Exhibit 10.27
                               DATED 20 JULY, 2001







                               (1)       BALANTUM OY



                               (2)       HADWACO LTD OY



                               (3)       HACKMAN OYJ ABP



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                   A S S E T P U R C H A S E A G R E E M E N T

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          relating to the water remediation business of Hadwaco Ltd Oy


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                                TABLE OF CONTENTS


1.    DEFINITIONS AND INTERPRETATION.......................................... 3

2.    AGREEMENT TO SELL AND PURCHASE.......................................... 7

3.    ASSETS AND LIABILITIES NOT INCLUDED IN THE SALE......................... 9

4.    CONDITIONS PRECEDENT.................................................... 9

5.    CONSIDERATION.......................................................... 11

6.    COMPLETION............................................................. 12

7.    VALUE ADDED TAX........................................................ 12

8.    WARRANTIES............................................................. 12

9.    INDEMNIFICATION........................................................ 13

10.   LIMITATION OF SELLERS LIABILITY........................................ 14

11.   THE EMPLOYEES.......................................................... 15

12.   THE BUSINESS CONTRACTS................................................. 16

13.   OBLIGATIONS OF THE SELLER AFTER COMPLETION............................. 17

14.   CONFIDENTIALITY........................................................ 18

15.   ANNOUNCEMENTS AND PUBLICITY............................................ 18

16.   RESTRICTIVE COVENANTS.................................................. 18

17.   GUARANTEE.............................................................. 19

18.   NOTICES................................................................ 19

19.   SUCCESSORS AND ASSIGNS................................................. 20

20.   VARIATION.............................................................. 20

21.   SEVERANCE.............................................................. 21

22.   FURTHER ASSURANCE...................................................... 21

23.   WAIVERS................................................................ 21

24.   ENTIRE AGREEMENT....................................................... 21

25.   COUNTERPARTS........................................................... 22

26.   GOVERNING LAW.......................................................... 22

27.   SETTLEMENT IN GOOD FAITH............................................... 22

28.   ARBITRATION............................................................ 22


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29.   POST-COMPLETION EFFECT................................................. 22


SCHEDULE 1 - COMPLETION REQUIREMENTS......................................... 24


SCHEDULE 2 - CONTRACTS....................................................... 26


SCHEDULE 3 - EMPLOYEES....................................................... 27


SCHEDULE 4 - THE TANGIBLE ASSETS............................................. 28


SCHEDULE 5 - WARRANTIES...................................................... 29


SCHEDULE 6 - APPORTIONMENT OF ASSET VALUE.................................... 37


SCHEDULE 7 - INTELLECTUAL PROPERTY ASSIGNMENT................................ 38



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THIS AGREEMENT is made the 20th day of July 2001.

PARTIES:

(1)      HADWACO LTD OY (registered in Finland under Company Number:561.812) the
         registered  office  of  which  is  at  Hameentie  135,  00560  Helsinki
         ("Seller");

(2)      BALANTUM OY (registered in Finland under Company Number:  1646698-0 the
         registered office of which is at c/o Waselius & Wist  Attorneys-at-Law,
         Etelaesplanadi 24 A, 00130 Helsinki ("Purchaser"); and


(3)      HACKMAN OYJ ABP  (registered  in Finland under Company  Number:  4.510)
         with its registered office at Hameentie 135, 00560 Helsinki ("Hackman")

WHEREAS:

(A)      The Business (as defined  below) is now and has for some time past been
         carried  on by the  Seller  as legal  and  beneficial  owner  under the
         Business Name.

(B)      The  Seller has  agreed to sell and  transfer,  or cause to be sold and
         transferred,  and the  Purchaser  has agreed to purchase  the  Business
         (together  with  the  Assets)  as a  going  concern  on the  terms  and
         conditions  of this  Agreement  and in  particular  on the basis of the
         representations,  warranties, undertakings,  agreements and indemnities
         set out in this Agreement.

(C) Hackman has agreed to guarantee the obligations of the Seller hereunder.

IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Agreement, unless the context requires otherwise, the following
         words shall have the following meanings:

         "Agreed Form" means in relation to any  document,  such document in the
         form agreed  between the Seller and the Purchaser and initialled by the
         Purchaser's  Solicitors and the Seller's  Solicitors for the purpose of
         identification;

         "Aquamax Licence" means the exclusive licence dated 18 October 1994 and
         the  amendment to the license  dated 20 April 1998,  between the Seller
         and Aquamax (International) Holdings B.V.;

         "Aquamax  Technology" means the evaporation  technology licensed to the
         Seller pursuant to the Aquamax Licence;

         "Assets"  means  the  assets  of the  Business  agreed  to be sold  and
         purchased  pursuant to this Agreement as described in Clause 2.1 and as
         set out in Schedule 4;

         "Assumed Contracts" means the Contracts set out in Part A Schedule 2

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         "Business"  means  the  part of the  Seller's  business  consisting  of
         developing,  producing  and  marketing of plants and  equipment for the
         remediation  of water from process  industry and leachate from landfill
         sites,  using the Aquamax  Technology  and the Hadwaco Later  Developed
         Technology.

         "Business  Contracts"  means  all  the  contracts  (which  include  all
         agreements,  arrangements,  offers  and  commitments)  relating  to the
         Business  current at  Completion  to which the Seller is a party or has
         been assigned to it, but excluding:

         (i)      contracts with employees;

         (ii)     the Non-Assumed Contracts;

         (iii)    the Aquamax License;

         (iv)     any contracts relating to any Excluded Liabilities.

         "Business  Day"  means any day which is not a  Saturday,  a Sunday or a
         bank or public holiday in Finland, London and New York;

         "  Business  Information"  means  all  information,   know-how,  books,
         accounts,  cost records,  advertising and all other relevant  documents
         papers and records  (however  stored)  which  relate to: (i) all or any
         part of the  Business  and  Assets;  (ii) any  products  of or services
         rendered by the Business;  (iii) any relevant designs,  specifications,
         drawings,   data,   manuals  or  instructions;   (iv)  the  operations,
         management,  administration,  or  financial  affairs  of  the  Business
         (including  any business  plans or forecasts,  information  relating to
         future  business  development  ); and (v) the sale or  marketing of any
         products  of or  services  rendered  by the  Business,  including,  but
         without  limiting the generality of the foregoing  words,  all customer
         names and lists,  sales and marketing  information  (including  but not
         limited  to  targets,  sales,  market  share and user hits  statistics,
         market surveys and reports and research);

         "Business  Name" means  Hadwaco Ltd Oy or any other name  including the
         word  Hadwaco,  any  Domain  Name,  or, in each  case,  any  colourable
         imitation or permutation of such, but excluding all names including the
         word "Hackman";

         "Claim"  means  any  claim by the  Purchaser  in  connection  with this
         Agreement, , or any other relevant agreement;

         "Completion"  means  the  completion  of the sale and  purchase  of the
         Business and the Assets in accordance with Clause 6 and Schedule 1;

         "Completion  Date" means the date  specified in Clause 6.1 as being the
         date on which Completion will take place;

         "Consideration Shares" means the ordinary shares of the Purchaser to be
         issued to the Seller pursuant to Clause 5.1.2;

         "Cut-Off Date" shall mean 30 June 2001 at 23:59;

         "Disclosed"  means fully and fairly  disclosed to the  Purchaser in the
         Due Diligence Binders;

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         "Domain   Names"   means   the   domain   names    www.hadwaco.fi   and
         www.hadwaco.com;

         "Due Diligence  Binders" means the material  disclosed in December 2000
         and in 2001  concerning  the  Business,  initialled  by the parties and
         stored at Hannes Snellman Attorneys at Law Ltd;

         "Employees"  means the persons  employed in the Business at the date of
         this  Agreement (all of whose names and addresses are set out in Part A
         of Schedule 3 together  with certain  particulars  of their  respective
         employment);

         "Excluded  Assets" means the assets  referred to in Clause 3.1 as being
         excluded from the sale pursuant to this Agreement;

         "Excluded Liabilities" means all liabilities or obligations relating to
         the  Business or Assets and  outstanding  on or accrued or referable to
         the period up to the Cut-Off Date, or arising by virtue of the sale and
         purchase  recorded by this Agreement,  including but not limited to any
         and all  liabilities  in respect of employee  related  charges,  VAT or
         other  Taxation  attributable  to the Seller's  Group in respect of the
         Business,  the Assets or the  Employees in respect of the period ending
         on the Cut-Off Date and all bank and other  overdrafts  and loans owing
         by the Seller's Group, except for the following liabilities::

         (i)  employee  related  liabilities  incurred  after the  Cut-Off  Date
         (excluding  liabilities  relating to the  termination  of the Specified
         Employees);

         (ii) the liabilities  for the Assumed  Contracts as set out in Schedule
         2;

         (iii)  liabilities  relating  to the  projects  and  works in  progress
         referred to in Section 2.1(E);

         (iv) accounts payable falling due after the Cut-Off Date;

         (v) the Tekes Loan Liability.

