pursue against the Purchaser any claims that such person may have
         in connection with the representations, warranties and covenants
         made by the Seller to the Third Party in the Sale of Technology
         Agreement.

7.2.5    shall be construed so as to  relieve the Seller from the payment of
         any tax, duty or levy imposed by the Income Tax Act, 1962 or imposed
         by any other law administered by the Commissioner for Inland Revenue
         or imposed by any other fiscal or revenue laws, provided that the
         Purchaser shall reimburse the Seller for such tax amount as may be
         levied for the period between the Effective Date and the Completion
         Date against receipt of the relevant asssessment.

7.3      The Purchaser indemnifies the Seller and holds it harmless against
         all the Liabilities shown in the Effective Date Accounts and subject
         to the proviso in 7.2.1, against all other liabilities referred to
         in 7.2 and against any demand, claim, action or other legal
         proceedings made or instituted against the Seller in respect of any
         of such



<PAGE>


                                                                              15




         liabilities, and against all costs incurred by the Seller or awarded
         against it in respect of any such demand, claim, action or other
         legal proceedings.

7.4      Without prejudice to the provisions of 8.1.2, the Seller or its
         representatives shall be entitled to make copies of the books of
         account of the Business to such extent as the Seller may reasonably
         require from time to time, for the purposes of monitoring the way in
         which the Purchaser discharges its obligations under this clause 7.

8   DELIVERY

8.1      On the Completion Date:

8.1.1    each item of the Fixed Assets referred to in 4.4.2, the cash-on-hand
         and cash-at-bank referred to in 4.4.3 and the other assets referred
         to in 4.4.6 shall be delivered by the Seller to the Purchaser at the
         premises at which they are located on that date;

8.1.2    or as soon thereafter as is reasonably possible, the Seller shall
         deliver to the Purchaser all the Contracts, books, records and other
         documents of the Business as at the Effective Date provided that:

8.1.2.1  insofar as the Seller is obliged in law to retain any such book,
         record or document then he shall deliver a photocopy thereof to the
         Purchaser;

8.1.2.2  if the Seller requires to make copies of or to inspect any such
         book, record or document after the Effective Date then it shall be
         entitled to do so during normal business hours upon giving the
         Purchaser


<PAGE>


                                                                              16




         reasonable written notice to that effect, provided that such book,
         record or document relates to the operations of the Business prior
         to the Effective Date.

9   OWNERSHIP, RISK AND BENEFIT

9.1      All risk and benefit in the Assets and the Business shall pass from
         the Seller to the Purchaser on the Effective Date.

9.2      Notwithstanding delivery in terms of 8 and the passing of the risk
         referred to in 9.1, the ownership of the Assets and the Business
         shall only pass from the Seller to the Purchaser on the Completion
         Date.

9.3      The parties record that the Seller will continue to operate the
         Business during the period between the Effective Date and the
         Completion Date as agent for and on behalf of the Purchaser, and
         between the Seller and the Purchaser INTER SE, the Purchaser would
         subject always to the provisions of 9.4 and 9.5, be put in the same
         position as that in which the Purchaser would have been, had the
         transfer of the Assets of the Business physically taken place on the
         Effective Date.

9.4      Any profit made or any loss suffered or liability incurred by the
         Business during the period between the Effective Date and the
         Completion Date shall be for the Purchaser's sole benefit and
         account provided that the Purchaser shall not be liable for any loss
         if any of the assets of the Business are sold or otherwise disposed
         of during the period between the Effective Date and the Completion
         Date without the prior written approval of the Purchaser.


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                                                                              17



9.5      The Purchaser hereby indemnifies the Seller and holds it harmless
         against any claim which may be instituted by any third party against
         the Seller for any loss or damage or liability incurred by any such
         third party during the period after the Effective Date insofar as
         the carrying on of the Business during the period after the
         Effective Date is concerned

10  ASSIGNMENT OF CONTINUING CONTRACTS AND IMPROVEMENTS IN THE WGT

10.1     For the purposes of this clause 10, "Continuing Contract", in
         relation to the Business, means the ongoing Contracts entered into
         by the Seller with third parties for the purposes of the Business.

10.2     The Seller shall, subject to 10.4, be obliged to assign to the
         Purchaser with effect from the Effective Date, all its rights and
         obligations under every Continuing Contract, and the Purchaser shall
         be obliged to accept the assignment of all those rights and
         obligations under each such Continuing Contract.

10.3     Each party shall be obliged to enter into all such agreements and
         sign all such documents and do all such things as may reasonably be
         required of it to give effect to the provisions of 10.2.

10.4     Where any other party to any Continuing Contract assigned to the
         Purchaser in terms of 10.2 does not consent to its assignment then:

10.4.1   the Purchaser shall carry out the Seller's obligations under the
         Continuing Contract in question, as if the Purchaser were a
         subcontractor to the Seller, and shall be entitled to all of the
         Seller's rights and benefits under the Continuing Contract in
         question;


<PAGE>


                                                                              18



10.4.2   if the terms of the Continuing Contract do not permit the provisions
         of 10.4.1 to be carried into effect, then the Purchaser and the
         Seller shall co-operate with each other in a lawful manner to enable
         the objects of this clause 10 to be achieved with respect to the
         contract in question.

10.5     The Purchaser hereby indemnifies the Seller and holds it harmless
         against any claim or loss instituted or asserted by any third party
         against the Seller for any loss or damage or liability incurred by
         or to such third party with respect to the conduct of the Business
         after the Effective Date, but only in respect of any claims, the
         cause of action of which will have arisen before the Effective Date,
         provided that the Purchaser shall not be obliged to indemnify the
         Purchaser against any liability of the Seller which is included
         among the Liabilities as shown in the Effective Date Accounts and
         provided further that the Purchaser's total obligations and
         liabilities in terms of this 7.2.1 and 7.2.3 shall in no
         circumstances whatsoever exceed the sum of R 350 000,00.

