DATED 24TH SEPTEMBER 1999



                                AGREEMENT FOR THE
                                 ACQUISITION OF


                                 MORBRIA LIMITED

                                       BY

                              TOWNPAGESNET.COM PLC










                           McFadden, Pilkington & Ward
                                   City Tower
                              40 Basinghall Street
                                London EC2 V 5DE
                               Tele: 0171 638 8788
                        E.mail: kstenning @compuserve.com



<PAGE>




                                    CONTENTS


CLAUSE                                                               PAGE
------                                                               ----


1     INTERPRETATION                                                   1

2     AGREEMENT FOR SALE                                               6

3     PURCHASE CONSIDERATION                                           6

4     COMPLETION                                                       9

5     WARRANTIES AND UNDERTAKINGS                                     10

6     RESTRICTIVE AGREEMENT                                           11

7     GENERAL                                                         12

SCHEDULE 1                                                            14
Vendors and their Holdings

SCHEDULE 2                                                            15
Details of the Companies and their Subsidiaries

SCHEDULE 3                                                            16
The Properties

SCHEDULE 4                                                            17
Warranties

SCHEDULE 5                                                            35
Vendor Protection

SCHEDULE 6                                                            40
Tax Deed


<PAGE>


THIS AGREEMENT is made on            24th                   September      1999

BETWEEN:


1.    The Several  People whose Names and  addresses are set out in Schedule
      1  (the "Vendors"); and

2.    TOWNPAGES.NET.COM PLC of 11 Market Square, Alton, Hampshire, England GU34
      1HD (the "Purchaser").

RECITALS

A. The Companies are private limited companies incorporated in England under
variously the Companies Acts 1981-1985. Further details relating to the
Companies and their subsidiary companies are set out in Schedule 2.

B. The Vendors are the registered holders of all of the Shares.

C. The Vendors are willing to sell the Shares to the Purchaser on the terms and
subject to the conditions set out in this Agreement free from Encumbrances.

D. The Vendors have made representations to the Purchaser in the terms of the
Warranties to the intent that the Purchaser should rely on such Warranties in
entering into this agreement.

THE PARTIES AGREE AS FOLLOWS
----------------------------

1.    INTERPRETATION
1.1   The following provisions shall have effect for the interpretation of this
      agreement.

1.2   The following words, expressions and abbreviations shall, unless the
      context otherwise requires, have the following meanings:-

"AFFILIATE"                         means, in respect of any body corporate, a
                                    body corporate which is its subsidiary or
                                    holding company, or a company which is a
                                    subsidiary of that holding company, and each
                                    such company;

"ACTIVITIES"                        means any  activities  or  operation  or
                                    process   carried  out  by  any  of  the
                                    Companies at the Properties;

"AGREED FORM"                       means the form agreed between the parties on
                                    or prior to the date of this agreement and
                                    initialled for the purposes of
                                    identification by their respective
                                    solicitors;



                                      -1-
<PAGE>


"AGREED PROPORTIONS"                means in  relation to the Vendors 90% in
                                    respect  of Glen and 10% in  respect  of
                                    Mr Dillon;

"AUDITORS"                          means Baker Tilly of  Brazennose  House,
                                    Lincoln Square, Manchester M2 5BL;

"BASIC CONSIDERATION"               means the sum of (pound)3,379,999 payable
                                    for the Shares on Completion pursuant to
                                    clause 3.1

"BUSINESS DAY"                      means  a day  (other  than  Saturday  or
                                    Sunday)  on which  banks  generally  are
                                    open for business in London;

"CA"                                means the Companies Act 1985;

"CAA 90"                            means the Capital Allowances Act 1990;

"COMPLETION"                        means  the  completion  of the  sale and
                                    purchase  of the  Shares  in  accordance
                                    with Clause 5;

"COMPANY"                           means Morbria Limited

"COMPANIES"                         means collectively  Morbria Limited, and
                                    its     Subsidiaries,      all     being
                                    corporations   organised   and  existing
                                    under  the laws of  England  and  Wales,
                                    and   individually   referred  to  as  a
                                    "Company";

"COMPLETION DATE"                   means the date of this Agreement;

"CONTINGENT CONSIDERATION"          means (1) in the event that the Turnover
                                    shown in the audited consolidated profit and
                                    loss account of the Companies for the year
                                    ending on 31st March 2000 is equal to or
                                    exceeds the sum of(pound)3,160,000, the sum
                                    of (pound)930,000 and (2) in the event that
                                    the turnover shown in the audited
                                    consolidated profit and loss account of the
                                    Companies for the year ending on 31st March
                                    2001 exceeds the sum of (pound)3,160,000, a
                                    sum equal to the amount by which the said
                                    turnover shall exceed (pound)3,160,000
                                    multiplied by 1.77. The Contingent
                                    Consideration shall be satisfied and payable
                                    in the same manner as the Basic
                                    Consideration.