         "Hadwaco Licence" means the  non-exclusive  licence of even date of the
         Hadwaco Later Developed  Technology and the Aquamax  Technology between
         the Purchaser and the Seller;

         "Hadwaco  Later  Developed   Technology"  means  all  the  Intellectual
         Property  relating to the Aquamax  Technology  developed  by the Seller
         after the date of the Aquamax Licence;

         "Intellectual  Property"  means  patents,   know-how,   registered  and
         unregistered  trade marks and service marks (including any trade, brand
         or business names) other than those including the name Hackman,  domain
         names, registered designs, design rights, copyright (including all such
         rights in owned computer  software,  the Business  Information  and any
         databases),  moral rights and  topography  rights (in each case for the
         full  period  thereof  and  all   extensions  and  renewals   thereof),
         applications for any of the foregoing and the right to apply for any of
         the foregoing in any part of the world and any similar rights  situated
         in any country;

         "Intellectual Property Assignment" means the assignment of intellectual
         property  rights  agreement  of even  date,  in the  form  attached  as
         Schedule 7, relating to all  Intellectual  Property owned by the Seller
         or any member of the Seller's  Group in  connection  with the Business,
         including without limitation,  the Hadwaco Later Developed  Technology,
         among the  Seller,  and the  Purchaser,  to be  entered  into  prior to
         Completion;

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         "Non-Assumed  Contracts"  means  the  contracts  set  out in  Part B of
         Schedule 2;

         "Ocean Power Licence" means the  non-exclusive  licence of even date of
         the Hadwaco  Later  Developed  Technology  and the  Aquamax  Technology
         between the Purchaser and Ocean Power;

         "Purchaser's  Solicitors"  means  Latham & Watkins  of 99  Bishopsgate,
         London, EC2M 3XF;

         "Security Interest" means and includes encumbrance,  mortgage,  charge,
         assignment for the purpose of security,  claim,  pledge, lien, right of
         set-off,  retention of title or hypothecation for the purpose, or which
         has the effect,  of granting  security  interest of any kind whatsoever
         and any agreement,  whether conditional or otherwise,  to create any of
         the foregoing;

         "Specified Employees" means those Employees who are listed in Part B of
         Schedule 3;

         "Seller's  Group" means the Seller,  any holding  company of the Seller
         and all  companies  and  undertakings  which  are now  subsidiaries  or
         subsidiary  undertakings  of the Seller or of any such holding  company
         (and, for the purposes of Clauses 13, 14 and 16 only,  "Seller's Group"
         shall also include all companies and  undertakings  which in the future
         become  subsidiaries  or subsidiary  undertakings  of the Seller or any
         holding company of the Seller);

         "Seller's  Solicitors"  means Hannes  Snellman of  Etelaranta 8, 00130,
         Helsinki;

         "Shareholders'  Agreement" means the agreement of even date between the
         Ocean Power Corporation and the Seller relating to the Purchaser;

         "Tangible  Assets" the tangible  assets of the  Business,  as listed in
         Schedule 4;

         "Tax" or "Taxation" means all taxes, levies, duties,  imposts,  charges
         and  withholdings of any nature  whatsoever or wheresoever  imposed and
         all penalties, charges and interest relating thereto;

         "Tekes Loan Liability"  means all amounts  outstanding  under the loans
         made to the  Seller by the  Technology  Development  Fund  (Teknologian
         kehittamiskeskus)  on 3  August  1998  and 30  August  1999  (loan  No.
         3037-167 and 3035-10254) on the Cut-Off Date;

         "Total  Consideration"  means (i) the Cash Consideration;  and (ii) the
         Consideration  Shares Price as such term is defined in the Shareholders
         Agreement;

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         "Transfer  Regulations"  means the Finnish Act on Employment  Contracts
         (No. 55/2001);

         "VAT"  means  Value  Added  Tax or any  similar  tax from  time to time
         replacing it or performing a similar fiscal function; and

         "Warranties" means the warranties, representations and undertakings set
         out in Clause 8 and Schedule 5.

1.2      References  to Clauses or Schedules are to Clauses or Schedules to this
         Agreement  and  references to  sub-clauses  are to  sub-clauses  of the
         relevant  Clause,  and the Schedules are deemed to be  incorporated  in
         this  Agreement,  and  a  reference  to  "this  Agreement"  includes  a
         reference to the Schedules.

1.3      In this Agreement:

(A)      the index and the clause headings are included for convenience only and
         shall not affect the construction of this Agreement;

(B)      words denoting the singular shall include the plural and vice versa;

(C)      words  denoting  any gender  shall  include a  reference  to each other
         gender; and

(D)      references to persons shall be deemed to include  references to natural
         persons, firms, partnerships,  companies,  corporations,  associations,
         organisations,  foundations  and  trusts  (in each case  whether or not
         having separate legal personality).

1.4      References in this Agreement to statutory  provisions  shall (where the
         context so admits and unless otherwise expressly provided) be construed
         as   references   to  those   provisions   as   respectively   amended,
         consolidated,  extended or re-enacted as at the date of this  Agreement
         (as the context requires) and to any orders,  regulations,  instruments
         or other subordinate legislation made under the relevant statutes.

1.5      Any  statement  qualified  by  the  expression  "to  the  best  of  the
         knowledge,  information  and  belief of the  Seller"  or "so far as the
         Seller is aware" or any similar  expression  shall be deemed to include
         an additional  statement that it has been made after due,  diligent and
         careful enquiry by the Seller or any of its agents and employees.

2.       AGREEMENT TO SELL AND PURCHASE

2.1      The Seller shall sell with full title  guarantee  and transfer or cause
         the sale and transfer (which expression shall where appropriate include
         an  assignment   or  novation)  and  the  Purchaser   (relying  on  the
         Warranties,  representations  and undertakings in this Agreement) shall
         purchase  with effect from  Completion  the Business as a going concern
         free from all Security Interests together with the following assets:

(A)      the Tangible Assets;

(B)      all  of  the  intangible  assets  of  the  Seller  including,   without
         limitation, EDP and moulds owned by the Seller;

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(C)      the shares in Hadwaco (US) Inc;

(D)      all of the  inventories  of the  Seller  at  the  date  of  Completion,
         including, without limitation, raw materials and consumables;

(E)      the following projects/works in progress: "Lohja", Eaton, Nexans Canada
         and Nexans France.

(F)      all  Intellectual  Property  owned by the  Seller or any  member of the
         Seller's  Group in  connection  with the  Business,  including  without
         limitation,  the  Hadwaco  Later  Developed  Technology  and the Domain
         Names;

(G)      the Business Information; and

2.2      Title in each of the Assets will pass to the Purchaser on Completion

2.3      The only  liabilities of the Seller to be transferred to and assumed by
         the Purchaser at Completion are as follows:

(A)      employee  related  liabilities  accrued after the Cut-Off Date (but not
         including  liabilities  relating to the  termination  of the  Specified
         Employees);;

(B)      liabilities  related to the Assumed  Contracts as set out in Schedule 2
         and ongoing quotations, orders and purchases related to the Business;

(C)      liabilities  relating  to the  projects / works in  progress  listed in
         Clause 2.1 (E) ;

(D)      accounts payable falling due after the Cut-Off Date;

(E)      The TEKES Loan Liability .

2.4      The  benefit  from and burden of the  Business  shall  belong to and be
         carried by the  Purchaser as from the Cut-Off  Date.  The parties shall
         prepare  interim  audited  accounts  subject  to  the  approval  of the
         Seller's and the Purchaser's  auditors as per 30 June 2001 on 31 August
         2001 at the latest.

2.5      Advance payments  received by the Seller prior to the Cut-Off Date less
         accounts  receivable on the Cut-Off Date related to the projects Nexans
         Canada and Nexans France less all the costs and expenses incurred prior
         to the Cut-Off Date,  including  internal planning and production costs
         according  to the  project  follow-up  system,  shall be credited to or
         debited from the Purchaser on 31 August 2001 at the latest.

2.6      The parties shall prepare on 21 September  2001 at the latest  accounts
         on the costs incurred and income  received,  excluding the  Non-Assumed
         Contracts  as set out in Schedule 2,  between the Cut- Off Date and the
         Completion  Date  subject  to the  approval  of the  Seller's  and  the
         Purchaser's auditors.

         Income  exceeding  the  costs  shall  be  credited  to  the  Purchaser,
         correspondingly,  costs  exceeding the income and financing costs shall
         be credited to the Seller within one week from 21 September 2001.

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2.7      The sale and  purchase  of each of the  Assets is  inter-dependent  and
         shall be completed simultaneously.

2.8      Sub-clause   2.1  shall  operate  as  an  assignment  of  such  of  the
         Intellectual Property owned by the Seller or any member of the Seller's
         Group in connection with the Business,  including  without  limitation,
         the  Hadwaco  Later  Developed  Technology,  as is not the  subject  of
         registration  or an  application  for  registration  with  effect  from
         Completion. Any Intellectual Property owned by the Seller or any member
         of the  Seller's  Group  in  connection  with the  Business,  including
         without limitation,  the Hadwaco Later Developed  Technology,  which is
         registered or which is the subject of an application  for  registration
         shall  be  assigned  to the  Purchaser  pursuant  to  the  Intellectual
         Property Assignment.

2.9      The value of the Assets has been set out in Schedule 6.

3.       ASSETS AND LIABILITIES NOT INCLUDED IN THE SALE

3.1      The following are expressly  excluded from the sale and purchase of the
         Business and the Assets:

(A)      Excluded Liabilities;

(B)      all the Seller's cash in hand or at the bank or at any other  financial
         institution and


(C)      receivables  other  than  receivables  related  to  following  projects
         referred to above in Section 2.1.(E).

         The Seller's  receivable of approx.  US$ 252,000 from Hadwaco (US) Inc.
         will be credited to Hadwaco  U.S.  Inc. by the Seller to the extent the
         receivable  is not related to certain  receivables  which  Hadwaco (US)
         Inc. has or will have in the future for work to be completed  under the
         project "Nexans Canada".

3.2      Nothing  in this  Agreement  shall pass to the  Purchaser,  or shall be
         construed as acceptance by the  Purchaser,  of any  liability,  debt or
         other  obligation  or  right  of the  Seller's  Group,  other  than  as
         expressly set out in this Agreement.

3.3      For the avoidance of doubt the Seller shall discharge:

(A)      all outstanding Security Interests relating to any Asset and subsisting
         at Completion; and

(B)      all supplier  accounts  relating to any Asset acquired by and delivered
         to or any service  supplied to the  Business  before the Cut-Off  Date,
         whether such accounts are rendered prior to or after the date hereof.