10.6     Should either the Purchaser or the Seller, or any employee of the
         Purchaser or the Seller or anyone else under the Purchaser's or the
         Seller's control or working in association with the Purchaser or the
         Seller, as the case may be ("the Discovering Party"), make or
         discover any improvement relating to the WGT and capable of
         commercial exploitation:

10.6.1   the Discovering Party shall  be obliged to notify the other party
         thereof ("the Receiving Party") as soon as is reasonably possible
         under the circumstances and to make the relevant know-how,
         technology and related intellectual property ("the New Intellectual
         Property") available for exploitation to the Receiving Party free of
         any royalty, charge or fee of whatsoever nature, provided that the
         Receiving Party:


<PAGE>


                                                                              19




10.6.1.1 should such party be the Purchaser, shall only be entitled to
         exploit the New Intellectual Property in the Territory;

10.6.1.2 should such party be the Seller, shall only be entitled to exploit
         the New Intellectual Property in countries and territories not in
         the Territory; and

10.6.2   if the improvement in question is an invention capable of being
         registered as a patent, then:

10.6.2.1 the Discovering Party shall have the right to apply at its cost for
         letters patent therefor in the RSA, the Territory and in all other
         countries of the world;

10.6.2.2 any letters patent issued in respect of the invention shall be and
         remain the Discovering Party's sole property, subject always to the
         Receiving Party's right of use and exploitation in terms of 10.6.1.

11  LEASED ASSETS

11.1     The Seller, insofar as it is able to do so, hereby cedes all of its
         rights and delegates all of its obligations under the leases of
         assets and instalment sale agreements set out in SCHEDULE 6 to the
         Purchaser with effect from the Effective Date and the Purchaser
         accepts such assignments, provided that should the lessor in respect
         of any such lease or the credit grantor in respect of any such
         instalment sale agreement, as the case may be, not consent to the
         assignment of that lease or instalment sale, as the case may


<PAGE>


                                                                              20



         be, to the Purchaser, then the Seller shall, subject to 12.2,
         sub-let the assets in question to the Purchaser at the same rental
         and on the same terms and conditions, mutatis mutandis, as provided
         for in the lease(s) between the lessor(s) in question and the Seller
         (in the case of the leases) or as provided for in the instalment
         sale agreement(s) between the creditor grantor(s) and the Seller (in
         the case of instalment sale agreements).

11.2     If the terms of any one or more of the leases or instalment sale
         agreements, as the case may be, do not permit the provisions of 11.1
         to be carried into effect, then the Purchaser and the Seller shall
         co-operate with each other in a lawful manner to enable the objects
         of this clause 11 to be achieved with respect of the contract in
         question.

12  WARRANTIES

    The parties agree and record that the Seller gives the Purchaser no
    warranties and makes no representations in connection with the Assets,
    and that the Assets are accordingly sold voetstoots, that is "as is".


13  EMPLOYEES OF THE BUSINESS

13.1     It is recorded that all the employees of the Business who were in
         the Seller's employment on the Effective Date (save for the
         employees in SCHEDULE 7 who are to remain in the Seller's employ,
         "the Employees") will be employed by the Purchaser in accordance
         with the relevant provisions of the Labour Relations Act, 1995 ("the
         Labour Relations Act") on terms and conditions of employment and
         employment benefits which will be substantially the same as the
         terms and conditions and employment benefits which applied to the
         Employees immediately prior to the Effective Date.


<PAGE>


                                                                              21




13.2     The Purchaser undertakes to the Seller that it will:

13.2.1   recognise and give effect to the length of service and service
         record of each of the Employees for the purposes of any awards for
         long service by the Purchaser at any time after the Effective Date;

13.2.2   assume all the liabilities relating to leave pay and bonus pay and
         any other incentives or benefits which are not paid monthly and
         which are due to the Employees, provided that such liabilities are
         fully provided for in the Effective Date Accounts; and

13.2.3   assume all the liabilities relating to the costs incurred and
         amounts to be paid in respect of the retrenchment of any of the
         Employees who are retrenched by the Purchaser after the Effective
         Date.

13.3     The Purchaser hereby indemnifies and holds the Seller harmless
         against all the costs referred to in 13.2.2 and 13.2.3 and
         undertakes forthwith upon receipt of a written request from the
         Seller, to pay such amount(s) to the Seller, where The Seller has
         paid any such amount on the Purchaser's behalf.

13.4     The Seller shall remain liable for and shall pay to each of the
         Employees all amounts which are payable to the Employees up to the
         termination of his or her service contract with the Seller but
         excluding any amount referred to in 13.2.2 and 13.2.3. The Seller
         hereby warrants and represents to the Purchaser that the Effective
         Date Accounts shall include full and adequate provisions for all
         liabilities directly or indirectly associated with every Employee
         insofar as wages, accrued leave pay or any other compensation,
         remuneration or fringe benefits in respect of the period up to and
         including the Effective Date are concerned.


<PAGE>


                                                                              22





13.5     The Seller confirms having notified and, where legally obliged to do
         so, having consulted with the Employees in relation to the disposal
         of the Business prior to the Effective Date.

13.6     If required by the Labour Relations Act, the Purchaser shall submit
         to each of the Employees a written offer for the purpose of giving
         effect to the requirements of 13.1, which written offer shall be
         submitted to the Employees as soon as possible after the Seller
         gives its notice of termination to them. The Seller shall use its
         best endeavours to ensure that the Employees will accept the offers
         of employment to be made to them by the Purchaser.

13.7     The Purchaser shall have free access to all of the Employees during
         the period from the Signature Date to the Completion Date in order
         to consult with them about the offers of employment to be made to
         them and their future employment with the Purchaser after the
         Completion Date. The Seller shall provide all such assistance as the
         Purchaser may reasonably require to make such access possible.

13.8     The parties shall communicate and liaise with each other and
         generally co-operate with each other so as to ensure as far as
         possible an orderly transfer of the services of the Employees who
         accept the Purchaser's offer of employment if such procedure is
         required or are transferred automatically pursuant to the provisions
         of the Labour Relations Act from the service of the Seller to the
         service of the Purchaser, as the case may be, and to consult where
         necessary with any trade unions or other representative bodies who
         may need to be consulted for that purpose.