                                      -2-
<PAGE>


"CONVERSION RATE"                   means  the  US$ to(pound)Sterling  coversion
                                    rate which shall be the  average  middle
                                    market  rate  shown  in  the   Financial
                                    Times,   London  edition  for  the  last
                                    three  Business  Days  prior to the date
                                    of calculation thereof.

"DIRECTOR"                          means a  director  for the time being of
                                    any Company

"DISCLOSURE LETTER"                 means a letter dated as of the date of this
                                    Agreement together with the attachments
                                    thereto addressed by the Vendors to the
                                    Purchaser disclosing exceptions to the
                                    Warranties;

"DISTRIBUTION"                      means  a  distribution   as  defined  by
                                    sections 209 to 211  (inclusive)  of the
                                    ICTA and section 418 of the ICTA;

"EARNOUT PERIOD"                    means  the  period  from the  Completion
                                    Date until 31st March 2001

"ENCUMBRANCES"                      means any mortgage, charge (whether fixed or
                                    floating), pledge, lien, option security
                                    interest or other third party right or
                                    interest (legal or equitable) over or in
                                    respect of the relevant asset, security or
                                    right;

"FAIRNESS OPINION"                  means the written  opinion of Cruttenden
                                    Roth    Incorporated   or   such   other
                                    investment  banking  firm  as  shall  be
                                    acceptable  to  the  Purchaser   (acting
                                    reasonably)  that as at the date hereof,
                                    the  Purchase  Consideration  (based  on
                                    all the other  terms and  conditions  of
                                    this  Agreement) is fair and  reasonable
                                    from a  financial  point  of view of the
                                    shareholders  of the  Purchaser  or that
                                    if it is not,  that such  difference  is
                                    within 10% either way;

"GLEN"                              means Glen UK  Holdings  Limited  one of
                                    the Vendors

"ICTA"                              means the Income and  Corporation  Taxes
                                    Act 1988;

"ITA"                               means the Inheritance Tax Act 1984 and any
                                    reference thereto shall include any
                                    enactment

                                      -3-
<PAGE>


                                    repealed or modified thereby as if
                                    section 275 of the ITA applied in like
                                    manner to this agreement;

"INTELLECTUAL PROPERTY"             means  patents,   trade  marks,  service
                                    marks,     rights     (registered     or
                                    unregistered)     in    any     designs;
                                    applications  for any of the  foregoing;
                                    trade or business  names;  and copyright
                                    (including     rights    in     computer
                                    software);   know-how;  secret  formulae
                                    and  processes;  lists of suppliers  and
                                    customers  and  other  confidential  and
                                    proprietary  knowledge and  information;
                                    rights    protecting     goodwill    and
                                    reputation;  database  rights and rights
                                    under  licences and consents in relation
                                    to such  things  and all  right or forms
                                    of  protection  of a  similar  nature to
                                    any   of   the   foregoing   or   having
                                    equivalent effect anywhere in the world;

"LAST ACCOUNTS DATE"                means 31 March  1999;

"MR DILLON"                         means  Robert  Paul  Dillon,  one of the
                                    Vendors.

"PLANNING ACTS"                     means  the  Town  and  Country  Planning
                                    Acts for the time being in force;

"PRINCIPAL ACCOUNTS"                means the audited balance sheet as at the
                                    Last Accounts Date and audited profit and
                                    loss account for the year ended on the Last
                                    Accounts Date of each Company;

"PROPERTIES"                        means the leasehold  properties  held by
                                    The     Graphic      Palette     Company
                                    (Manchester)    Limited   described   in
                                    Schedule 3;

"PURCHASE CONSIDERATION"            means  together the Basic  Consideration
                                    and the Contingent Consideration.

