<PAGE>


                                                                    EXHIBIT 10.9

                                                                      SCHEDULE 1

SHARE SALE AGREEMENT


between


GERRIT VAN URK


and


ALBERT VAN URK


and


GUY REDFORD


and


TECHNOR INTERNATIONAL INC


<PAGE>

<TABLE>
<CAPTION>

                                              TABLE OF CONTENTS
-------------------------------------------------------------------------------------------------------------------
NO       CLAUSE                                                                                             PAGE NO
-------------------------------------------------------------------------------------------------------------------
<S>      <C>                                                                                                     <C>
1        DEFINITIONS..............................................................................................1
2        PREAMBLE.................................................................................................4
3        SUSPENSIVE CONDITIONS....................................................................................4
4        SALE.....................................................................................................6
5        PURCHASE PRICE AND PAYMENT ..............................................................................6
6        COMPLETION...............................................................................................7
7        RISK AND BENEFIT.........................................................................................8
8        WARRANTIES...............................................................................................9
9        SHAREHOLDERS AGREEMENT..................................................................................11
10       INDEMNITIES.............................................................................................12
11       BREACH..................................................................................................13
12       ANNOUNCEMENTS...........................................................................................14
13       NON-VARIATION...........................................................................................14
14       ARBITRATION.............................................................................................15
15       GENERAL.................................................................................................16
16       INTERPRETATION..........................................................................................16
17       DOMICILIUM AND NOTICES..................................................................................18
18       GOOD FAITH..............................................................................................19
19       GOVERNING LAW AND JURISDICTION..........................................................................19
20       COSTS...................................................................................................20
21       COUNTERPARTS............................................................................................20

SCHEDULES

SCHEDULE 1           : EFFECTIVE DATE ACCOUNTS
SCHEDULE 2           : SELLERS' WARRANTIES
SCHEDULE 3           : DISCLOSURE SCHEDULE
</TABLE>


<PAGE>


                                                                          Page 1

1    DEFINITIONS

     For the purposes of this Agreement unless the context indicates otherwise -

1.1     "Agreement" means this share sale agreement and the schedules hereto,
        both as may be amended from time to time;

1.2     "Albert" means Albert Van Urk;

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

1.4     "Business Sale Agreement" means the business sale agreement to be
        concluded between the Company and Wasp SA (Proprietary) Limited for the
        sale as a going concern of the Company's business to Wasp SA
        (Proprietary) Limited;

1.5     "Company" means Wasp International (Proprietary) Limited, Registration
        Number 93/00271/07, a private company with limited liability
        incorporated under the laws of the RSA;

1.6     "Completion Date" means the second Business Day after the suspensive
        conditions referred to in 3.1 have been fulfilled;


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                                                                          Page 2

1.7     "Disclosure Schedule" means the disclosure schedule, in SCHEDULE 3;

1.8     "Effective Date" means 1 March 1999;

1.9     "Effective Date Accounts" means the unaudited balance sheet of the
        Company as at 28 February 1999 , in SCHEDULE 1;

1.10    "Gerrit" means Gerrit Van Urk;

1.11    "Guy" means Guy Redford;

1.12    "Option Agreement" means the original option agreement entered into
        between the Sellers and the Purchaser on 26 May 1998 and as amended and
        restated as at 13 May 1999;

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

1.14    "RSA" means the Republic of South Africa, including the nine provinces
        identified in section 103 of the Constitution of the Republic of South
        Africa, 1996;


<PAGE>


                                                                          Page 3

1.15    "Sale Shares" means 100 ordinary par value shares of R 1,00 each in the
        issued share capital of the Company, being 100% of the entire issued
        share capital at the Effective Date -

1.15.1     33 of which are held by Gerrit;

1.15.2     33 of which are held by Albert; and

1.15.3     34 of which are held by Guy;

1.16    "Sellers" means Gerrit, Albert and Guy collectively;

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

1.18    "Wasp Shareholders' Agreement" means the shareholders' agreement entered
        into between the Sellers and Michael Carroll on 6 August 1997 governing
        their relationship as shareholders in the Company;

1.19    "ZAR" means South African Rand, the lawful currency of the RSA.