4.       CONDITIONS PRECEDENT

4.1      Completion of this Agreement is in all respects conditional upon:

(A)      Completion  of  the   acquisition  by  the  Purchaser  of  the  Aquamax
         Technology;

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(B)      execution by the Seller and Ocean Power of the Shareholders' Agreement;

(C)      execution  by the  Seller,  the  Purchaser  and  Varma-Sampo  Oy of the
         assignment of the lease of the Seller's Helsinki Headquarters;

(D)      execution by the Purchaser and Hackman  Kiinteistot  Oy of the lease of
         the  assembly  factory and  cassette  factory  situated  at  Leppavirta
         Sorsakoski;

(E)      execution by the Purchaser and the relevant parties of the transitional
         services agreement(s);

(F)      execution by the Purchaser and Ocean Power of the Ocean Power Licence;

(G)      execution by the Purchaser and the Seller of the Hadwaco License;

(H)      completion  of the  valuation  of the  Seller's  assets  which  must be
         undertaken  prior to the issue of the Purchaser's  shares to the Seller
         under Clause 5.1.2.

(I)      the  Purchaser's  shareholders  meeting  having passed the  resolutions
         referred to below in Clause 6;

(J)      the  Seller's   shareholders  meeting  having  passed  the  resolutions
         referred to below in Clause 6

(K)      an opinion by Darby & Darby satisfactory to Ocean Power

(L)      the  Ocean  Power  board  meeting  having   approved  the  entering  to
         shareholders' agreement for the Purchaser.

(M)      execution by the  Purchaser and Aquamax  (International)  Holdings B.V.
         and  Keeran  Corporation  N.V.  of the AK  Licence  and a  co-operation
         agreement

(N)      execution by the Seller and Aquamax (International)  Holdings B.V. of a
         settlement agreement in the agreed form;

(O)      execution  by  Ocean  Power  Corporation  and  Aquamax  (International)
         Holdings B.V. of a mutual release in the agreed form;

(P)      execution of the Co-operation  Sales and Services Agreement between the
         Seller and the Purchaser;

(Q)      finalizing the Schedules to this Agreement;

(R)      Payment  of US$ 50,000 to Hadwaco  according  to OPC letter  dated July
         20th 2001; and

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(S)      the Seller having caused Hadwaco (US) Inc. to:

                                (a) discharge  any  and  all   indebtedness   of
                                    Hadwaco  (US) Inc.  incurred or  outstanding
                                    immediately  prior to  Completion,  save for
                                    (i) that part of the loan from the Seller to
                                    Hadwaco (US) Inc.  outstanding on Completion
                                    in relation to which  Hadwaco  (US) Inc. has
                                    or will  have in the  future  for work to be
                                    completed  certain   receivables  under  the
                                    "Nexans  Canada"  project and (ii) all costs
                                    and  liabilities  which were incurred in the
                                    ordinary   course  of  the  business  to  be
                                    transferred  under this  Agreement and which
                                    are outstanding on Completion; and

                                (b) perform in full any and all  obligations  of
                                    Hadwaco (US) Inc. as of Completion, save for
                                    (i)  obligations  to be performed by Hadwaco
                                    (US) Inc. under the "Nexans  Canada" project
                                    and  (ii)  obligations  to be  performed  by
                                    Hadwaco (US) Inc.  which were assumed in the
                                    ordinary   course  of  the  business  to  be
                                    transferred  under this  Agreementin  either
                                    case  whether in favour of the Seller or any
                                    third party.

4.2      The Seller and the  Purchaser  shall  respectively  use all  reasonable
         endeavours to fulfil or procure the  fulfilment of the  conditions  set
         out in Clause 4.1 so far as lies within their  respective  powers so to
         do.

4.3      Each of the parties may waive all or any of the  conditions,  aimed for
         that party's  benefit  specified in Clause 4.1 at any time on or before
         the Completion Date.

4.4      If any of the above mentioned conditions are not fulfilled or waived in
         accordance with Clauses 4.3 or 4.4 on or before the Completion Date (or
         such  other  date as the Seller  and the  Purchaser  in their  absolute
         discretion may agree in writing) this Agreement  (save for  sub-clauses
         14.2 and 14.3 which shall  remain in force)  shall become null and void
         and no party shall be entitled to make a claim against another party in
         connection  with this  Agreement  save for any claim  against the other
         party which forms an  antecedent  breach or which  arises in respect of
         Clause 14.

5.       CONSIDERATION

5.1      The consideration  for the sale and transfer of the Business  hereunder
         shall be satisfied by the Purchaser at Completion by:

5.1.1    payment  by the  Purchaser  to the  Seller of  US$1,500,000  (the "Cash
         Consideration") ; and

5.1.2    issue of 19 shares in the Purchaser,  representing  19 per cent. of the
         issued   share   capital  of  the   Purchaser   after  the  issue  (the
         "Consideration Shares").

5.2      The  consideration  payable  to Clause  5.1 shall be  satisfied  by the
         Purchaser at Completion by:

5.2.1    transfer of the Cash  Consideration into the Seller's bank account with
         Merita   Bank  ,   Account   number   209518-27260,   Reference   "Cash
         Consideration" freely available for the Seller; and

5.2.2    delivery to Sellers  Solicitors  (who are hereby  authorised to receive
         the same  and  whose  receipt  shall be an  absolute  discharge  of the
         Purchaser) of a share certificate (or interim share certificate),  made
         out to the Seller, for the Consideration Shares.


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6.       COMPLETION

6.1      Completion  will take place in  accordance  with Schedule 1 at 1p.m. on
         the 31 August 2001 at Hannes Snellman Attorneys at Law Ltd., Etelaranta
         8, 00130  Helsinki,  Finland when the business  described in Schedule 1
         will be transacted.

6.2      The Seller hereby  undertakes to the Purchaser that in the period prior
         to Completion the Business will be carried on as a going concern in the
         ordinary  course and it will use its  endeavours  to maintain its trade
         and trade connections.

7.       VALUE ADDED TAX

7.1      The sale and  purchase  of the  Assets  and the  Business  contemplated
         hereunder constitutes a transfer of business for purposes of Section 62
         of the Finnish Act on Value Added Tax ( No. 1501/1993),  and the Seller
         and the  Purchaser  shall use their best  endeavours  to cause that the
         sale of the Assets and the  Business  is treated as neither a supply of
         goods nor a supply of services under that Section.

7.2      The  Purchaser  covenants  to the  Seller  that  after  Completion  the
         Business  will be  carried on by it as a going  concern  and the Assets
         will be used by it in  carrying  on the  Business  or a business of the
         same kind.

7.3      The  Consideration is exclusive of VAT and in the event that any VAT is
         payable on the sale of the Business or the Assets, following receipt of
         a valid VAT invoice,  the  Purchaser  shall pay to the Seller an amount
         equal to the VAT payable either five Business Days prior to the date on
         which the  Seller  is due to  account  for the same or, if later,  five
         Business Days following the receipt of the tax invoice.

7.4      VAT payable in respect of goods and  services  supplied or deemed to be
         supplied by the Seller prior to the date of Completion and all interest
         payable  and  penalties  attributable  to such VAT shall be paid by the
         Seller.

8.       WARRANTIES

8.1      The Seller  represents,  warrants and  undertakes to the Purchaser that
         each of the  Warranties  is accurate in all  material  respects and not
         misleading at the date of this Agreement.

8.2      The Seller  represents,  warrants and  undertakes to the Purchaser that
         each of the  Warranties  will be accurate in all material  respects and
         not misleading at the Completion Date as if they had been made or given
         at Completion and on the basis that a reference to the Completion  Date
         were  substituted  for any express or implied  reference to the date of
         this Agreement;

8.3      The  Warranties  are given  subject  only to  matters  which  have been
         Disclosed.

8.4      The Seller undertakes to disclose in writing to the Purchaser  anything
         which is or may constitute a breach of or be  inconsistent  with any of
         the Warranties  immediately it comes to its notice both before,  at the
         time of and after Completion.

                                       13
<PAGE>

8.5      The  Seller  acknowledges  that the  Purchaser  is  entering  into this
         agreement in reliance upon the information  received  amongst others in
         the Purchaser's investigations of the Seller and the representations in
         the terms of the Warranties, made by the Seller.

9.       INDEMNIFICATION

9.1      The Seller will fully indemnify and keep  indemnified the Purchaser its
         successors and permitted assigns (the  "Indemnified  Persons") for, and
         will pay to the  Indemnified  Persons  the amount of any  direct  loss,
         cost, action,  award,  penalty,  proceeding (whether or not involving a
         third party claim), demands (including without limitation any liability
         to Tax), direct expenses (including, without limitation, reasonable and
         legal  or  other  professional  fees  and  expenses)  suffered  by  the
         Purchaser arising from or in connection with:

(A)      any breach of the Warranties;

(B)      any failure by the Seller to comply with its  obligations  under clause
         11;

(C)      the termination of the employment of the Specified  Employees  provided
         that the  Purchaser  has given  notice to  terminate  their  employment
         within  three  Business  Days  after  Completion  and  complied  in all
         material  respects  with  the  written  directions   delivered  to  the
         Purchaser by the Seller;

(D)      any claim or other  legal  recourse by all or any of the  Employees  in
         respect  of  any  fact  or  matter  concerning  or  arising  from  such
         Employees' employment with the Seller prior to the date of Completion;

(E)      the  termination  of  engagement  prior  to  Completion  of any  agent,
         consultant  or  contractor  or employee  of any member of the  Seller's
         Group (other than the Employees) whose employment is transferred to the
         Purchaser by the Transfer Regulations; and

(F)      any act or omission  prior to the date of  Completion  by the Seller in
         relation to the Employees or any other  employee of the Seller which by
         virtue of the Transfer  Regulations  is deemed to be an act or omission
         of the Purchaser;

(G)      any VAT payable in relation to goods and services supplied or deemed to
         be supplied  prior to the date of Completion  and all interest  payable
         and penalties attributable to such VAT;

(H)      the  exclusion  of any  Contract  from the sale  under  this  Agreement
         pursuant to Clause 12;

(I)      failure by the Seller to perform the Non-Assumed Contracts;

(J)      any act or omission on the part of any member of the Seller's  Group in
         relation to the Business Contracts;

(K)      failure to promptly  pay and  discharge  the  Excluded  Liabilities  in
         accordance with their terms;


                                       14
<PAGE>

(L)      ailure to discharge any  indebtedness  of Hadwaco (US) Inc. or perform
         any obligations of Hadwaco (US) Inc. in accordance with Clause 4.1(S);

(M)      failure by the Seller to discharge all outstanding  Security  Interests
         relating to any Asset and subsisting at Completion;

(N)      costs arising from the Purchaser being required to clear the Eaton site
         on expiry or  termination  of the Eaton  Contract less the value of the
         equipment at the time of clearing the site.