13.9     The provisions of this clause 13 are not intended as a STIPULATIO
         ALTERI in favour of any transferring Employee and shall not operate
         to create any rights in favour of any person who is not a party to
         this Agreement.


<PAGE>


                                                                              23



14  GOOD FAITH

    The parties undertake in favour of one another to observe the utmost
    good faith in the implementation of the provisions of this Agreement,
    and each of the parties hereby undertakes in favour of the other party
    that in their dealings with each other it shall neither do anything nor
    refrain from doing anything which might prejudice or detract from the
    rights, assets or interests of the other party.

15  PAYMENTS

15.1     All payments to be made by either party to the other in terms of
         this Agreement shall be made free of bank and other charges.

15.2     If any amount payable by either party is not paid on its due date
         then, in addition and without prejudice to any other remedies, the
         amount of the payment or any balance outstanding from time to time
         shall bear interest at Prime Rate (compounded monthly in arrear)
         from the date it falls due until it is discharged in full.

16  BREACH

16.1     The Seller shall be entitled to cancel this Agreement summarily by
         giving written notice to that effect to the other parties if the
         Purchaser fails to pay on due date any amount which becomes due and
         payable in terms of 6.1 and remains in default for 14 days after
         receiving written notice from the Seller to remedy the default.

16.2     Should the Purchaser commit any other breach of this Agreement, the
         Seller shall not be entitled to cancel it unless the breach is
         material and cannot be remedied adequately by the payment of damages
         and, being such a breach, it is not remedied or is not capable of
         being remedied by specific performance within a


<PAGE>


                                                                              24





         reasonable time after the Purchaser receives written notice from the
         Seller to remedy the breach.

16.3     Should the Seller commit any breach of this Agreement, the Purchaser
         shall not be entitled to cancel it unless the breach is material and
         cannot be remedied adequately by the payment of damages and, being
         such a breach, it is not remedied or is not capable of being
         remedied by specific performance within a reasonable time after the
         Seller receives written notice from the Purchaser to remedy the
         breach.

16.4     The remedies of each party in terms of this clause 16, shall not be
         exhaustive and shall be in addition and without prejudice to any
         other remedies it has under or in consequence of this Agreement.

17  THE INSOLVENCY ACT, 1936

17.1     The parties agree that notice of this transaction will not be
         published in accordance with the requirements of Section 34 of the
         Insolvency Act, 1936.

17.2     The Seller hereby indemnifies the Purchaser and holds the Purchaser
         harmless against any claim of any nature which may be made against
         the Purchaser or against any loss or damage of any nature whatsoever
         which the Purchaser may suffer as a result of the non- publication
         of the notices referred to in 17.1.

18  CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS

18.1     Neither party shall make any public announcement or statement about
         this Agreement or its contents without first having obtained the
         other's prior written consent (which may not be unreasonably
         withheld) to the announcement or statement and to its contents.



<PAGE>


                                                                              25




18.2     The provisions of 18.1 shall not apply to any announcement,
         statement or disclosure which any of the parties is obliged to make
         by virtue of shares of its holding company or any of its
         subsidiaries being listed on any stock exchange, provided that the
         party in question shall consult with the other before making any
         announcement, statement or disclosure contemplated in this clause
         18.2.

18.3     Notwithstanding anything to the contrary anywhere else in this
         clause 18, any the Seller shall be entitled to notify its customers
         and suppliers of this Agreement and its consequences at any time
         after the first public announcement has been made by either party in
         accordance with the requirements of this clause 18.

19  ARBITRATION

19.1     Any dispute arising out of this Agreement or the interpretation
         thereof, both while in force and after its termination, shall be
         submitted to and determined by arbitration. Such arbitration shall
         be held in Johannesburg unless otherwise agreed to and shall be held
         in a summary manner with a view to it being completed as soon as
         possible.

19.2     There shall be one arbitrator who shall be, if the question in issue
         is:

19.2.1   primarily an accounting matter, an independent chartered accountant
         of not less than 15 years' experience as such;

19.2.2   primarily a legal matter, a practising senior counsel or retired
         judge of the High Court of South Africa;

19.2.3   primarily a technical matter, a suitably qualified person; and



<PAGE>


                                                                              26




19.2.4   any other matter, a suitably qualified person.

19.3     The appointment of the arbitrator shall be agreed upon between the
         parties, but failing agreement between them within a period of 14
         days after the arbitration has been demanded, either of the parties
         shall be entitled to request the Chairman for the time being of the
         Arbitration Foundation of Southern Africa to make the appointment
         who, in making his appointment, shall have regard to the nature of
         the dispute.

19.4     The arbitrator shall have the powers conferred upon an arbitrator
         under the Arbitration Act, 1965, as amended, or re-enacted in some
         other form from time to time, but shall not be obliged to follow the
         procedures described in that Act and shall be entitled to decide on
         such procedures as he may consider desirable for the speedy
         determination of the dispute, and in particular he shall have the
         sole and absolute discretion to determine whether and to what extent
         it shall be necessary to file pleadings, make discovery of documents
         or hear oral evidence.

19.5     The decision of the arbitrator shall be final and binding on the
         parties, and may be made an order of any court of competent
         jurisdiction. Each of the parties hereby submits itself to the
         Witwatersrand Local Division of the High Court of South Africa
         should the other party wish to make the arbitrator's decision an
         order of that Court.

20  DOMICILIUM CITANDI ET EXECUTANDI

20.1     Each party chooses the address set out opposite its name below as
         its DOMICILIUM CITANDI ET EXECUTANDI at which all notices, legal
         processes and other communications must be delivered for the
         purposes of this Agreement:



<PAGE>


                                                                              27




20.1.1   the Seller:     Lakeside Place
                         1 Ernst Oppenheimer Drive
                         Bruma Lake
                         Johannesburg
                         2198

                         Telefax :(011) 622-8973

20.1.2   the Purchaser:  Lakeside Place
                         1 Ernst Oppenheimer Drive
                         Bruma Lake
                         Johannesburg
                         2198

                         Telefax :(011) 622-8973

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

20.3     Any party may by written notice to the other parties change its
         chosen address to another physical address and/or its chosen telefax
         number to another telefax number, provided that the change shall
         become effective on the fourteenth day after the receipt of the
         notice by the addressee.