"PURCHASER'S SOLICITORS"            means  McFadden  Pilkington  &  Ward  of
                                    City  Tower,   Level  4,  40  Basinghall
                                    Street, London, EC2V 5DE;

"PURCHASER'S U.S. COUNSEL"          means   Greenberg   Traurig,   200  Park
                                    Avenue, New York, New York 10166, USA;

"SHARES"                            means the entire  issued  share  capital
                                    in the Company;


                                      -4-
<PAGE>


"TAX DEED"                          means  a deed  in the  form  set  out in
                                    Schedule 6;

"TAXATION"                          means  all forms of  taxation  including
                                    but without limitation:-

                                    1.    any charge, tax duty or levy upon
                                          income, profits, chargeable gains or
                                          development value, land, any interest
                                          in land or in any other properties, or
                                          documents or supplies or other
                                          transactions;

                                    2.    income tax, corporation tax, capital
                                          gains tax, inheritance tax, value
                                          added tax, stamp duty, stamp duty
                                          reserve tax, capital duty, customs and
                                          other import duties or national
                                          insurance contributions;

                                    3.    any liability for sums equivalent to
                                          any such charge, tax, duty, levy or
                                          rates or for any related penalty, fine
                                          or interest.


"TCGA"                              means the Taxation of  Chargeable  Gains
                                    Act  1992  and  any  reference   thereto
                                    shall include any enactment  repealed or
                                    modified thereby;

"TOWN PAGES SHARES"                 means  ordinary  share of 1p each in the
                                    capital of  the Purchaser.

"TURNOVER"                          means the total sum of:-

                                    (b)   the invoiced value, net of Value Added
                                          Tax, of goods sold and services
                                          provided to customers; and


                                    (c)   the value of short term
                                          work-in-progress ("WIP") at the
                                          relevant fiscal period end valued at
                                          net realisable value, to be based on
                                          estimated selling prices less further
                                          costs to be incurred to completion of
                                          such WIP


                                      -5-
<PAGE>



                                    (d)   the value of WIP including profit on
                                          long term contracts identified and
                                          valued in accordance with SSAP 9;

                                    but   less   the   sum   total   of  the
                                    following:-

                                    (e)   the values (calculated as in this
                                          definition) at the beginning of the
                                          fiscal period of both short term WIP
                                          and long term contracts; and

                                    (f)   the  value  of  invoices  rendered
                                          prior  to the  end  of the  fiscal
                                          period    but    which   are   not
                                          collectible    in   the   ordinary
                                          course  of  business  and which do
                                          not realise  their full face value
                                          within  90  days of the end of the
                                          fiscal period

                                    and excluding:-

                                    (g)   interest, insurance claims, rents or
                                          rebates received or receivable.


"VATA"                              means the Value Added Tax Act 1994;

"VENDORS' SOLICITORS"               means  Richard  Saleh & Co of Derbyshire
                                    House,  737a  Wilmslow  Road,  Didsbury,
                                    Manchester M20 6WF

"WARRANTIES"                        means  the  warranties,   covenants  and
                                    undertakings  set  out in  Clause  5 and
                                    Schedule 4;

"WARRANTY                           CLAIM" means any claim made by the Purchaser
                                    for breach of any of the Warranties or any
                                    claim made by any Company under the Tax
                                    Deed.


1.3   References to "FA" followed by a stated year means the Finance Act of that
      year.

1.4   Words, expressions and abbreviations defined in the Tax Deed shall have
      the same meanings in this agreement.

1.5   References to the parties hereto include the respective successors in
      title to the whole of their respective undertakings and, in the case of
      individuals, to their respective estates


                                      -6-
<PAGE>

      and personal representatives.

1.6   References to persons shall (where the context so admits) include bodies
      corporate and unincorporated, associations, partnerships and individuals.
      Words denoting the singular shall include the plural and words denoting
      any gender shall include all genders.

1.7   References to statutes or statutory provisions include references to
      orders or regulations made thereunder and reference to any statute,
      provision, order or regulation include references to that statute,
      provision, order or regulation as amended, modified, re-enacted or
      replaced from time to time whether before or after the date hereof
      (subject as otherwise expressly provided herein) and to any previous
      statute, statutory provision, order or regulation amended, modified,
      re-enacted or replaced by such statute, provision, order or regulation.

1.8   Headings to Sections, paragraphs and descriptive notes in brackets
      relating to provisions of taxation statutes are for information only and
      shall not form part of the operative provisions of this agreement and
      shall be ignored in constituting the same.

1.9   References to recitals, Clauses, Schedules are to recitals to, Clauses of,
      Annexures to and Schedules to this agreement. The recitals, and Schedules
      form part of the operative provisions of this agreement and references to
      this agreement shall, unless the context otherwise requires, include
      references to the Recitals, Annexures and the Schedules.

2.    AGREEMENT FOR SALE
2.1   Subject to the terms and conditions of this agreement, the Vendors shall
      sell with full title guarantee and the Purchaser shall purchase the Shares
      free from all liens, charges and encumbrances and with all rights
      attaching to them, with effect from the date of this agreement.