9.2      The  remedies  provided  by this clause 9 will not be  exclusive  of or
         limit any other remedies available to the Purchaser  although,  subject
         to Clause 10. The  Purchaser  agrees that it shall not be entitled  to,
         and will not seek, recission of this Agreement.

10.      LIMITATION OF SELLERS LIABILITY

10.1     In the absence of fraud or  dishonesty on the part of the Seller or its
         agents or advisers,  the  Seller's  liability  under this  Agreement is
         limited as provided in this Clause 10

10.2     The Seller  shall be under no  liability  in respect of breaches of the
         Warranties  unless the aggregate  liability of the Seller in respect of
         all breaches of the  Warranties  exceeds  US$100,000,  provided that if
         such amount is exceeded,  the Seller shall  (subject to Clause 10.3) be
         liable for the whole  amount  claimed in  respect  of  breaches  of the
         Warranties and not only for the excess.

         If any deficiency, cost or loss referred to in Clause 9.1 and 9.2 above
         is a tax  deductible  item, the Claim that the Purchaser may make shall
         be  reduced by an amount  equivalent  to the  deficiency,  cost or loss
         multiplied with the corporate income tax rate in Finland, applicable at
         the time of the reimbursement.

10.3     The aggregate  liability of the Seller under this  Agreement  including
         breach of any  undertaking  and/or breach of the  Warranties  shall not
         exceed the Total  Consideration  paid or payable and due, together with
         the amount of any interest and costs in respect of such liability.

10.4     The  Purchaser  shall not be  entitled  to make any claim  against  the
         Seller in respect of any breach of the Warranties  unless the Purchaser
         has given  written  notice of its intention to make such a claim to the
         Seller on or before the first (1st ) anniversary of Completion.

10.5     If any breach of the  Warranties  arises by reason of some liability of
         the  Business  which,  at the time such  breach or claim is notified to
         each Seller, is contingent only, then the Seller shall not be under any
         obligation  to make any  payment  in  respect  of such  breach or claim
         unless and until such liability ceases to be contingent.

10.6     No liability  shall arise in respect of any breach of any Warranties if
         and to the extent that  liability for such breach occurs as a result of
         any  legislation  not in force at the date of this  Agreement or to the
         extent that such breach  occurs as a result of a voluntary  act, of the
         Purchaser.


                                       15
<PAGE>

10.7              (A) Where the Purchaser is entitled to recover from some other
                  person any sum in respect of any matter giving rise to a claim
                  under the Warranties the Purchaser shall, and the Purchaser in
                  fact recovers any amount from such other person, the amount of
                  the claim  against  the Seller  shall be reduced by the amount
                  recovered,  less all  reasonable  costs,  charges and expenses
                  incurred by the Purchaser  recovering that sum from such other
                  person.  Alternatively (at the Seller's option), if the Seller
                  has  paid  costs,   charges  and  expenses  hereunder  to  the
                  Purchaser, the Seller shall have the right to receive from the
                  Purchaser all rights to recovery related to the claim.

                  (B) If the Seller pays at any time to the  Purchaser an amount
                  pursuant  to a claim  in  respect  of the  Warranties  and the
                  Purchaser subsequently recovers from some other person any sum
                  in  respect  of any  matter  giving  rise to such  claim,  the
                  Purchaser  shall  forthwith repay to the Seller so much of the
                  amount paid by the Seller to the  Purchaser as does not exceed
                  the sum recovered  from such other person less all  reasonable
                  costs,   charges  and  expenses   incurred  by  the  Purchaser
                  recovering that sum from such other person.

10.8     Any  payment  made by the Seller in respect of any claim made under the
         Warranties or otherwise  under this  Agreement  shall be deemed to be a
         reduction in the Total Consideration.

10.9     All sums  payable  by the  Seller to the  Purchaser  for  breach of any
         undertaking  and/or  breach  of the  Warranties  shall be paid free and
         clear of all Taxes, deductions or withholdings whatsoever, save only as
         may be required by law.

10.10    If any  deduction  or  withholding  in respect of Tax or  otherwise  is
         required by law to be made from any of the sums payable as mentioned in
         Clause 10.2 the Seller  shall be obliged to pay to the  Purchaser  such
         greater sum as will, after such deduction or withholding as is required
         to be made has been made,  so as to leave the  Purchaser  with the same
         amount as it would have been  entitled to receive in the absence of any
         such requirement to make a deduction or withholding.

11.      THE EMPLOYEES

11.1     The Seller and the  Purchaser  acknowledge  and agree that the sale and
         purchase pursuant to this Agreement will constitute a relevant transfer
         of business  for the  purposes of Chapter 1 Section 10 of the  Transfer
         Regulations.

11.2     The Employees  employed by the Seller at Completion  will in accordance
         with Chapter 1 Section 10 of the Transfer  Regulations  transfer to the
         Purchaser on unchanged terms of employment.

11.3     All  employer  liabilities  relating to the  Employees  (the  "Employer
         Liabilities")  accrued but unpaid or unsettled at Cut-Off Date, whether
         contractual  or  statutory  in nature,  shall be the  liability  of the
         Seller.

11.4     The Seller  undertakes to the Purchaser  (for itself and as trustee for
         all other  possible  owners for the time being of the whole or any part
         of the Business and/or the Assets)


                                       16
<PAGE>

11.4.1   by 31 August  2001 to  deliver  to the  Purchaser  a  computation  (the
         "Employer  Liability  Computation") of any Employer  Liabilities due at
         Cut-Off Date but not yet paid and discharged by the Seller;

11.4.2   within  thirty  (30)  days  from  the  date of  actual  payment  by the
         Purchaser  to the  Employee(s),  to pay to the  Purchaser  any Employer
         Liability  by  the  Employer  Liability  Computation  at  Cut-Off  Date
         demonstrated to be outstandingly  unpaid and undischarged at Completion
         and thereafter paid by the Purchaser; and

11.4.3   as and when due, promptly upon the Purchaser's first demand, to pay and
         discharge to the Purchaser any Employer  Liability not earlier  settled
         to the Purchaser in accordance with this Clause 11.4.2 above.

11.5     The Purchaser will fully  indemnify and keep  indemnified  the Seller's
         Group in respect of any failure by the Purchaser to provide information
         to the Seller (which it was legally obliged to provide) so as to permit
         the  Seller's  Group  to meet  their  obligations  under  the  Transfer
         Regulations.

11.6     The  Seller  agrees to  compensate  the  Purchaser  for  actually  paid
         severance  payments  and  dismissal  costs  related  to  the  Specified
         Employees   provided   that  the   Purchaser   follows   the   Seller's
         instructions.

12.      THE BUSINESS CONTRACTS

12.1     The Purchaser shall become entitled to the benefits of the Seller under
         the Assumed Contracts and this Agreement shall constitute an assignment
         of the benefit of all Assumed  Contracts to the  Purchaser  with effect
         from  Completion,  provided that this Agreement shall not constitute an
         assignment or attempted  assignment if it would  constitute a breach of
         such Assumed Contract.

12.2     Where a third  party  consent  is  required  to the  assignment  of the
         benefit of any of the Assumed  Contracts to the Purchaser,  the Parties
         shall use their best  efforts to obtain any such third  party  consent.
         Upon any such third party consent being obtained,  this Agreement shall
         constitute  an  assignment  of the benefit of the  Assumed  Contract to
         which that third party consent relates.

12.3     The Purchaser shall not be liable for any liabilities, losses, charges,
         costs,  claims or demands whatsoever arising from the absence of or any
         failure  to obtain any third  party  consent  in  accordance  with this
         Agreement. To the extent such agreements cannot be assigned or novated,
         the  Parties  shall  agree to the  extent  possible  on an  arrangement
         whereby such agreement is performed by the Purchaser on its own behalf,
         but in the name of the Seller, or on any other arrangement  whereby the
         Purchaser  may obtain the  benefit of the  arrangement  in  exchange of
         assuming  the  liabilities  related  thereto.  The Seller  shall at the
         Purchaser's  request  immediately,  but subject to customer's  approval
         terminate any of the agreements.

12.4     The benefit and burden of the  Non-Assumed  Contracts shall remain with
         the Seller and shall not pass to the Purchaser  under this Agreement or
         otherwise.  The Seller and the Purchaser shall agree, by the Completion
         Date, upon a basis on which  performance of the  Non-Assumed  Contracts
         shall be sub-contracted to the Purchaser.


                                       17
<PAGE>

12.5     The Seller  undertakes  to perform  the  Non-Assumed  Contracts  to the
         extent that  performance has not been  sub-contracted  to the Purchaser
         pursuant to arrangements made in accordance with clause 12.4.