20.4     Any notice to a party contained in a correctly addressed envelope
         and:

20.4.1   sent by prepaid registered post to it at its chosen address;  or

20.4.2   delivered by hand to a responsible person during ordinary business
         hours at its chosen address,


<PAGE>


                                                                              28





         shall be deemed to have been received, in the case of 20.4.1, on the
         seventh business day after posting (unless the contrary is proved)
         and, in the case of 20.4.2, on the day of delivery.

20.5     Any notice by telefax to a party at its telefax number shall be
         deemed, unless the contrary is proved, to have been received within
         24 hours of transmission where it is transmitted during normal
         business hours or within 24 hours of the opening of business on the
         first business day after it is transmitted where it is transmitted
         outside those business hours.

21  INTERPRETATION

21.1     In this Agreement, unless the context requires otherwise:

21.1.1   words importing any one gender shall include the other two genders;

21.1.2   the singular shall include the plural and vice versa;

21.1.3   a reference to natural persons shall include created entities
         (corporate or unincorporate) and vice versa;

21.1.4   the headings have been inserted for convenience only and shall not
         be used for nor assist or affect the interpretation of this
         Agreement.

21.2     If any definition contains a substantive provision conferring rights
         or imposing obligations on anyone, effect shall be given to it as if
         it were a substantive provision in the body of this Agreement.


<PAGE>


                                                                              29





21.3     Any reference to an enactment is to that enactment as at the date of
         signature of this Agreement and as amended or re-enacted from time
         to time.

21.4     When any number of days is prescribed in this Agreement, such days
         shall be reckoned exclusively of the first and inclusively of the
         last day unless the last day falls on a Saturday, Sunday or official
         public holiday in the RSA, in which case the last day shall be the
         next succeeding day which is not a Saturday, Sunday or public
         holiday.

21.5     Expressions defined in this Agreement shall bear the same meanings
         in Schedules to this Agreement which do not themselves contain their
         own definitions.

21.6     Where any term is defined within the context of any particular
         clause in this Agreement, the term so defined, unless it is clear
         from the clause in question that the term so defined has limited
         application to the relevant clause, shall bear the meaning ascribed
         to it in that clause, for all purposes in terms of this Agreement,
         notwithstanding that that term has not been defined in 1.

22  GENERAL

22.1     This document and the Schedules to it contain the entire Agreement
         between the parties.

22.2     If any clause or term of this Agreement should be invalid,
         unenforceable or illegal, then the remaining terms and provisions of
         this Agreement shall be deemed to be separate and severable
         therefrom, and shall continue in full force and effect unless such
         invalidity, unenforceability or illegality goes to the root of this
         Agreement.


<PAGE>


                                                                              30




22.3     No party shall have any claim or right of action arising from any
         undertaking, representation or warranty not included in this
         document.

22.4     No failure by a party to enforce any provision of this Agreement
         shall constitute a waiver of such provision or affect in any way a
         party's right to require performance of any such provision at any
         time in the future, nor shall the waiver of any subsequent breach
         nullify the effectiveness of the provision itself.

22.5     No agreement to vary, add to or cancel this Agreement shall be of
         any force or effect unless reduced to writing and signed by or on
         behalf of the parties to this Agreement.

22.6     No party may cede any of its rights or delegate any of its
         obligations under this Agreement without the prior written consent
         of the other party.

22.7     Each party warrants that it is acting as a principal and not as an
         agent for an undisclosed principal.

23  COSTS

    Each party shall bear its own costs of and incidental to the negotiating,
    drafting and preparation of this Agreement.


                                                                              31


<PAGE>


SIGNED at   Bruma   on the   May 13   1999
           -------          --------


                                               For:     WASP INTERNATIONAL
                                                        (PROPRIETARY) LIMITED



                                                   /s/ ALBERT VAN URK
                                                 -----------------------------
                                                 Signatory : Albert van Urk
                                                 Capacity  :       Director
                                                 Authority :



<PAGE>


                                                                              32




SIGNED at   Bruma   on the   May 13   1999
           -------          --------


                                        For:     WASP S.A.  (PROPRIETARY)
                                                 LIMITED

                                                   /s/ GUY REDFORD
                                                 -----------------------------
                                                 Signatory :
                                                 Capacity  :       Director
                                                 Authority : Board






<PAGE>






                                                                      SCHEDULE 1



DESCRIPTION OF THE BUSINESS

COMPANY PROFILE

Wasp Internation (Pty) Ltd was founded in late 1994 and incorporated towards
the end of 1995 to undertake GSM wireless communication developments. It is
privately owned and funded. The shareholder are actively involved in the
business.

Wasp has become an I.T. services company with particular focus on GSM (Global
System for Mobile Communications) data communications. Key services provided
encompass positioning, location-based services and telematics.

Wasp's core business is to design, develop, manufacture, operate and market
world-class GSM peripheral applications and services.

Manufacturing, sales, distribution, fleet management and theft recovery
operations are managed on an outsourced basis. Key skills are in electronic
hardware development, embedded control communication, data warehouse and data
distribution, communication software programming and an acute knowledge of
GSM communication at all levels - network switch, terminals, communication
layers, TC/IP, SMPP and SS7 blue book specifications, database design and
development of billing systems interacting with the network processes.

Wasp designed, developed and operates an acclaimed "World First" in GSM
virtual positioning that is deployed successfully in vehicle tracking and
theft recovery. This systems operates over the MTN GSM network and supports
in excess of 15,000 operational units.

The complete system is a multi-faceted development embracing all facets of
terminal design, manufacturing, communication, backbone database development,
billing, and operational services that interface with customer driven front
end or bureau operated graphical information systems. The high volume fault
redundant communication servers, and the interactive customer support systems
and response services are unmatched by any other company in GSM developments
for remote vehicle management. These systems and facilities are highly rated
and respected in the GSM and wireless communications industry.