<PAGE>


                                                                          Page 4

2    PREAMBLE

     The parties record that -

2.1     the Company 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;

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

2.3     one of the steps in the restructure referred to in 2.2 involves the
        Sellers selling all of their shares in the issued share capital of the
        Company to the Purchaser upon the Purchaser exercising the option set
        forth in the Option Agreement;

        and the parties have accordingly agreed to provide, in this Agreement,
        for the basis upon which the Purchaser will acquire from the Sellers
        the Sale Shares and are entering into this Agreement to give effect
        thereto.

3    SUSPENSIVE CONDITIONS

3.1     This Agreement is subject to and conditional upon the fulfilment of the
        following suspensive conditions on or before the Business Day
        immediately following the Signature Date or such later date as the
        parties may agree upon in writing, namely:

3.1.1   the approval of the board of directors of the Purchaser;

3.1.2   that the Business Sale Agreement be signed by the parties thereto and
        becomes unconditional in accordance with its terms;


<PAGE>


                                                                          Page 5

3.1.3   the approval of the board of directors of the Company of the
        registration of the transfer of the Sale Shares to the Purchaser should
        this Agreement become unconditional in accordance with its terms;

3.1.4   that the Sellers procure that Nedbank Limited, in its capacity as an
        authorised dealer on behalf of the RSA Reserve Bank, provide the
        Purchaser with a certificate stating that all consents and permissions
        that may be required from the RSA Reserve Bank for the validity of this
        Agreement and the transfer of the Sale Shares to the Purchaser in terms
        of this Agreement have been obtained by the Sellers;

3.1.5   that the Sellers procure that the Company's attorneys provide the
        Purchaser with a legal opinion that to the best of their knowledge and
        belief there are no other consents that may be required from the RSA
        government for the validity of this Agreement and the transfer of the
        Sale Shares to the Purchaser in terms of this Agreement.

3.2     The Sellers shall use their best endeavours to procure fulfilment of the
        suspensive conditions in 3.1.2, 3.1.3, 3.1.4 and 3.1.5. The Purchaser
        shall use its best endeavours to procure fulfilment of the suspensive
        conditions in 3.1.1.

3.3     The suspensive condition(s) in:

3.3.1   3.1.1 and 3.1.3 have been stipulated for the benefit of the Purchaser.
        The suspensive condition in 3.1.1 is not capable of being waived by the
        Purchaser, and the suspensive condition in 3.1.3 is capable of being
        waived by the Purchaser by giving written notice to that effect to the
        Sellers;


<PAGE>


                                                                          Page 6

3.3.2   3.1.2 has been stipulated for the benefit of the Sellers and is capable
        of being waived by the Sellers giving written notice to that effect to
        the Purchaser;

3.3.3   3.1.4 and 3.1.5 has been stipulated for the joint benefit of the
        Purchaser and of the Sellers and is not capable of being waived by
        either the Purchaser or the Sellers.

3.4     If any of the suspensive conditions in 3.1 remains unfulfilled or where
        applicable has not been waived in writing by the party for the benefit
        of which such suspensive condition has been stipulated, by 30 May 1999
        or such later date as the parties may agree upon in writing, this
        Agreement shall not come into force or effect. In such event no party
        shall have any claim against any other party by virtue of the provisions
        of this Agreement.

4    SALE

     The Sellers hereby sell to the Purchaser, which hereby purchases from the
     Sellers, the Sale Shares with effect from the Effective Date at the price
     and on the terms and conditions set out in this Agreement.

5    PURCHASE PRICE AND PAYMENT

5.1     The total purchase price payable by the Purchaser to the Sellers for the
        Sale Shares shall be US$ 450 000,00

5.2     The purchase price in 5.1 shall be paid in by the Purchaser to Guy,
        acting both in his personal capacity and as agent for the other Sellers,
        by telegraphic transfer at Nedbank Limited, Commercial Central Branch,
        account number 1284 011 623 on the Completion Date. By executing this
        Agreement Albert and Gerrit hereby


<PAGE>


                                                                          Page 7

        acknowledge and agree that Guy is authorised and has the power of
        attorney to so act on their behalf.

5.3     Payment of the purchase price pursuant to 5.1 shall constitute due and
        proper discharge by the Purchaser to the Sellers of all its obligations
        in terms of this clause 5 and the Purchaser shall not be obliged to take
        cognizance of any internal arrangements between the Sellers.