12.6     If the Seller has omitted to give full,  complete and accurate  details
         of or to disclose the  existence of a Contract to the  Purchaser,  then
         the Purchaser may elect in writing,  within three months after becoming
         aware of such details or the  existence  of such  Contract (as the case
         may be), that such Contract  shall be excluded from the sale under this
         agreement so that the parties'  obligations in respect of that Contract
         shall end immediately after such election is made.

13.      OBLIGATIONS OF THE SELLER AFTER COMPLETION

13.1     The Seller  undertakes to pass to the Purchaser  forthwith upon receipt
         any  orders or  enquiries  in  relation  to the  Business  which it may
         receive at any time after Completion.

13.2     Upon  Completion the Seller and the Purchaser shall cause to be sent to
         each of the Employees a letter, in the Agreed Form, explaining that his
         employment  has  been  transferred  to the  Purchaser  pursuant  to the
         Transfer Regulations.

13.3     The Seller will give to the Purchaser's  auditors  reasonable access to
         the books,  accounts,  records and returns of the Seller relating to or
         in connection with the Business as the Purchaser may reasonably require
         for the business and will keep them in good order.

13.4     The Seller shall  promptly  notify the Purchaser of any claims  against
         any member of the Seller's  Group brought by any third party in respect
         of any products developed within the Business,  or services supplied by
         the Seller and the Seller shall,  subject to the Purchaser assuming the
         liability for such claim and the costs related thereto, not without the
         Purchaser's  prior written  consent take any other steps in relation to
         such claims which might reasonably be expected to damage the commercial
         interests  of the  Purchaser.  If the  Purchaser  considers  that it is
         desirable  to take  preventative  action with a view to  avoiding  such
         claims  against a member of the Seller's  Group or the  Purchaser,  the
         Purchaser  shall bear all reasonable  costs and expenses of that action
         where such claims are not attributable to any breach of the Warranties.

13.5     The Seller shall (at its own expense) provide and cause that:

         (A)      the Seller and each  member of the  Seller's  Group shall give
                  the  Purchaser   such   assistance   that  the  Purchaser  may
                  reasonably  require,  for the adoption by the Purchaser of the
                  Business Name, or any trade mark relating to the Business; and

         (B)      The Seller's Group shall cease in any manner whatsoever to use
                  or display any trade or service marks,  trade or service names
                  or  logos  used  specifically  in  the  Business  Name  or the
                  Business or any confusingly  similar marks,  domain name, name
                  or logo other  than with the  express  written  consent of the
                  Purchaser.


                                       18
<PAGE>

13.6     From  Completion  the Seller shall,  and shall cause all members of the
         Seller's Group, to promptly pay and discharge all Excluded  Liabilities
         in accordance with their terms.

14.      CONFIDENTIALITY

14.1     The Seller undertakes to, and to cause that all members of the Seller's
         Group along with the,  agents and  professional  advisers of the Seller
         and the  Seller's  Group,  keep  confidential  and  not at any  time to
         disclose or make known to anyone whatsoever or use for their own or any
         other  person's  benefit  all  Business  Information,  except as may be
         required by any legal or  regulatory  authority  to which the Seller is
         subject.

14.2     The Purchaser  undertakes to, and to cause that its  employees,  agents
         and professional  advisors shall keep  confidential and not disclose or
         make known to any third party  whatsoever  nor use for its or any other
         person's benefit any Business Information which may have been disclosed
         to the Purchaser , its employees,  agents and professional  advisors or
         which may otherwise  have come to the attention of the  Purchaser,  its
         employees,  agents and  professional  advisors and which relates to the
         business or affairs of the Seller or any company in the Seller's Group,
         except as may be required by any legal or regulatory authority to which
         the  Purchaser,  its  employees,  agents and  professional  advisors is
         subject.

14.3     The obligations  imposed by the provisions of sub-clauses 14.1 and 14.2
         shall  not  apply  to the  extent  that  the  Business  Information  in
         question:

         (A) is or comes into the public domain without fault on the part of the
             party to whom the same was  disclosed,  or to whose  attention  the
             same has come;

         (B) was already known to the relevant  party at the time the same,  was
             disclosed to it or came to its attention; or

         (C) has been lawfully disclosed to the relevant party by a third party.

15.      ANNOUNCEMENTS AND PUBLICITY

         No  announcement  or circular or other publicity in connection with the
         subject matter and  transactions  referred to in this Agreement  (other
         than as permitted by this  Agreement)  shall be made by or on behalf of
         any of the parties  hereto  without the  approval of the other  Parties
         hereto as to its content, form and manner of publication (such approval
         not to be unreasonably  withheld or delayed) save as may be required by
         any applicable law, any applicable  regulatory authority (including the
         Securities and Exchange  Commission and the Helsinki and Securities and
         Derivatives  Exchange,  Clearing House Ltd.,) to which the  Purchaser's
         and the Seller's  respective  parent companies are subject,  where such
         requirement  has the force of law,  and  provided  that  nothing  shall
         restrict the  Purchaser  from  publicising  after  Completion  and in a
         manner  and form  acceptable  to the  Seller,  that the  Purchaser  has
         acquired  the  Business and  communicating  as  otherwise  necessary to
         operate and develop the Business.


                                       19
<PAGE>

16.      RESTRICTIVE COVENANTS

16.1     Each of Hackman and the Seller  covenants  with the  Purchaser  that it
         will not and will cause that its  subsidiaries  or affiliates from time
         to time will not either on its or their own  account or in  conjunction
         with  or on  behalf  of any  person  or  persons  whether  directly  or
         indirectly for the period of:

         (A) two (2) years, directly or indirectly, whether as principal, agent,
             shareholder  (other  than  as  a  shareholder  of  the  Purchaser),
             consultant,  partner,  employee,  member,  or in any other capacity
             whatsoever,  participate  in,  engage  in,  or  be  in  any  manner
             associated  with  the  Business  as  carried  out  at the  time  of
             Completion. This shall not, however, prevent the Seller or Seller's
             Group  to  fulfil  its  liabilities   based  upon  the  Non-Assumed
             Contracts  and  upon  the  Assumed  Contracts,  to the  extent  the
             Purchaser has not fulfilled its obligations;

         (B) two (2) years from Completion,  solicit or entice away or endeavour
             to solicit or entice away from the Purchaser any officer,  manager,
             servant or other employee,  not being a Specified Employee, who was
             at  Completion  engaged in the  Business,  unless  such  employee's
             employment  has been  terminated by the  Purchaser,  whether or not
             such person would commit a breach of his contract of  employment by
             reason of leaving service.

16.2     Each of  Hackman  and the  Seller  acknowledges  and  agrees  that  the
         provisions of Clause 16.1 are  reasonable  with respect to the scope of
         restriction,  duration  and the  geographic  scope  and are  reasonably
         necessary  to  protect  the  value of the  goodwill  and  Assets of the
         Business.

16.3     Whilst the covenants in Clause 16.1 are considered by the parties to be
         reasonable in all the circumstances,  if any one or more should for any
         reason be held to be  invalid  but would  have been held to be valid if
         part of the wording  thereof was deleted or the period thereof  reduced
         or the range of  activities or area covered  thereby  reduced in scope,
         the said covenants shall apply with the minimum modifications necessary
         to make them valid and effective.

17.      GUARANTEE

         Hackman guarantees,  as for its own debt (absolute suretyship),  to the
         Purchaser the due  fulfilment by the Seller of the  obligations  of the
         Seller under this Agreement.

         The  guarantee of Hackman is limited to a maximum  aggregate  amount of
         USD  1,500,000  and  the  possibly  paid  and  received  price  for the
         Consideration Shares being at maximum USD 2,000,000.

         Any claim under this  guarantee  shall be presented by the Purchaser on
         the 3rd anniversary of Completion at the latest.

18.             NOTICES

18.1     Any  notice  required  to be given  under  this  Agreement  shall be in
         writing  signed by (or by some  person duly  authorised  by) the person
         giving it and may be served by leaving  it or sending it by  facsimile,
         pre-paid recorded delivery to the address of the relevant party set out
         in sub-clause  18.2.  Any notice so served shall be deemed to have been
         received:

                                       20
<PAGE>

         (A) if delivered personally, at the time of delivery;

         (B) in the case of a notice  sent by  pre-paid  recorded  delivery,  48
             hours after the date or posting; or

         (C) in  the  case  of a  notice  sent  by  facsimile  copier  or  other
             electronic  means of  communication,  if the notice was sent during
             the  business   hours  of  the   addressee   then  on  the  day  of
             transmission, and otherwise on the next following Business Day.


         For the  purposes of this Clause  "business  hours"  means the hours of
         9.00 a.m. to 5.30 p.m. local time in the country of the addressee.

18.2     Any notice required to be given under this Agreement shall be sent:

         (A)    to the Seller at:        Hadwaco Ltd Oy

                Facsimile No:            +358 20 43 95 482

                For the attention of:    Tapio Hintikka, chairman of the Board

         (B)    to the Purchaser at:     Balantum Oy
                                         c/o Waselius & Wist

                Facsimile No:            +358 9 668 95222


                For the attention of:    CEO Juhani Kujala

         (C)    to Hackman at:           Hackman Oyj

                Facsimile No:            +358 20 43 95 482

                For the attention of:    CEO Tapio Hintikka

         or to such other address or facsimile  number as is notified in writing
         from time to time by the Seller,  the Purchaser or Hackman (as the case
         may be) to the other parties to this Agreement.

19.      SUCCESSORS AND ASSIGNS

         This Agreement  shall be binding upon and enure for the benefit of each
         party's  successors but shall not be assignable by either party without
         the other party's consent. Save as aforesaid,  this Agreement shall not
         be assignable.