The system is regarded as the foremost technology for interactive "theft
recovery and remote fleet management" providing secure, reliable digital
bi-directional GSM communication throughout and beyond the national network
coverage footprint.

More recently the development has been expanded to include a comprehensive
full feature GSM communication based fleet management system supporting GPS
positioning, that can integrate with trunk and open radio and interacts with
a modular full feature transportation and logistics management system.

Wasp's products are assembled in ISO 9002 facilities and incorporate
extensive lifelong quality and functionality testing.

During late 1997 a letter of intent was signed and later this year agreement
reached with Technor International Inc, a NASDAQ OTC listed stock (TNOR) for
non-exclusive distribution rights for the technology in Sweden and Nordic
countries. This may, if required be expanded to Europe and other GSM areas.

Wasp actively seeks joint venture relationships and has secured key contracts
that have facilitated developments in niche markets and applications, which
have prohibitively high cost entry considerations for competitors.

Wasp's strategy has been to follow a low market profile whilst the
technologies and systems were being developed and proven for robust
commerical application. The foundation platforms for varied applications
deployment is commercially stable, tested for high volume processing and
ready for rapid role out to high demand markets. There are few known
competitors involved in dedicated GSM development. GSM tariffs, control of
GSM equipment and high technology development costs remain the challenges and
barriers to entry for competitors.

Wasp's products and services have attracted significant international
interest. Wasp is now in the process of restructuring its business to exploit
these opportunities both locally and internationally.


<PAGE>







                                                                      SCHEDULE 2



CONTRACTS



All contracts, whether verbal or otherwise, with the following Companies and
all other suppliers in the normal course of business are ceded to Wasp S.A.
(Pty) Ltd in terms of the Sale of Business Agreement:

Capital Air (Pty) Ltd
Capital Control Centre (Pty) Ltd
PGG Radio Communications (Pty) Ltd
Barlows Trucks Logistics & Contracts (Pty) Ltd
Infobank cc
Matrix Vehicle Tracking (Pty) Ltd
AMS Holdings (Pty) Ltd
MTN
Wavecom
Applied Test Systems



<PAGE>






                                                                      SCHEDULE 3


FIXED ASSETS

         WASP S.A. FIXED ASSET REGISTER        Office Equipment


OFFICE EQUIPMENT WRITTEN OFF OVER              4 YRS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Description      Date     Num  Name                   Memo             Cost Price     Depr '97   Depr '98    Depr '99       NBV
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      28-Feb-99
<S>         <C>          <C>  <C>              <C>                     <C>            <C>        <C>         <C>         <C>

   Cheque   11-Mar-98    1370 Makro            Generator                 3,903.51                              975.88     2,927.63
            14-Apr-98    1405 Macrowatt        Grommet Mould             2,100.00                              481.25     1,618.75
            25-Jun-98    1518 Connecta         Pneumatic Fixture Kit     7,560.00                            1,417.50     6,142.50
            18-Sep-98    1669 Canon            Fax Machine               6,495.00                              811.80     5,683.13
            11-Nov-98    1759 Label Data       Label Printing Machine    8,743.55                              728.63     8,014.92
            30-Nov-98    1902 Datamet          LS4004 Scanner            2,811.40                              234.28     2,577.12
            14-Jan-99    1929 Datamet          Handheld Scanner           2,943.78                              122.66     2,821.12
                                                                       -----------------------------------------------------------
Total Office Equipment                                                  34,557.24            -          -    4,772.07    29,785.17
                                                                       ===========================================================
</TABLE>

                                   Page 1


<PAGE>

         WASP S.A. FIXED ASSET REGISTER         Furniture & Fittings

FURNITURE & FITTINGS WRITTEN OFF OVER           6 YRS


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Description      Date     Num  Name                   Memo             Cost Price     Depr '97   Depr '98    Depr '99       NBV
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        28-Feb-99
<S>         <C>          <C>  <C>              <C>                     <C>            <C>        <C>         <C>         <C>
   Cheque   24-Nov-95     105 Sembel-it                                  2,419.30       510.37     403.20      403.06    1,102.67
   Cheque   29-Nov-95     106 Sembel-it                                  2,419.30       504.85     403.20      403.06    1,108.19
   Bill      4-Mar-96   36091 KMI                                        3,464.00       571.01     577.31      577.10    1,738.58
   Bill      5-Mar-96   36154 KMI                                       10,512.00     1,728.00   1,751.93    1,751.30    5,280.77
   Bill     18-Apr-96   37292 KMI                                          357.00       357.00       0.00        0.00         -
   Cheque   22-May-96     249 Makro             Um                         447.18       447.18       0.00        0.00         -
   Bill     20-Jun-96   39182 KMI                                        5,666.00       654.57     944.30      943.96    3,123.18
   Cheque   17-Jul-96     334 Unirack           Computer cabinet         2,040.00       210.52     339.99      339.86    1,149.63
   Bill     28-Aug-96   40396 KMI                                          150.00       150.00       0.00        0.00         -
   Cheque   10-Sep-96     431 Dexian                                     2,100.00       163.97     349.99      349.86    1,236.18
   Bill     19-Sep-96   41125 KMI                                        2,517.00       186.19     419.48      419.33    1,491.99
   Cheque   20-Sep-96     444 Hyperama          Carpets                  1,385.96       101.89     230.98      230.90      822.18
   Bill     27-Sep-96   41426 KMI                                        1,218.00        85.65     202.99      202.92      726.44
   Bill     30-Sep-96   41544 KMI               Plus C/N 4194              824.53       824.53       0.00        0.00         -
   Cheque    2-Dec-96     552 Data-net          Cabinet                  3,752.72       150.79     625.43      625.20    2,351.30
   Cheque   31-Jan-97     656 Hyperama          Microwave                1,489.47        19.04     248.24      248.15      974.05
   Cheque    5-May-97     814 Austen Safe                               13,443.11                1,866.35    2,239.62    9,337.14
   Cheque   18-Aug-97    1015 Ryan James                                   944.00                   91.74      157.27      694.99
   Bill     18-Aug-97   50949 KMI                                        1,601.00                  155.59      266.73    1,178.68
   Cheque   26-Aug-97    1025 Lithos                                    20,847.20                2,026.00    3,473.14   15,348.06
   Cheque   15-Sep-97    1071 Lithos                                       960.00                   79.97      159.94      720.10
   Bill     19-Sep-97  119603 Optiplan                                   2,329.00                  194.01      388.01    1,746.98
   Cheque    2-Oct-97    1105 Ryan James                                 1,914.00                  132.86      318.87    1,462.26
   Cheque   25-Nov-97    1189 Ryan James                                   517.00                   28.71       86.13      402.16