6    COMPLETION

     On the Completion Date representatives of the parties shall meet at the
     Company's business premises and -

6.1     the Sellers shall deliver the following documents to the Purchaser -

6.1.1   share certificates in respect of the Sale Shares;

6.1.1.1    share transfer forms in respect of the Sale Shares duly signed by the
           Sellers as transferors and reflecting the Purchaser or its nominee as
           transferee, provided the Purchaser shall have notified the Sellers of
           the identity of the nominee prior to the Completion Date;

6.1.1.2    a duly passed resolution of the Company appointing the Purchaser's
           nominees to the board of directors of the Company;

6.1.2   a resolution by the board of directors of the Company authorising
        registration of transfer of the Sale Shares from the Sellers into the
        name of the Purchaser or its nominee;


<PAGE>


                                                                          Page 8

6.1.3   a letter of resignation signed by each of the directors of the board of
        directors of the Company resigning from that board, together with a duly
        passed resolution of the board of directors of the Company in terms of
        which each of the Company's directors as at the Signature Date resigns
        from the board of directors of the Company;

6.1.4   a certificate signed by each of the Sellers that all the covenants,
        warranties and representations given by them in this Agreement, or in
        SCHEDULE 2 as at the Effective Date and where appropriate the Completion
        Date, are both true and correct.


7    RISK AND BENEFIT

     The risk in and benefit of the Sale Shares shall be deemed to have passed
     from the Sellers to the Purchaser on the Effective Date, notwithstanding
     the Signature Date and the Completion Date.

8    WARRANTIES

8.1     Each of the Sellers, jointly and severally, gives to the Purchaser all
        the warranties in SCHEDULE 2 in respect of the Company and warrant,
        jointly and severally to the Purchaser that -

8.1.1   he is the registered and beneficial owner of the number of Sale Shares
        set out opposite his name in 1.15 and that he is entitled and able to
        give transfer thereof to the Purchaser free of any liens, charges or
        other encumbrances of any nature whatsoever;

8.1.2   there are no other issued shares in the share capital of the Company;


<PAGE>


                                                                          Page 9

8.1.3   he has not granted any options or rights to acquire the Sale Shares to
        any third party;

8.1.4   neither he nor the Company have issued any warrants, convertible
        securities or other any other rights giving any third party the right to
        acquire any securities in the Company;

8.1.5   to the best of his knowledge and belief, the Company has sold all
        technology and intellectual property rights developed by it (or the
        Sellers) in the ordinary and regular course of the Company's business in
        respect of all those countries having all or part of their territories
        south of the Sahara Desert, to Wasp SA (Proprietary) Limited in terms of
        the Business Sale Agreement;

8.1.6   the Effective Date Accounts :

8.1.6.1    fairly reflect the state of affairs, business and profits of the
           Company as at the Effective Date;

8.1.6.2    have been drawn up in accordance with generally accepted accounting
           practice in the RSA,

8.1.6.3    except to the extent stated therein, have been drawn up on the basis
           of accounting policies consistent with prior years, and in accordance
           with the provisions of the Companies Act, 1973 and all other
           applicable laws;


<PAGE>


                                                                         Page 10

8.1.6.4    fully disclose all liabilities of the Company, whether direct or
           indirect, actual or contingent, insofar as these liabilities are
           required to be disclosed by generally accepted accounting practice in
           the RSA.

8.2     Subject to 8.1, 8.3 and the provisions of SCHEDULE 2, the Sellers do not
        give the Purchaser any warranties nor do they make any representations
        express or implied in relation to the Sale Shares or in respect of the
        Company or its business.

8.3     The Purchaser has entered into this Agreement on the strength of the
        warranties given by the Sellers herein and in SCHEDULE 2 and on the
        basis that such warranties will be correct as at the Signature Date, the
        Effective Date and on the Completion Date, unless the warranty, the
        context or Disclosure Schedule clearly indicates otherwise.

8.4     Each warranty shall be a separate and severable warranty, and shall in
        no way be limited to or restricted by reference to or inference from the
        terms of any other warranty, or by any words in this Agreement.