                                       21
<PAGE>

20.      VARIATION

         No  variation  of this  Agreement  shall be  effective  unless  made in
         writing and signed by or on behalf of each of the parties.

21.      SEVERANCE

         If at any time any provision of this Agreement is or becomes invalid or
         illegal in any respect,  such  provision  shall be deemed to be severed
         from this Agreement but the validity,  legality and  enforceability  of
         the  remaining  provisions of this  Agreement  shall not be affected or
         impaired thereby.

22.      FURTHER ASSURANCE

         The Seller  shall do,  execute  and perform and shall cause to be done,
         executed and  performed  all such further  acts,  deeds,  documents and
         things as the  Purchaser may require from time to time  effectively  to
         vest the  beneficial  ownership of the Assets in the Purchaser or as it
         directs free from all liens, charges, options,  encumbrances or adverse
         rights or interests of any kind and  otherwise to give to the Purchaser
         the full benefit of this Agreement.

23.      WAIVERS

         A failure  by any  party to  exercise  and any  delay,  forbearance  or
         indulgence by any party in exercising any right,  power or remedy under
         this  Agreement  shall not operate as a waiver of that right,  power or
         remedy  or  preclude  its  exercise  at any  subsequent  time or on any
         subsequent occasion. The single or partial exercise of any right, power
         or remedy  shall not  preclude  any other or further  exercise  of that
         right,  power or  remedy.  No  custom or  practice  of the  parties  at
         variance with the terms of this Agreement shall  constitute a waiver of
         the rights of any party under this  Agreement.  The rights,  powers and
         remedies provided in this Agreement are cumulative and not exclusive of
         any rights, powers or remedies provided by law.

24.      ENTIRE AGREEMENT

24.1     This Agreement, the Intellectual Property Assignment,  the documents in
         the Agreed Form, the Shareholders Agreement and all agreements entered,
         or to be  entered  into,  pursuant  to the terms of this  Agreement  or
         entered into between the parties,  or the Seller and the Purchaser,  in
         writing and expressly referring to this Agreement:

         (A) together constitute the entire agreement and understanding  between
             the parties with respect to the subject  matter of this  Agreement;
             and

         (B) (in  relation  to  such  subject   matter)   supersede   all  prior
             discussions,  understandings and agreements between the parties and
             their  agents  (or any of them) and all prior  representations  and
             expressions  of  opinion  by any party (or its  agent) to any other
             party (or its agent),  including  without  limitation the Letter of
             Intent dated 20 June,  2001 between the Seller,  the  Guarantor and
             Ocean Power Corporation Inc.

24.2     Each of the parties  acknowledges  that the Schedules to this Agreement
         have not been  finalized on the signing date of the  Agreement and that
         agreeing on the content of the  Schedules is a condition  precedent for
         Completion.  The parties  undertake to contribute to the  finalizing of
         the Schedules between the signing date and the Completion.


                                       22
<PAGE>

24.3     Each  of  the  parties  acknowledges  that  it is  not  relying  on any
         statements,  warranties or representations given or made by any of them
         in relation to the subject matter hereof,  save those expressly set out
         in this Agreement,  and other documents  referred to above, and that it
         shall have no rights or remedies  with respect to such  subject  matter
         otherwise than under this Agreement (and the documents  executed at the
         same  time as it or  referred  to in it) save to the  extent  that they
         arise out of the fraud or fraudulent misrepresentation of any party.

25.      COUNTERPARTS

         This  Agreement  may be executed in two or more  counterparts,  each of
         which  shall be deemed to be an  original,  and  which  together  shall
         constitute one and the same  Agreement.  Unless  otherwise  provided in
         this Agreement, this Agreement shall become effective and be dated (and
         each  counterpart  shall be dated) on the date on which this  Agreement
         (or a  counterpart  of this  Agreement)  is  signed  by the last of the
         parties to execute this Agreement or, as the case may be, a counterpart
         thereof.

26.      GOVERNING LAW

         This  Agreement  shall be governed by and construed in accordance  with
         the laws of Finland.

27.      SETTLEMENT IN GOOD FAITH

         In  the  event  of  any  dispute   concerning  this  Agreement  or  the
         interpretation  of  same,  it is  hereby  agreed  that the  Seller  and
         Purchaser  shall use their best  endeavours  to settle  such  disputes,
         without  recourse to law, by means of  negotiations in good faith under
         the spirit of fair  treatment  of one  another,  but should this not be
         found possible,  then such disputes shall be referred to arbitration in
         accordance with Clause 28 herein below.


28.      ARBITRATION

         Any dispute,  controversy  or claim  arising out of or relating to this
         Agreement or the breach,  termination  or  invalidity  thereof shall be
         settled  by  arbitration   in  accordance   with  the  Finnish  Act  on
         Arbitration Procedure.  The arbitration tribunal shall consist of three
         arbitrators  one of whom shall be  appointed by Hackman Oyj Abp and one
         of whom  shall  be  appointed  by the  Purchaser.  The  arbitrators  so
         appointed  shall  jointly  appoint  the  third  arbitrator  to  act  as
         chairman.   Unless  a  party  has  appointed  its   arbitrator  or  the
         arbitrators  have  failed  to  appoint  the  third  arbitrator   within
         twenty-one  (21) days from being requested to appoint its arbitrator of
         from the date the second arbitrator was appointed,  as the case may be,
         the  relevant  arbitrator  shall  be  appointed  by  the  Committee  of
         Arbitration of the Central Chamber of Commerce of Finland. The place of
         arbitration shall be Helsinki and the arbitration  proceedings shall be
         carried out in the English language.


                                       23
<PAGE>

29.      POST-COMPLETION EFFECT

         This  Agreement  shall  remain  in full  force  and  effect  after  and
         notwithstanding  Completion in respect of all obligations,  agreements,
         covenants,  undertakings or conditions  contained in or implied by this
         Agreement  which have not been done,  observed or performed at or prior
         to  Completion  and all  warranties,  representations  and  indemnities
         contained in or implied by this Agreement  (including  the  warranties)
         shall  continue  in full  force and  effect  after and  notwithstanding
         Completion   and  the  parties  may  take  action  for  any  breach  or
         non-fulfilment  of  any of  them  either  before  or  after  Completion
         (whether or not such breach or non-fulfilment may have been known to or
         discoverable by the party taking action prior to Completion).

         AS WITNESS  the hands of the  parties to this  Agreement  or their duly
         authorised  representatives  on the  date  written  on  page 1 of  this
         Agreement.


                                       24
<PAGE>

                                   SCHEDULE 1

                             Completion Requirements

1.       Matters to dealt with by the Seller

         At Completion, the Seller shall:

         (A) Transfer of Business Assets capable of delivery/allow the Purchaser
             to take control over

             Deliver to the Purchaser all the Business  Assets which are capable
             of transfer by delivery  with the intent that legal and  beneficial
             title to these Business Assets shall pass by and upon delivery.

         (B) Transfer of Business Properties

             Deliver to the Purchaser or the  Purchaser's  Solicitors in respect
             of the Business Properties:

             (i)      Lease counterpart; and

             (ii)     Lease assignment.

         (C) Other Matters

             Deliver to the Purchaser's Solicitors:

             (i)    assignments in the Agreed Form of all Intellectual  Property
                    owned by the Seller or any member of the  Seller's  Group in
                    connection with the Business,  including without limitation,
                    the Hadwaco Later Developed Technology, ;

             (ii)   the  transitional  services  agreement  duly executed by the
                    Seller;

             (iii)  a copy of the  minutes  of a  shareholders'  meeting  of the
                    Seller in a form approved by the Purchaser  authorising  the
                    execution  by the  Seller  of this  Agreement  and all other
                    relevant  documents  referred to in this Agreement  endorsed
                    with a certificate by the secretary of the Seller that those
                    copy minutes are a true and  accurate  record of the meeting
                    and  that  the   authority   conferred   remains  valid  and
                    outstanding;


             (iv)   a certified  copy of a  resolution  changing the name of the
                    Seller from Hadwaco Ltd Oy to a name not  including the word
                    Hadwaco;


             (v)    a copy of the  minutes  of a  meeting  of the  directors  of
                    Hackman in a form approved by the Purchaser  authorising the
                    execution by the  Guarantor of this  agreement and all other
                    relevant  documents  referred to in this Agreement  endorsed
                    with a certificate  by the  secretary of the Guarantor  that
                    those copy  minutes  are a true and  accurate  record of the
                    meeting and that the authority  conferred  remains valid and
                    outstanding;


                                       25
<PAGE>

             (vi)   evidence  satisfactory to the Purchaser of compliance by the
                    Seller of its obligations under Clause 4.1(S).


         (D) Vacant Possession of Business Properties


             The  Seller  shall  give  vacant  possession  of all  the  Business
             Properties (and of the other Business Assets capable of possession)
             to the Purchaser.

2.       Matters to be dealt with by the Purchaser

         Following compliance by the Seller with its obligations under paragraph
         1 above;

         (A) The  Purchaser  shall have  issued and  allotted  to the Seller the
             Consideration  Shares to be subscribed  for and cause a certificate
             or an interim certificate for the Consideration  Shares in the name
             of the Seller to be executed by the  Purchaser  to be  delivered to
             the Seller's Solicitors.

         (B) The Purchaser  shall transfer and pay into the Sellers  account the
             Cash Consideration as stated in Section 5.2.1.