                                                                       -----------------------------------------------------------
Total Furniture & Fittings                                              83,317.77     6,665.56  11,072.26   13,584.41   51,995.54
                                                                       ===========================================================
</TABLE>

                                   Page 1

<PAGE>


         WASP S.A. FIXED ASSET REGISTER        Software

COMPUTER SOFTWARE WRITTEN OFF OVER             2 YRS


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Description      Date     Num  Name                   Memo             Cost Price     Depr '97   Depr '98    Depr '99       NBV
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        28-Feb-99
<S>         <C>          <C>  <C>              <C>                     <C>            <C>        <C>         <C>         <C>
    Cheque  19-Feb-98    1339 VIP              Payroll software          2,355.00                   98.13    1,177.50    1,079.38
    Cheque  18-Mar-98    1374 Datamet          CISCO 11.2               10,964.03                            5,482.02    5,482.02
            11-Nov-98    1759 Label Data       Labelview Software        3,084.52                              514.09    2,570.43
                                                                       -----------------------------------------------------------
                                                                        16,403.55          -        98.13    7,173.60    9,131.82
                                                                       ===========================================================
</TABLE>

                                   Page 1


<PAGE>


         WASP INTERNATIONAL FIXED ASSET REGISTER        Vehicles

MOTOR VEHICLES WRITTEN OFF OVER                4 YRS


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Description      Date     Num  Name                   Memo             Cost Price     Depr '97   Depr '98    Depr '99       NBV
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        28-Feb-99
<S>         <C>          <C>  <C>              <C>                     <C>            <C>        <C>         <C>         <C>
    Cheque  10-Feb-97     670 Wesbank          Uno Delivery             10,069.65      124.15     2,517.41    2,517.41    4,910.68
                                                                       -----------------------------------------------------------
 Total Motor Vehicles                                                   10,069.65      124.15     2,517.41    2,517.41    4,910.68
                                                                       ===========================================================
</TABLE>

                                   Page 1

<PAGE>


         WASP INTERNATIONAL FIXED ASSET REGISTER        Computer Equipment

COMPUTER EQUIPMENT WRITTEN OFF OVER            3 YRS


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Description      Date     Num  Name                   Memo             Cost Price     Depr '97   Depr '98    Depr '99       NBV
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        28-Feb-99
<S>         <C>          <C>  <C>           <C>                       <C>            <C>        <C>         <C>         <C>

C1 Cheque   26-Jan-96    128 Datamet        DX 4/100                     9,460.53     3,447.26   3,153.48     2,859.79        -
C2 Cheque    8-Feb-96    144 Datamet        DX 4/100                     1,072.53       378.08     357.51       336.94        -
C3 Bill      8-May-96    444 Datamet        Etherlink & 8Port Hub          921.93       921.93       0.00         0.00        -
   Bill     15-May-96    459 Datamet        Trio 64 with 2Mb Dram          429.82       429.82       0.00         0.00        -
   Bill     22-May-96    461 Datamet        Modem & 3 Modem adaptors     1,002.63       258.21     334.21       334.21      76.01
   Bill     24-May-96    467 Datamet        Computer                     2,517.54       643.75     839.17       839.17     195.45
   Bill     27-May-96    470 Datamet        Scanner                        293.86       293.86       0.00         0.00        -
   Bill      3-Jun-96    477 Datamet        Computer Expenses            1,911.52       471.33     637.17       637.17     165.86
   Bill      6-Jun-96    487 Datamet        Computer Expenses            1,494.74       364.47     498.24       498.24     133.79
   Bill     20-Jun-96    506 Datamet        Computer Expenses            4,212.28       973.25   1,404.08     1,404.08     430.87
   Bill     27-Jun-96    516 Datamet        Cable                        6,522.81     1,465.40   2,174.25     2,174.25     708.91
   Bill      4-Jul-96    523 Datamet        Cable                          379.62       379.62       0.00         0.00        -
   Bill     10-Jul-96    529 Datamet        Monitors,                    7,235.96     1,539.71   2,411.96     2,411.96     872.32
   Bill     16-Jul-96    533 Datamet        Monitors                    13,369.30     2,771.54   4,456.39     4,456.39   1,684.98
   Bill     17-Jul-96    537 Datamet        Office Pro for Win 95        1,664.91       343.63     554.96       554.96     211.35
   Cheque   19-Jul-96    324 IncredCon                                     130.70       130.70       0.00         0.00        -
   Bill     22-Jul-96    544 Datamet        Monitors                     5,547.46     1,139.81   1,882.47     1,882.47     742.71
   Bill     14-Aug-96    576 Datamet        Pentium, 2.1 Gb HD           7,044.73     1,273,84   2,348.22     2,348.22   1,074.45
   Bill     21-Aug-96    587 Datamet        Fax Modem, 2X modems(LL)     4,994.74       871.23   1,664.90     1,664.90     793.72
   Bill     27-Aug-96    596 Datamet        Computer Expenses              267.54       267.54       0.00         0.00        -
   Bill     10-Sep-96    630 Datamet        2 x Pentium                 15,663.16     2,446.03   5,221.00     5,221.00   2,775.13
   Bill     22-Oct-96    684 Datamet        Computers                    6,434.21       758.00   2,144.72     2,144.72   1,386.78
   Cheque   29-Nov-96    543 Power Deve     UPS                          4,338.75       360.57   1,446.24     1,446.24   1,085.71
   Bill     30-Jan-97    790 Datamet        2 Cell phns, Mintower Cs     2,530.70        67.02     843.56       843.56     776.56
   Bill      6-Feb-97    804 Datamet        Pentium, 2x 2.1 GB HD        9,361.40       188.08   3,120.44     3,120.44   2,932.45
   Cheque   27-Mar-97    755 Datamet        Pentium, 4 gig.              3,583.33                1,194.32     1,194.32   1,194.57
   Bill      1-Apr-97    879 Datamet        MAG Monitor                  2,760.53                  835.06       920.17   1,005.30
   Bill     14-Apr-97    896 Datamet        Pentium 1.2Gb Hd             5,190.35                1,570.08     1,730.10   1,890.17
   Bill     15-Apr-97    914 Datamet        Hub, Network Card, Hub      19,980.70                6,044.16     6,660.17   7,276,37
   Bill     23-May-97    956 Datamet        4x Laser Scanners           12,519.30                3,442.81     4,173.06   4,903.43
   Bill     29-May-97    963 Datamet        SCSI Hard Drive              2,710.53                  745.40       903.50   1,061.63
   Bill      2-Jun-97    970 Datamet        Pentium/1.2Gb/64 Ram/CD Rom  8,878.29                2,197.38     2,959.40   3,721.51
   Bill     12-Jun-97    999 Datamet        Seagate 2149 MB x 2          7,725.79                1,912.13     2,575.24   3,238.42
</TABLE>