3.    PURCHASE CONSIDERATION
3.1   In consideration for the sale and transfer of all and not less than all of
      the Shares from the Vendors to the Purchaser on the Completion Date the
      Purchaser shall pay to the Vendor the sum of Three million three hundred
      and seventy nine thousand eight hundred and eighty eight pounds sterling
      ((pound)3,379,888) (the "Basic Consideration") together with the
      Contingent Consideration pursuant to clause 3.2 (together "the Purchase
      Consideration"). The amount of the Basic Consideration shall be subject to
      reduction (if appropriate) in the manner provided in clause 3.1.2.

      3.1.1 The Basic Consideration shall be satisfied on the Completion Date by
            the allotment to the Vendors in the Agreed Proportions of 857,972
            Town Pages Shares which the Purchaser hereby warrants and undertakes
            will be properly and lawfully issued and allotted to the Vendors
            free from all Encumbrances. provided, that such 857,972 Town Pages
            Shares shall be held in escrow by the Purchaser's US Counsel pending
            delivery of the Fairness Opinion specified in Clause 3.1.2 below.


                                      -7-
<PAGE>



      3.1.2 Notwithstanding anything to the contrary contained in this Clause
            3.1, if the Fairness Opinion indicates that the amount of the
            Purchase Consideration is not within 10% either way of the fair
            value for the purchase of the Shares subject to all the terms of
            this Agreement, then the parties shall re-negotiate the amount of
            Purchase Consideration in good faith bearing in mind:- (i) the
            original amount of the Purchase Consideration; and (ii) the content
            of the Fairness Opinion and if such agreement cannot be reached
            between the parties within 14 days after receipt of the Fairness
            Opinion, either the Vendors or the Purchaser may rescind this
            Agreement on ten (10) days written notice to the other party (the
            Vendors here counting as one party) and upon the expiry of which,
            this Agreement as well as the sale of the Shares to the Purchaser
            shall be deemed to be null and void, ab initio.

3.2   In addition to the Basic Consideration, not later than 90 days after the
      end of each of the fiscal years ending 31 March 2000 and 31 March 2001
      respectively the Purchaser shall cause to be paid to the Vendors in the
      Agreed Proportions an additional amount in each case equal to relevant
      amount of the Contingent Consideration. The Contingent Consideration shall
      be satisfied and payable by the issue of Town Pages Shares. The price of
      each Town Page Share issued in satisfaction of the Contingent
      Consideration shall be calculated at the Conversion Rate and based on a
      price per share of US$6.50.

      3.2.1 The Purchaser hereby undertakes with the Vendor that during the
            Earnout Period, unless the contrary may be approved, in writing or
            directly procured or effected by the Vendors:-

            (a)   the  Purchaser  shall not take or  procure  to be taken by
                  the   Companies  or  any  other  party  any  action  which
                  frustrates   or  prevents   the   achieving  of  the  best
                  reasonably  obtainable  turnover of the  Companies for the
                  Earnout  Period in either  of the two  periods  comprising
                  the  same  provided  that,  for the  avoidance  of  doubt,
                  nothing in this  Clause  shall be taken as  requiring  the
                  provision  of funding  by the  Purchaser  to any  Company,
                  other  than  the  working  capital   requirements  of  the
                  Companies  which are  required  in order to  achieve  such
                  turnover;

            (b)   the business of the Companies shall be conducted on a
                  commercial basis and with a view to achieving realistic
                  budgeted profits and without material change in the method and
                  manner in which it has been conducted hitherto,

            (c)   it will continue to engage the Companies to carry out work for
                  it and to utilise the services of the Companies for itself
                  wherever possible and to procure work for the Companies from
                  third parties wherever possible, all such work to be at full
                  margin rates without discount or reduction,

             (d)  the Vendors will be given full access to all the information
                  which they


                                      -8-
<PAGE>

                  reasonably require in relation to the Companies, and

            (e)   there will be no material changes to the day to day management
                  of the Companies save for those lawfully made in accordance
                  with contractual arrangements with employees.