         (C) Approval of the  shareholders'  agreement  for the Purchaser by the
             board of Ocean Power


                                       26
<PAGE>

                                   SCHEDULE 2

                                     PART A

                              The Assumed Contracts






                                     PART B

                            The Non-Assumed Contracts




                                       27
<PAGE>



<PAGE>


                                   SCHEDULE 3

                                     PART A

                                 (The Employees)
<TABLE>
<CAPTION>

<S>                <C>                 <C>            <C>          <C>           <C>
Name and address     Date of start of     Salary        Pension        Bonus          Holidays
                       employment
-----------------  ------------------  ------------- ------------- ------------- ------------------








</TABLE>


                                     PART B

                            (The Specified Employees)


                                       28
<PAGE>

                                   SCHEDULE 4

                               The Tangible Assets



                                       29
<PAGE>

                                   SCHEDULE 5

                                   Warranties

                                     PART A

                                     GENERAL

1        INFORMATION SUPPLIED

         The Purchaser and Ocean Power  Corporation  have  performed a legal and
         commercial  Due  Diligence   investigation   of  the  Company  and  its
         subsidiary's   affairs,   and  have   investigated   and  assessed  the
         Intellectual Property, including the Aquamax Technology and the Hadwaco
         Later Developed Technology. The Purchasers representatives have had the
         opportunity to interview the Employees and have received  access to all
         the  information  requested by the  Purchaser.  So far as the Seller is
         aware,  all  information  contained  in  this  Agreement,  all  matters
         contained in the Due Diligence  Binders  relating to the Business given
         by the Seller or its  accountants  or the  Seller's  Solicitors  to the
         Purchaser or its  accountants or the  Purchaser's  Solicitors are true,
         accurate and complete in all material respects and there is no material
         fact or  matter  relating  to the  Business  which is known or ought on
         reasonable  enquiry  to be  known  to the  Seller  which  has not  been
         disclosed  in the Due  Diligence  Binders  or  which  renders  any such
         matters or information untrue, incomplete or misleading in any material
         respect..  It is  explicitly  understood  and accepted by the Purchaser
         that the Seller  however  takes no liability  for or in relation to any
         financial or other budgets, plans or estimates relating to the future.

2        CAPACITY OF THE SELLER

2.1      Each of the Seller and  Hackman  has full power and  authority  and has
         taken all necessary  corporate action to enable it effectively to enter
         into and perform this Agreement and all agreements  entered into, or to
         be entered  into,  pursuant  to the terms of this  Agreement,  and such
         agreements   when  executed,   will  constitute   valid,   binding  and
         enforceable   obligations  on  the  Seller  in  accordance  with  their
         respective  terms and it does not  require  the  consent,  approval  or
         authority of any other person to enter into or perform its  obligations
         under  this  Agreement  and its  entry  into  and  performance  of this
         Agreement  will not  constitute  any  breach  of or  default  under any
         contractual,  governmental or public obligation binding upon it, and it
         is not engaged in any litigation or arbitration proceedings which might
         have an effect upon its capacity or ability to perform its  obligations
         under this Agreement and no such legal or arbitration  proceedings have
         been threatened against it.

2.2      The  Business  is not  carried on by or for the  benefit of any person,
         firm or corporation other than the Seller.

3        RECORDS

3.1      All books,  accounts and records  required by law to be  maintained  in
         connection  with the  Business  have at all  times  been  properly  and
         accurately  maintained and are properly  written up to date and will be
         so kept up to Completion  and all returns and payments for the purposes
         of VAT have been made.

                                       30
<PAGE>


4        THE ASSETS

4.1      The Assets  comprise  all assets now used in the Business and which are
         necessary  for the  continuation  of the  Business  as now  carried on.
         Notwithstanding  the foregoing,  the parties acknowledge and approve of
         the fact that the Assets do not include the license agreement signed in
         1994  and  as  later   amended   between   the   Seller   and   Aquamax
         (International) Holdings B.V..

4.2      The Assets are in good repair and condition,  reasonable  wear and tear
         expected,  regularly  maintained and fully  serviceable  and capable of
         being used in connection  with the Business.  The Purchaser is aware of
         that the pilot plant units are in need of repair.


4.3      The Seller has good and marketable  title to, and has in its possession
         and under its  control,  all of the Assets which are sold free from any
         Security Interest, agreement of hire or hire purchase or for payment on
         deferred  terms,  bill of sale or any obligation to pay any outstanding
         sums in  respect  of them and no person  other  than the  Seller has or
         claims  any  rights  in  relation  to the  Assets or any of them or the
         proceeds  of any sale of the  Assets or any of them and the  Assets are
         not  subject  to or  potentially  subject  to any  floating  charge  or
         guarantee  given by the Seller or by any  person or  company  connected
         with the  Seller.  The Seller is aware of the  arrangements  related to
         Eaton and Lohja.

4.4      All documents  which in any way affect the right,  title or interest of
         the Seller in or to any of the Assets and which attract stamp duty have
         been duly stamped within the requisite period for stamping.

5        THE BUSINESS CONTRACTS

5.1      All the Business  Contracts  are in full force and effect and have been
         duly  complied  with and the  Seller  is not aware of  anything  having
         occurred  whereby  any  of  them  is  or  could  be  subject  to  early
         termination  or which  has  given or that any  claim  under any of them
         would have been presented against the Seller except for ordinary claims
         relating to project deliveries, within the ordinary course of business.

5.2      All the terms of each of the  Business  Contracts  are on arms'  length
         terms and have been fully Disclosed.

5.3      Neither  the Seller nor any persons  connected  with the Seller has any
         direct or indirect  interest in any business  which has a close trading
         relationship  with the  Business  or which is or is  likely  to  become
         competitive with the Business.

6        EMPLOYEES AND CONSULTANTS

6.1      Particulars of Employees and Terms of Employment

6.2      No person is  employed  or engaged  in the  Business  (whether  under a
         contract of service or contract for services) other than the Employees.

                                       31
<PAGE>


6.3      The Seller has Disclosed copies of all service  contracts and contracts
         for services and full  particulars of the current and any future agreed
         terms of  employment  or  engagement  of all  Employees or of any other
         person   engaged  in  the   Business   under  a  contract   of  service
         ("Consultant")  including, but not limited to, details of all benefits,
         (whether  contractual or  discretionary  and whether current or future)
         and all of such  particulars  are true and accurate and complete in all
         material respects.

6.4      In respect of each of the Employees  each member of the Seller's  Group
         has:

(a)      performed and observed all its obligations  under or in connection with
         the contracts of employment of the Employees;

(b)      abided by the terms of any agreement  concluded by the Seller or on its
         behalf with any trade union, staff association or similar  organisation
         recognised by the Seller for the purposes of collective bargaining,  so
         far as the same shall be applicable to any of the Employees; and

(c)      fully  complied  with any of its  statutory  obligations  to inform and
         consult with employees,  trade union or other employee  representatives
         on any matter concerning or arising from this Agreement.

6.5      There  are no  outstanding  Employer  Liabilities  on the  part  of the
         Business  to or for the benefit of any person who is an Employee of the
         Business, save for accrued but not due vacation rights.

6.6      No member of the Seller's Group has offered, promised or agreed for the
         future any  variation in any contract of employment or any contract for
         services in respect of the  Employees or any other  person  employed by
         the  Seller's  Group in  respect  of whom  liability  is  deemed by the
         Transfer Regulations to pass to the Purchaser.

6.7      Each member of the Seller's Group has paid to the appropriate authority
         all taxes,  National  Insurance  contributions  and other levies due in
         respect of the Employees in respect of their employment by the Seller's
         Group up to the date of Completion.

6.8      No Employee or consultant has given or received notice  terminating his
         employment  and no Employee or  consultant is entitled or intends or is
         likely to terminate  such  employment  or engagement as a result of the
         parties entering into this Agreement on Completion.

6.9      There is no person  previously  employed by the  Seller's  Group in the
         Business  who now has or may in the  future  have a right to  return to
         work (whether for reasons  connected with maternity leave or absence by
         reason  of  illness  or  incapacity  or  otherwise)  or a  right  to be
         reinstated or re-engaged in the Business or to any other compensation.

6.10     Save as  disclosed  in the  Due  Diligence  Binders  no  member  of the
         Seller's  Group is under  any  legal  liability  or  obligation  to pay
         bonuses, gratuities,  superannuation,  allowances or the like to any of
         the Employees or to their  dependants or persons  formerly  employed or
         engaged in the  Business or their  dependants  nor is it a party to any
         arrangements  or promise to make or in the habit of making ex gratia or
         voluntary payments by way of bonus, gratuity, superannuation, allowance
         or the like to any such persons and other than the  compulsory  pension

                                       32
<PAGE>


         insurance  arrangements  there are no schemes or arrangements  (whether
         legally  enforceable  or  not)  for  payment  of  retirement,  pension,
         disability,  life  assurance,  death  benefit or  sickness  or accident
         benefit or similar schemes or arrangements in operation or contemplated
         in  respect  of any of the  Employees  or their  dependants  or persons
         formerly  employed or engaged in the Business or their dependants under
         which the  Purchaser  or any of the  owners  for the time  being of the
         Business or the Assets or any part  thereof  may become  liable to make
         payments or to provide equivalent benefits.

6.11     There are not in existence  and the Seller's  Group has not proposed or
         is not proposing to introduce any profit-sharing  scheme,  share option
         scheme, share incentive scheme or any other scheme or arrangement under
         which the  Employees  or any of them are or is or would be  entitled to
         participate in the profits of the Business.

6.12     There are no arrangements,  whether contractual or otherwise, entitling
         any of the Employees to any payment or other  benefit  arising from the
         sale  of the  Business  to the  Purchaser,  and  there  are no  amounts
         outstanding  or promised to any of the  Employees  and no liability has
         been  incurred by the Seller which remains  undischarged  for breach of
         any  contract  of service or for  services or for  redundancy  payments
         (including  protective awards) or for compensation under any employment
         legislation or regulations or for wrongful dismissal, unfair dismissal,
         equal pay, sex, race or disability  discrimination  or otherwise and no
         order has been made at any time for the  reinstatement or re-engagement
         of any of the Employees or any person  formerly  employed or engaged in
         the Business.