8.5     The warranties given by the Sellers to the Purchaser pursuant to 8.1,
        are given on the basis that:

8.5.1   no claim arising from any breach of any warranty may be brought after
        expiry of a period of 3 years calculated from the Completion Date;

8.5.2   the Sellers shall not be liable under any circumstances to the Purchaser
        for any consequential loss or damage or loss of profit whether in
        contract or in delict, arising from any breach of any

<PAGE>


                                                                         Page 11

        warranty and any and all such liability is hereby expressly excluded.

8.6     For the purpose of determining whether any of the warranties have been
        breached and, if so, for the purpose of determining the remedy arising
        from such breach, the warranties referred to in this clause 8 and in
        SCHEDULE 2 shall be deemed to have been qualified to the extent of any
        disclosures contained in this Agreement or in the Disclosure Schedule.


9    SHAREHOLDERS AGREEMENT AND CHANGE OF NAME

9.1     The Sellers hereby consent to the sale of the Sale Shares to the
        Purchaser in terms of this Agreement and waive any pre-emptive rights
        which any of them may have in respect of the Sale Shares pursuant to the
        provisions of the Wasp Shareholders' Agreement.

9.2     The Sellers, by executing this Agreement, hereby acknowledge and agree
        that the Wasp Shareholders' Agreement has been terminated with effect
        from the Signature Date without further liability to the Company.

9.3     The Purchaser hereby undertakes as soon as is reasonably possible after
        the Completion Date, to procure that the Company change its name to
        "CellPoint Systems SA (Proprietary) Limited" or such other name as may
        be agreed to by the parties in writing, provided that any name change
        shall always be subject to the approval of the Registrar of Companies.

10   INDEMNITIES


<PAGE>


                                                                         Page 12

10.1    The Sellers, jointly and severally, hereby indemnify and hold the
        Purchaser harmless against any liability incurred prior to the Effective
        Date:

10.1.1  in respect of the Company's business,

10.1.2  in respect of any breach of any of the Sellers' representations or
        warranties set forth in this Agreement (including SCHEDULE 2 insofar as
        such warranties relate to the Company's business, the Company's assets,
        the Company's employees, the contracts of the Company and the tax
        affairs of the Company);

10.1.3  against any demand, claim, action or other legal proceedings, made or
        instituted against the Purchaser in respect of any such liabilities, and
        against all costs (including attorney's fees) incurred by the Purchaser
        or awarded against it in respect of any such demand, claim, action or
        other legal proceedings provided that such liability has not been
        disclosed in the Effective Date Accounts or in the Disclosure Schedule,

        provided that the liability of the Sellers jointly in terms of 10.1.1
        and 10.1.2 shall in no circumstances exceed the sum of ZAR 350 000,00,
        and provided further that any such liability shall only endure for a
        period of 3 years from the Completion Date.

10.2    Notwithstanding anything to the contrary in this Agreement, and in
        particular the provisions of 10.1.3, the parties agree that the
        warranties given by each of the Sellers in 8.1.1, 8.1.2, 8.1.3, 8.1.4,
        8.1.5 and 8.1.6.4 shall not be limited to any extent whatsoever.

10.3    Any party relying on any claim pursuant to 10.1 ("the indemnified
        party") shall notify the other party ("the indemnifying party") in
        writing of any indemnified claim within 7 days after the indemnified


<PAGE>


                                                                         Page 13

        party first becomes aware thereof, to enable the indemnifying party to
        take steps to contest it; provided that the aforegoing shall not release
        the indemnified party from its obligation to diligently contest any such
        indemnified claim and provided further that the indemnified party shall
        not be entitled to settle or compromise any claim brought against it
        without the indemnifying party's prior written consent. All reasonable
        legal costs incurred by the indemnified party in so contesting any such
        claim shall be for the indemnifying party's account.


11   BREACH

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

11.2    Should the Sellers 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 Sellers receive
        written notice from the Purchaser to remedy the breach.

11.3    The remedies of each party in terms of this clause 11, 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 or the in
        terms of the RSA's common law.


<PAGE>


                                                                         Page 14

12   ANNOUNCEMENTS

     No party shall make any public announcement or statement about this
     Agreement or its contents without first having obtained the others' prior
     written consent (which may not be unreasonably withheld) to the
     announcement or statement and to its contents; except that the Purchaser
     shall be entitled to make such announcements and public disclosures as may
     be required by the Federal Securities Laws of the United States of America.