                                    Page 1


<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Description      Date     Num  Name                   Memo             Cost Price     Depr '97   Depr '98    Depr '99       NBV
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        28-Feb-99
<S>         <C>          <C>  <C>           <C>                       <C>            <C>        <C>         <C>         <C>
   Bill     26-Jun-97   1013 Datamet        Pentium x 2,                10,618.42                2,628.06     3,539.44   4,450.92
   Bill     15-Aug-97   1080 Datamet        Pentium x 3, Deskjet 690    13,373.68                2,574.43     4,457.85   6,341.40
   Bill     27-Aug-97   1094 Datamet        2.1. Gb SCSI HD              3,039.47                  585.10     1,013.15   1,441.23
   Bill      1-Sep-97   1101 Datamet        DPT2144WR-Controller         3,337.72                  550.72     1,112.56   1,674.43
             1-Dec-97   1225 Datamet        17" Monitor, Pentium M Board 8,127.19                  670.49     2,709.04   4,747.66
             5-Dec-97   1240 Datamet        Dual Pentium M Board         1,436.84                  118.54       478.94     839.36
             5-Dec-97   1240 Datamet        9.1 GB SCSI HD               4,752.63                  261.39     1,584.19   2,907.04
             6-Dec-97   1241 Datamet        Pentium                      3,359.65                  192.73     1,119,87   2,047.05
            15-Jan-98   1226 Datamet        6.4 GB Quantum               1,098.24                               366.08     732.16
            16-Jan-98   1269 Datamet        9.1 GB H D                   6,103.51                             2,034.48   4,069.03
            21-Jan-98   1275 Datamet        APC 420 VA UPS               1,964.91                               654.96   1,309.95
            30-Jan-98   1304 Datamet        Pentium CD Rom               3,141.23                             1,047.07   2,094.15
            18-Mar-98   1374 Datamet        Cisco Router                 7,017.54                             2,339.16   4,678.38
            27-Mar-98   1386 Datamet        2 x 6.4 GB HD                3,095.61                             1,031.86   2,063.75
             5-Apr-98   1411 Datamet        Pentium + Monitor            9,374.56                             2,864.16   6,510.40
             5-Apr-98   1414 Datamet        Upgrade for Server           9,216.67                             2,815.92   6,400.75
             2-Jun-98   1519 Datamet        Computer for Zeus Server    14,918.42                             3,729.23  11,189.19
             4-Jun-98   6135 Datamet        APC - UPS                    5,092.98                             1,273.12   3,819.86
             6-Jul-98   1535 Intelligent DoBid Computer                 16,500.00                             3,666.30  12,833.70
            15-Oct-98   1820 Datamet        Tapestore                    2,415.79                               335.49   2,080.30
            29-Oct-98   1844 Datamet        MAG Monitor                  2,409.65                               334.64   2,075.01
            27-Nov-98   1871 Datamet        Apollo Server               21,978.07                             2,441.76  19,536.31
            27-Nov-98   1872 Datamet        PC - Carol                   6,494.74                               721.57   5,773.17
             6-Jan-99   1191 SCS            Printer Server               2,150.00                               119.43   2,030.57
            25-Feb-99   1930 Rectron        2 x 17" Monitors             4,100.00                               113.88   3,986.12
            26-Feb-99   1934 Rectron        17" Monitor - Mark           1,545.00                                42.91   1,502.09
                                                                      ------------------------------------------------------------
Total Computer Equipment                                               338,914.71    22,184.68  61,015.76    98,241.82 157,472.45
                                                                      ============================================================
</TABLE>


                                         Page 2


<PAGE>

                                                                     SCHEDULE 4


EXCLUDED ASSETS


         WASP INTERNATIONAL FIXED ASSET REGISTER        Furniture & Fittings

FURNITURE & FITTINGS WRITTEN OFF OVER          6 YRS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Description      Date     Num  Name                   Memo             Cost Price     Depr '97   Depr '98    Depr '99       NBV
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        28-Feb-99
<S>         <C>          <C>   <C>          <C>                       <C>            <C>        <C>         <C>         <C>
   Bill        4-Mar-96  36089 KMI                                      37,298.00     6,148.21   6,216.08    6,213.65   18,719.86
   Cheque      4-Jul-96    320 Datanet                                   3,784.92       413.06     630.79      630.57    2,110.50
   Bill       31-Aug-96  40522 KMI                                       7,500.00       619.86   1,249.95    1,249.50    4,380.69
   Cheque      6-Dec-96    560 Unirack         Computer                  2,058.00        78.94     342.99      342.86    1,293.21
   Cheque     10-Mar-97    733 Chairworks                                3,000.00                  499.80      499.80    2,000.40
   Cheque     12-Jun-97    888 Ryan James      Legs & Lini               4,598.10                  574.53      766.04    3,257.52
   Cheque      4-Sep-97   1058 Ryan James                               14,486.00                1,206.68    2,413.37   10,865.95
              26-Jan-98   1288 Chairworks                               12,797.00                  355.33    2,131.98   10,309.69
                                                                      ------------------------------------------------------------
                                                                        85,522.02     7,260.07  11,076.16   14,247.97   52,937.82
                                                                      ============================================================
</TABLE>
                                       Page 1