6.13     The Seller's Group is not engaged or involved in any dispute,  claim or
         legal proceedings (whether arising under contract,  common law, statute
         or in  equity)  with any of the  Employees  nor with any  other  person
         employed by the Seller in respect of whom  liability  is deemed to pass
         to the Purchaser by virtue of the Transfer Regulations.

6.14     There is no official  industrial action or official dispute  threatened
         or  existing  or  anticipated  in respect of or  concerning  any of the
         Employees.

6.15     The Seller's Group is member of the Employers'  Association  within the
         Metal  Industry  and  applies  the  collective  agreements  of the said
         industry.

6.16     The Seller's  Group has not  undertaken to provide any of the employees
         pension rights exceeding the Finnish mandatory pension rights (TEL).


7        INSURANCE

7.1      All the  Assets  are and have at all  material  times  been  insured in
         accordance with the Hackman Group insurance policy (a copy of which has
         been  supplied to the  Purchaser)  the terms of which are in accordance
         with generally  accepted practice with a well established and reputable
         insurer  against fire and all other risks  customarily  insured against
         and there are and have at all material  times been in force policies of
         insurance giving adequate cover against accident, damage, injury, third
         party loss (including  product  liability) and all other risks normally
         insured  against  by  persons  carrying  on a similar  business  to the
         Business.

                                       33
<PAGE>


7.2      None of the such  policies  of  insurance  is subject to any special or
         unusual  terms or  restrictions  or to the  payment  of any  premium in
         excess of the normal rate.

8        STATUTORY RESTRICTIONS

         The Seller is not aware of that,  neither  it nor any of its  officers,
         agents or employees has done or omitted to do any act or thing which is
         or could be in  contravention  or breach of or the  subject of enquiry,
         investigation  or proceedings  under the provisions of any Act,  Order,
         Regulation in or pertaining to the Finland or elsewhere  giving rise to
         any fine,  penalty,  default,  proceedings  or other such  liability in
         relation to the Business or any of the Assets.

9        DEFECTIVE PRODUCTS/ SERVICES

         The  Purchaser  has  received  information  of the  outstanding  issues
         relating to the projects assumed by the Purchaser.

10       LITIGATION

10.1     Neither the Seller nor any person for whose acts or omissions it may be
         vicariously  liable  is  engaged  in or  subject  to any  other  civil,
         criminal or arbitration  proceedings in relation to the Business or the
         Assets  or any of them and  there are no such  proceedings  pending  or
         threatened  by or against  the Seller or  against  any such  person and
         there are no judgments  outstanding  against the Seller which affect or
         might  affect any of the  Assets,  other than the  arbitration  against
         Aquamax International (Holding) B.V. relating to the Aquamax Licence.

11       INSOLVENCY OF SELLER

11.1     No order has been  made or  petition  presented,  meeting  convened  or
         resolution  passed for the  winding  up of any  member of the  Seller's
         Group nor has any receiver been appointed or any distress, execution or
         other  process  been levied in respect of the Business or the Assets or
         any of them.

11.2     No  composition in  satisfaction  of the debts of the Seller's Group or
         scheme of  arrangement  of its  affairs or  compromise  or  arrangement
         between it and either or both of its  creditors or members or any class
         of  either  or both of its  creditors  or  members  has been  proposed,
         sanctioned or approved.

11.3     No distress,  distraint,  charging order, garnishee order, execution or
         other process has been levied or applied for in respect of the whole or
         any part of the Business or the Assets.

11.4     No event has occurred causing,  or which upon intervention or notice by
         any third party may cause,  any floating charge created by the Seller's
         Group to crystallise  over the Business or the Assets or any of them or
         any charge created by it to become enforceable over the Business or the
         Assets or any of them nor has any such crystallisation  occurred nor is
         such enforcement in process.

                                       34
<PAGE>


12       COMPLIANCE

12.1     All legislation and all orders,  provisions,  directions and conditions
         relating to the Assets or the conduct of the Business  (including  VAT)
         have been duly complied with in all material respects.

12.2     All  necessary  Finnish  licences,   consents,   permits,   agreements,
         arrangements and authorities (public and private) have been obtained to
         enable the Seller to carry on the Business in the manner in which it is
         now carried on and all such licences,  consents,  permits,  agreements,
         arrangements  and  authorities  are valid and subsisting and the Seller
         knows of no reason why any of them should be  suspended,  cancelled  or
         revoked or the benefit of them should not continue to be enjoyed by the
         Purchaser  or other  owners for the time being of the  Business and the
         Assets or any part of them.

13       U.S. SUBSIDIARY

13.1     The Seller holds all of the legal and beneficial interest in all of the
         issued  shares in Hadwaco  (US) Inc. and such shares are held free from
         any interest or equity of any person,  including  any right to acquire,
         option,  right  of  pre-emption,   mortgage,   charge,   pledge,  lien,
         assignment,   hypothecation   or  any  other   security   agreement  or
         arrangement.

13.2     Hadwaco (US) Inc. has no liabilities,  actual or contingent  (including
         contingent  liabilities  to customers and  contingent  liabilities  for
         taxation), save for those Disclosed.

14       EFFECT OF AGREEMENT

14.1     The execution and delivery of this  Agreement  and the  fulfilment  and
         performance of and  compliance  with the terms of this Agreement do not
         and will not conflict with, violate or result in a breach of the terms,
         provisions or  conditions of any of the Business  Contracts or any law,
         undertaking to or judgment, order, injunction or decree of any court.


                                       35
<PAGE>

                                   SCHEDULE 5

                                     PART B

                              Intellectual Property

1.       The Seller is the sole owner of all rights,  title and interests in and
         to all  Intellectual  Property owned by the Seller or any member of the
         Seller's  Group in  connection  with the  Business,  including  without
         limitation,  the Hadwaco  Later  Developed  Technology,  , subject to a
         non-exclusive  license to Aquamax pursuant to Article 13 of the Aquamax
         License .

2.       The Seller has the right,  power and  authority to assign all right and
         title to all Intellectual Property owned by the Seller or any member of
         the Seller's Group in connection with the Business,  including  without
         limitation,  the Hadwaco Later Developed  Technology,  to the Purchaser
         including all patents and patent applications related thereto,  subject
         to the rights of Aquamax stated in section 1 above..

3.       None of the Intellectual  Property owned by the Seller or any member of
         the Seller's Group in connection with the Business,  including  without
         limitation,  the Hadwaco Later Developed  Technology,  , to the best of
         Seller's knowledge after due  investigation,  infringes or violates any
         rights  held by any third  parties  including  without  limitation  any
         patent,  copyright,  trade secret or other  intellectual  or industrial
         property  rights,  including  without  limitation,  U.S.  patent number
         5,587,053 (the "Grano patent").

4.       Notwithstanding  the  warranties  given above in Schedule 5 Part B, the
         parties  acknowledge  and  approve  of the facts that the Assets do not
         include  the  license  agreement  signed  in 1994 and as later  amended
         between  the Seller  and  Aquamax  (International)  Holdings  B.V.  and
         neither do the assets include the Finnish patent No 94217 (the "Shippax
         patent").


                                       36
<PAGE>

                                   SCHEDULE 5

                                     PART C

                                    Taxation



1.       The Seller is not involved in any dispute in relation to Tax concerning
         any  matter in any way  affecting  either  the  Business  or any of the
         Assets to be transferred under this Agreement.

2.       The Seller,  with  respect to the  Business  and the  Assets,  has on a
         timely  basis filed all tax  returns  and any  related  and  supporting
         documents  required to be filed by the Seller,  and the Seller has paid
         in  full  all  Taxes  required  to be  paid  by the  Seller  by any tax
         authority for all periods up to and including  the  Completion  and all
         Taxes that the seller,  with respect to the Business and the Assets, is
         required to withhold or collect by Completion,  have been duly withheld
         or collected and have been paid to the proper governmental  authorities
         or insurance companies.



                                       37
<PAGE>

                                   SCHEDULE 6

                          Apportionment Of Asset Value



            Tangible Assets                  FIM[         ]
            Intangible Assets                FIM[         ]
            Fixed Financial Assets           FIM[         ]
            Inventories                      FIM[         ]

            TOTAL                            FIM[         ]



                                       38
<PAGE>

                                   SCHEDULE 7

                        Intellectual Property Assignment



The Seller hereby  transfers  and assigns to the  Purchaser,  at the  Completion
Date, all right,  title and interest in and to all of the intellectual  property
assets  listed  below,  the  same  to be  held  and  enjoyed  by  Purchaser  for
Purchaser's  own use and  enjoyment  and the use and  enjoyment  of  Purchaser's
affiliates,  successors, assigns or other legal representatives,  in perpetuity,
as fully and  entirely as the same would have been held and enjoyed by Seller if
this assignment had not been made:

A. patents and patent applications

B. trademarks

C.   all know-how,  brand or business  name other than those  including the name
     Hackman,  domain  names,  drawings,   registered  designs,  design  rights,
     copyrights  (including  all such  rights  in owned  computer  software  and
     databases), moral rights and topography rights, applications for any of the
     foregoing  and the right to apply for any of the  foregoing  in any part of
     the world and any similar rights situated in any country and

D. the Business Information

SIGNED by                                  )

for and on behalf of                       )

BALANTUM OY                                )



SIGNED by                                  )

for and on behalf of                                      )

HADWACO LTD OY                             )



SIGNED by                                  )

for and on behalf of                                      )

HACKMAN OYJ ABP                            )



                                       39
<PAGE>

         SIGNED by                                            )

         for and on behalf of                                 )

         BALANTUM OY                                          )





         SIGNED by                                            )

         for and on behalf of                                 )

         HADWACO LTD OY
         )





         SIGNED by                                            )

         for and on behalf of                                 )

         HACKMAN OYJ ABP                                      )


                                       40