13   NON-VARIATION

     No alteration or variation to, or consensual cancellation of, this
     Agreement shall be of any force or effect unless it is recorded in writing
     and signed by all the parties to this Agreement.


14   ARBITRATION

14.1    Any dispute between the parties in regard to any matter arising out of
        this Agreement or its interpretation or their respective rights and
        obligations under this Agreement or its cancellation or any matter
        arising out of its cancellation, shall be submitted to and decided by
        arbitration.

14.2    There shall be 1 arbitrator who shall be, if the question in issue is -

14.2.1  primarily an accounting matter, an independent chartered accountant of
        not less than 15 years' standing;

14.2.2  primarily a legal matter, a practising attorney or advocate of not less
        than 15 years' standing;


<PAGE>


                                                                         Page 15


14.2.3  primarily a technical matter, a suitably qualified person;

14.2.4  any other matter, a suitably qualified person.

14.3    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 Johannesburg
        Bar Council to make the appointment and, in making his appointment, to
        have regard to the nature of the dispute.

14.4    Subject to the other provisions of this clause 14, each arbitration
        shall be held in Johannesburg in accordance with the provisions of the
        Arbitration Act, 1965, as amended.

14.5    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
        jurisdiction of the Witwatersrand Local Division of the High Court of
        the RSA should the other party wish to make the arbitrator's decision an
        order of that court.

15   GENERAL

15.1    Any latitude or extension of time which may be allowed by any party
        shall not under any circumstances whatsoever act as an estoppel or be a
        waiver of that party's rights hereunder.

15.2    Subject to 12, the parties to this Agreement undertake to treat all
        matters relating to this Agreement and the schedules hereto as being
        confidential and, therefore, shall not, without the written approval of
        the others, disclose the provisions hereof to any third


<PAGE>


                                                                         Page 16



        party who or which does not have a legitimate interest in the contents
        thereof.


15.3    This Agreement constitutes the entire contract between the parties and
        no other claims, conditions, warranties, guarantees and representations
        of whatsoever nature shall be of any force or effect other than those
        which are included herein.

15.4    All the transactions and arrangements contemplated in this Agreement
        constitute one indivisible transaction.


16   INTERPRETATION

16.1    In this Agreement, unless the context requires otherwise -

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

16.1.2  the singular shall include the plural and vice versa;

16.1.3  a reference to natural persons shall include created entities (corporate
        and unincorporate) and vice versa.

16.1.4  "day" means any day including a Saturday, Sunday or any official public
        holiday within the Republic of South Africa;

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

16.1.6  if any provision in a definition is a substantive provision conferring
        rights or imposing obligations on any party, notwithstanding that


<PAGE>


                                                                         Page 17

        it is only in the definition clause, effect shall be given to it as if
        it were a substantive provision in the body of this Agreement;

16.1.7  when any number of days is prescribed in this Agreement, that number of
        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 which event the last day shall be the next succeeding
        day which is not a Saturday, Sunday or official public holiday;

16.1.8  expressions or words defined in this Agreement shall bear the same
        meaning in the schedules to this Agreement which do not themselves
        contain definitions.

16.2    The headings in this Agreement have been inserted for convenience only
        and shall not be used for nor assist or affect its interpretation.


17   DOMICILIUM AND NOTICES

17.1    The parties choose the address set out below as the address at which all
        notices and other communications must be delivered for the purposes of
        this Agreement -

17.1.1  Gerrit at 20 Van Rooy Street, Potchefstroom or Telefax Number
        (018) 297 2121;

17.1.2  Albert at 20 Van Rooy Street, Potchefstroom or Telefax Number
        (018) 297 2121;

17.1.3  Guy at 4A, Redhill Road, Morningside, Sandton, 2128 or Telefax No.
        (011) 783-1719;


<PAGE>


                                                                         Page 18


17.1.4  Technor at Satraangsvagen 88,S-18237 Danderyd, Sweden, or Telefax Number
        (+468) 544-90005.


17.2    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.

17.3    Any notice to a party contained in a correctly addressed envelope and
        delivered by hand to such party or to a responsible person during
        ordinary business hours located at its chosen address, shall be deemed
        to have been received on the day of delivery.