<PAGE>

         WASP INTERNATIONAL FIXED ASSET REGISTER        Computer Equipment

COMPUTER EQUIPMENT WRITTEN OFF OVER            6 YRS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Description      Date     Num  Name                   Memo             Cost Price     Depr '97   Depr '98    Depr '99       NBV
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        28-Feb-99
<S>         <C>          <C>  <C>           <C>                       <C>            <C>        <C>         <C>         <C>
   Bill       25-Jul-96   549 Datamet       Pentium, 550 Westen Dig Hd   4,178.07       831.80   1,392.68    1,392.68      560.92
   Bill        7-Aug-96   565 Datamet       Pentium, 550 Westen Dig Hd   5,648.25     1,057.43   1,882.73    1,882.73      825.36
   Cheque     16-Oct-96   489 G Theron      Laser printer                2,500.00       308.22     833.33      833.33      525.13
   Bill        8-Jan-97   759 Datamet       Pentium, 2 Monitors         10,073.68       469.19   3,357.86    3,357.86    2,888.77
   Bill        2-Jun-97   969 Datamet       Laptop & Fax Modem          13,563.16                3,356.88    4,521.01    5,685.27
   Bill       19-Jun-97  1001 Datamet       Pentium, 2Gb, 16 Ram         6,416.67                1,588.13    2,138,87    2,689.68

              11-Mar-98  1369 Infobank      Portable Comp                2,825.00                              941.66    1,883.34
              24-Apr-98  1447 Datamet       2 x Computers(replacements) 12,062.28                            3,685.33    8,376,95
              25-Jun-98  1560 Datamet       Computer Upgrade RvG         2,897.00                              724.18    2,172.82
              16-Jul-98  1627 Datamet       PC - Glen                    6,286.84                            1,396.94    4,889.90
              20-Jul-98  1634 Datamet       PC -                         3,438.60                              764.06    2,674.54
              10-Sep-98  1752 Datamet       PC- Richard                  8,885.09                            1,480.70    7,404.39
              23-Sep-98  1775 Datamet       Test Platform -3 PC's       19,340.35                            3,223.07   16,117.28
              23-Oct-98  1840 Datamet       PC - Lab                     6,480.71                              900.01    5,580.70
              16-Nov-98       Audiovox      Sony Laptop                 13,354.25                            1,483.66   11,870.59
              30-Nov-98  1883 Datamet       PC- Lori                     7,506.14                              833.93    6,672.21
               4-Jan-99  TRF                Psion Diary                  4,999.00                              277.69    4,721.31
              18-Feb-98  1917 Mustek        Meper Pentium + Monitor      8,650.00                              240.25    8,409.75
                                                                     -------------------------------------------------------------
                                                                       139,105.09     2,666.64  12,411.60   30,077.94   93,948.91
                                                                     =============================================================
</TABLE>



<PAGE>

         WASP INTERNATIONAL FIXED ASSET REGISTER       Software

COMPUTER SOFTWARE WRITTEN OFF OVER            6 YRS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Description      Date     Num  Name                   Memo             Cost Price     Depr '97   Depr '98    Depr '99       NBV
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        28-Feb-99
<S>         <C>          <C>  <C>           <C>                       <C>            <C>        <C>         <C>         <C>
   Bill        9-May-97   932 Datamet       Delphi 2.01                  9,912.28                4,130.12    4,958.14      826.02
   Cheque     25-Aug-97  1023 Cadshop       Orcad                       16,578.95                4,835.53    8,289,48    3,453.95

   Cheque     21-May-98  1468 QD            C - Cro                      9,880.00                            4,116.67    5,763.33
               4-Aug-98  1577 Synetics      Delphi 4 Software            7,000,00                            2,014.67    4,958.33
              21-Jan-99  1799 Incredible Cc C++ Software                 1,753.51                              146.13    1,607.38
                                                                     -------------------------------------------------------------
                                                                        45,124.74         -       8,965.64  19,550.07   16,609.02
                                                                     =============================================================
</TABLE>

                                      Page 1


<PAGE>

         WASP INTERNATIONAL FIXED ASSET REGISTER       Office Equipment

OFFICE EQUIPMENT WRITTEN OFF OVER             4 YRS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Description      Date     Num  Name                   Memo             Cost Price     Depr '97   Depr '98    Depr '99       NBV
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        28-Feb-99
<S>         <C>          <C>  <C>           <C>                       <C>            <C>        <C>         <C>         <C>

   Bill        1-Apr-97   878 Datamet       Lumina Fax Machine           1,942.11                  445.07      485.53    1 011.52
                                                                       ----------------------------------------------------------
Total Office Equipment                                                   1,942.11                  445.07      485.53    1 011.52
                                                                       ==========================================================
</TABLE>






                                    Page 1








<PAGE>


                                                                      SCHEDULE 5



VALUES OF CERTAIN ASSETS OF THE BUSINESS


     SEE SCHEDULE 3







<PAGE>







                                                                     SCHEDULE 6


LEASED ASSETS

     NONE






<PAGE>







                                                                     SCHEDULE 7



EMPLOYEES NOT TO BE TRANSFERRED IN TERMS OF CLAUSE 13 OF AGREEMENT

1.   Engelbrecht P
2.   Mothapo J
3.   Parsons R
4.   Redford G
5.   Van Aardt C
6.   Van der Merwe G
7.   Van der Walt N
8.   Van der Walt T
9.   Van Graan R
10.  Van Urk A
11.  Van Wyk P




<PAGE>






                                                                     SCHEDULE 8


THE WGT



[OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO TULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]