17.4    Any notice sent by telefax to a party at its telefax number shall be
        deemed (unless the contrary is proved) to have been received -

17.4.1  if it is transmitted during normal business hours, within 2 hours of
        transmission;

17.4.2  if it is transmitted outside normal business hours, within 2 hours of
        the commencement of normal business hours on the first Business Day
        after it is transmitted.

17.5    The parties choose the physical address set out opposite its name in
        17.1 as the address at which legal process must be delivered for the
        purpose of this Agreement.

17.6    The parties shall be entitled at any time to change their addresses for
        the purposes of this clause 17 to any other address in the RSA by giving
        written notice to that effect to the other, which change shall only be
        effective upon receipt.

18   GOOD FAITH


<PAGE>


                                                                         Page 19

     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 they shall neither do anything nor refrain from
     doing anything which might prejudice or detract from the rights, assets or
     interests of the other party.

19   GOVERNING LAW AND JURISDICTION

19.1    The validity of this Agreement, its interpretation, the respective
        rights and obligations of the parties and all other matters arising in
        any way out of this undertaking or its performance shall be determined
        in accordance with the laws of the RSA.

19.2    The parties hereby consent and submit to the jurisdiction of the
        Witwatersrand Local Division of the High Court of the Republic of South
        Africa for the purposes of all or any legal proceedings arising from or
        concerning this Agreement.

20   COSTS

20.1    Each party shall bear its own costs of and incidental to the
        negotiating, preparing and drawing of this Agreement.

20.2    The transfer duty payable on the transfer of the Sale Shares into the
        name of the Purchaser shall be borne by the Purchaser.

21   COUNTERPARTS

     This Agreement may be executed in any number of counterparts which when so
     executed will be deemed to be an original and all of which when


<PAGE>


                                                                         Page 20

     taken together will constitute one and the same instrument. One or more
     counterparts of this Agreement may be delivered via telefax with the
     intention that it will have the same effect as the delivery of an original
     counterpart hereof.


SIGNED at Johannesburg     on May 13                                       1999



                               /s/ GERRIT VAN URK
                               ------------------------------------------
                                 GERRIT VAN URK




SIGNED at Bruma            on May 13                                       1999



                               /s/ ALBERT VAN URK
                               ------------------------------------------
                                 ALBERT VAN URK



SIGNED at Bruma            on May 13                                       1999



                               /s/ GUY REDFORD
                               ------------------------------------------
                                   GUY REDFORD


<PAGE>


                                                                         Page 21


SIGNED at Johannesburg     on May 13                                       1999

                               For: TECHNOR INTERNATIONAL INC.

                               /s/ PETER HENRICSSON
                               -----------------------------------------
                                   Signatory:  Peter Henricsson
                                   Capacity:   Director
                                   Authority:  Board Resolution


<PAGE>


                                                                        Page 22


                                                                     SCHEDULE 1


EFFECTIVE DATE ACCOUNTS


FINANCIAL STATEMENTS OF WASP INTERNATIONAL (PROPRIETARY) LIMITED FOR FISCAL
YEAR ENDED FEBRUARY 28, 1999

<PAGE>


                                                                        Page 23

                                                                     SCHEDULE 2

SELLERS' WARRANTIES


        For purposes of this SCHEDULE 2, unless otherwise stated or the context
        indicates otherwise, the word "Company" shall mean the Company as
        defined in the agreement to which this schedule constitutes a schedule

1       EACH OF THE SELLERS, JOINTLY AND SEVERALLY, GIVE THE FOLLOWING
        WARRANTIES AS AT THE EFFECTIVE DATE AND AS AT THE COMPLETION DATE:

CONSTITUTION OF THE COMPANY AND SHARE CAPITAL STRUCTURE

1.1     The Company is incorporated as a private company with limited liability
        according to the laws of the RSA.

1.2     No steps have been taken or are pending for the deregistration of the
        Company, whether under Section 73 of the Companies Act, 1973 or
        otherwise howsoever, and no steps have been taken or are pending to
        liquidate the Company or place the Company under judicial management
        (whether such liquidation or judicial management is final or
        provisional).

1.3     The authorised share capital of the Company is R 4000,00 divided into
        4000 shares of R 1,00 each.

1.4     The issued share capital of the Company is R 100,00 divided into 100
        shares of R 1,00 each, fully paid up.


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                                                                         Page 24

1.5     No resolution has been passed nor is the Company obliged to increase or
        to reduce its authorised or issued share capital or to vary any of the
        rights attaching to the issued shares.

1.6     The Sellers are the registered and beneficial holders of the Sale Shares
        and are entitled and able to give to the Purchaser free and unencumbered
        title to the Sale Shares.

1.7     Save as disclosed in 9 the Agreement no third party has any right
        (including INTER ALIA, any option, pre-emptive right or right of first
        refusal) to acquire any of the Sale Shares, present or future.

1.8     No resolution has been passed nor is the Company obliged to alter its
        Memorandum of Association or Articles of Association or to create or to
        issue any debentures.

STATUTORY BOOKS, RECORDS AND ACCOUNTS

1.9     The minute books of the Company contain all of the resolutions passed by
        its directors and members.

1.10    The Company's books of account, minute books, registers and records have
        been fully and properly maintained according to law, are in its
        possession, and are capable of being written up within a reasonable time
        so as to accurately record all transactions to which the Company has
        been a party.

1.11    The Company's audited annual financial statements for the financial year
        ended 28 February 1999 have been drawn up:

1.11.1  in accordance with generally accepted accounting practice in the RSA,


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1.11.2  except to the extent stated therein, on the basis of accounting policies
        consistent with prior years, and

1.11.3  in accordance with the provisions of the Companies Act and all other
        applicable laws, and

1.11.4  to fairly reflect the financial position, affairs, operations and
        results of the Company as at that date and for the period to which they
        relate.

That, for the period up to and including the Effective Date, each of the Sellers
jointly and severally gives the following warranties, and for the period between
the Effective Date and the Completion Date, each of the Sellers, jointly and
severally, gives the following warranties to the best of their knowledge and
belief after due investigation and inquiry:

ASSETS

1.12    the Company is the owner of and is in lawful possession of, all of the
        assets reflected and as stated in the Effective Date Accounts, and that
        all such assets are owned free and clear of all liens, charges and
        encumbrances by the Company;

1.13    there are no material defects in any of the assets of the Company;

1.14    the Company and its assets are insured against the risks to which they
        are subject for amounts which accord with sound business practice for a
        period terminating not earlier than 30 days after the Completion Date,
        and all premiums due in respect of such insurance policies have been
        paid and there is no claim outstanding under any such policy;

1.15    the Company has not granted to anyone an option to purchase, or any
        right over any of its assets;


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                                                                         Page 26

EMPLOYEES

1.16    the Company has not given notice of termination to any of its key
        employees, and nor has any of its key employees resigned;

1.17    all leave entitlements, bonuses, salaries and other amounts relating to
        their employment by the Company to which any employees of the Company
        are entitled as at the Effective Date are reflected in the Effective
        Date Accounts and all such amounts due to such Employees have been paid
        as at the Completion Date, and that the Company is current in all of its
        obligations to employees as at the Completion Date and that the Company
        has not agreed to pay any compensation, bonuses or other incentives out
        of the ordinary course of business which have not been disclosed to the
        Purchaser;

CONTRACTS

1.18    the Company is not bound by any contracts, agreements or commitments
        entered into outside the ordinary course of its business;

1.19    all of the contracts of a material nature to which the Company is a
        party have been disclosed and delivered to the Purchaser and are of full
        force and effect according to their terms and the Company is not in
        material breach of any of those terms, and none of the material terms of
        the contracts has been amended or waived;

1.20    the Company has not given nor is it a party to any suretyships,
        guarantees, indemnities or similar documents in respect of any
        liabilities of any other person, and is not liable whether as guarantor,
        indemnifier, surety, co-principal debtor for any liabilities of any
        other person;


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                                                                         Page 27

BUSINESS

1.21    all necessary consents, licences, permits and other authorities required
        for the conduct of the business carried on by the Company in the places
        and in the manner in which such business is carried on at the Completion
        Date, have been obtained and are valid and in full force;

1.22    the Company is not a party to any litigation or arbitration proceedings,
        and to the best of the Sellers' knowledge and belief no litigation or
        arbitration proceedings are threatened against the Company, other than
        any proceedings that may have been instituted by the Company against any
        of its debtors for the recovery of debts due to the Company incurred in
        the ordinary course of business;

1.23    no dividends which have been declared by the Company, have not been paid
        by the Company;

1.24    save to the extent that provision for bad debts has been made in the
        Effective Date Accounts, the Company's book debts will be paid upon
        expiry of normal credit terms or within 90 days after the Completion
        Date, and in the event of any such amounts not being recovered by that
        date, the amounts not so recovered shall be paid by the Sellers to the
        Company against cession by the Company to the Sellers of its claim
        against the debtor in question;

TAX

1.25    the Company has duly and punctually paid all taxes, levies and duties
        which it has become liable to pay, and in particular without limiting
        the generality of the aforegoing, all the Company's assessments for tax
        which are due for payment prior to the Effective Date shall have been
        paid or adequate provisions or


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                                                                         Page 28

        reserves for tax shall have been established therefor in the Effective
        Date Accounts;

1.26    the Company has properly and punctually submitted all returns and
        provided all information required for tax purposes and, to the best of
        the Sellers' knowledge and belief, none of such returns is disputed by
        the Commissioner for Inland Revenue or any other authority.


2    EACH OF THE SELLERS, JOINTLY AND SEVERALLY, GIVE THE FOLLOWING WARRANTIES
     IN RESPECT OF THE PERIOD BETWEEN THE EFFECTIVE DATE AND THE COMPLETION DATE
     AND AGREE THAT :

2.1     The Company will not incur or become committed to incur any capital
        expenditure.

2.2     The Company will not enter into any transaction except in the ordinary
        and regular conduct of its business.

2.3     No resolutions will be passed by the members or directors of the Company
        other than such resolutions as are strictly necessary to give effect to
        this Agreement.

2.4     No dividend will be declared nor will any distribution out of profit,
        accumulated profit, reserves or capital of the Company be made.

2.5     The Company will not borrow any money.


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                                                                         Page 29

3    EACH OF THE SELLERS, JOINTLY AND SEVERALLY, GIVE THE FOLLOWING WARRANTY IN
     RESPECT OF THE PERIOD BETWEEN 1 MARCH 1999 AND THE COMPLETION DATE

3.1     There has not been and will not be any material adverse change in the
        financial position of the Company.

4    EACH OF THE SELLERS, JOINTLY AND SEVERALLY, TO THE BEST OF THEIR KNOWLEDGE
     AND BELIEF THAT AT THE EFFECTIVE DATE:

4.1     any and all software, hardware, peripherals, services, electronic
        equipment, interfaces and any other information technology used in the
        Business ("the IT Products") at the Effective Date is fully year 2000
        compliant. For purposes of this warranty, year 2000 compliance shall
        mean that the IT Products, together will all upgrades, enhancements and
        modifications thereto -

4.1.1   have been designed to and will function accurately, correctly,
        consistently and as expected without error or interruption prior to, on,
        and beyond 1 January 2000 and that neither the performance nor
        functionality of the IT Products will in any way be adversely affected
        by the passage of time from the twentieth to the twenty first century;

4.1.2   shall, without derogating from the generality of 4.1.1:

4.1.2.1    operate prior to, on and beyond 1 January 2000 without error,
           interruption or decreased performance relating or in any way
           connected to any data or input which includes an indication of or
           reference to date;

4.1.2.2    manage and manipulate data involving dates (including, but not
           limited to


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           calculating, comparing, sequencing, processing and outputting) so as
           to be capable of accepting date input, providing date output, storing
           date information, performing calculations on dates or portions of
           dates and identifying and renewing any abuses of date fields and
           data;

4.1.2.3    provide that all date-related user interface functionalities and data
           fields include the indication of century to eliminate data ambiguity
           without human intervention;

4.2     shall function accurately, correctly, consistently and as expected
        without error or interruption prior to, on and beyond 1 January in or
        together with any level of computer hardware and/or software including,
        but not limited to, microcode, firmware, application programs, files and
        databases; provided that such computer hardware and/or computer software
        or system is itself year 2000 compliant;

4.3     shall recognise the year 2000 as a leap year and act accordingly.


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                                                                         Page 31

                                                                      SCHEDULE 4


DISCLOSURE SCHEDULE

Not Applicable