3.3   (a)   The  Vendors  acknowledge  and  agree  that all the  Town  Pages
            Shares  allotted or to be allotted  pursuant hereto have been or
            will be acquired by the Vendors  for  investment  purposes  only
            and  not  with a  view  toward  the  immediate  distribution  or
            resale  thereof.  The Vendors further  acknowledge  that each of
            them  has  had  an   opportunity   to  review  the   Purchaser's
            prospectus  dated  April 30, 1999 and other  publicly  available
            information  concerning  the  Purchaser  and  ask  questions  of
            members of the Purchaser's  management  concerning its business,
            financial  condition and  prospects,  prior to making a decision
            to  accept  the  Town  Pages   Shares.   The   Vendors   further
            acknowledge   that  each  of  them  has  been   advised  by  the
            Purchaser  and its United  States  legal  counsel  that the Town
            Pages Shares to be issued on the  Completion  Date have not been
            registered  under the United States  Securities  Act of 1933, as
            amended   (the   "Securities   Act")   and  may  not  be   sold,
            transferred,   hypothecated   or   assigned   (collectively,   a
            "Transfer")   in  the  absence  of  a   registration   statement
            covering  such  Town  Pages  Shares  declared  effective  by the
            United States  Securities and Exchange  Commission  ("SEC"),  or
            an  opinion  of  legal  counsel  reasonably  acceptable  to  the
            Purchaser   to  the   effect   that  an   exemption   from   the
            registration   requirement   under  the   Securities  Act  shall
            exist.  An  appropriate  endorsement  to this effect may be made
            on the certificates evidencing the Town Pages Shares.

            In addition to, and not in lieu of the foregoing, each of the
            Vendors does hereby covenant and agree that for a period of one year
            from the Completion Date they will not effect a Transfer of any of
            the Town Pages Shares, unless such Transfer shall be part of a sale
            of substantially all of the share capital or assets of Town Pages,
            or a merger, consolidation or other corporate transaction with any
            unaffiliated third person, firm or corporation, pursuant to which
            control of the power to elect a majority of the board of directors
            of Town Pages shall pass to any such unaffiliated third person, firm
            or corporation (a "Sale of Control").

      (b)   On or before a date which shall be thirty (30) days following the
            Completion Date, the Purchaser shall cause to be delivered to the
            Vendors a true and complete copy of the Fairness Opinion which shall
            state whether the Purchase Consideration is fair and reasonable on
            the terms of this Agreement, and if not, whether it is within 10%
            either way of such fair value

      (c)   In rendering the Fairness Opinion and in evaluating the total value
            of the Town Pages Shares to be delivered on the Completion Date as
            the Basic Consideration, the investment banking firm shall give
            appropriate due weight to the fact that such Town Pages Shares are
            unregistered and contain restrictions on Transfer pursuant to this
            Agreement and the Securities Act.


                                      -9-
<PAGE>


3.4   The Purchaser shall procure that the Purchaser's U.S. Counsel as escrow
      agent shall deliver 857,972 Town Pages Shares to the Vendors in the Agreed
      Proportions following receipt of the Fairness Opinion. In the absence of
      such instructions, such escrow agent shall deliver the escrowed Town Pages
      Shares as instructed so to do by an order of a court of competent
      jurisdiction from which no appeal can or shall be taken.

3.5   The Purchaser warrants to the Vendors that it will not prior to the
      payment of the Contingent Consideration, without the prior written consent
      of the Vendor enter into any transaction which is not on arms length terms
      or which is at an undervalue.

3.6   The Purchaser warrants that when issued and delivered in accordance with
      the terms of this Clause 3 the Town Pages Shares shall be duly authorised,
      validly issued, fully paid and non-assessable.

3.7   Notwithstanding any other provision of this Agreement Glen may, subject to
      the terms of this Agreement, transfer its Town Pages Shares to an
      Affiliate of Glen, Mr Dillon may transfer his Town Pages Shares to any
      member of his immediate family or to trustees on behalf of himself or any
      of them, and either of the Vendors may sell its Town Pages Shares to a
      person who offers to acquire the entire issued share capital of the
      Purchaser or in order to enable it to satisfy any Warranty Claim. In such
      event the TownPages Shares transferred shall remain subject to the
      restrictions in clause 3.3(a) and it shall be a condition of any such
      transfer that the transferee shall acknowledge the same

3.8   If within 3 years from the date hereof any shares in the Company or any
      material part of its undertaking (including any shares in any of the
      Subsidiaries) are disposed of in any way, including (but not limited to) a
      flotation, placing, sale, allotment for value or transfer), then the
      Purchaser shall forthwith thereafter pay to the Vendors in cash in the
      Agreed Proportions, 10% of the gain or profit enjoyed by the Purchaser
      which shall be equal to the total consideration received by or on behalf
      of the Purchaser less:- 3.8.1 the proportionate part of the Purchase
      Consideration which is
            properly  attributable  to such shares or assets which have been
            disposed of.;
      3.8.2 all other costs of whatsoever nature properly incurred by the
            Purchaser in relation to the relevant part of the Companies being
            disposed of; and
      3.8.3 the costs and expenses properly incurred by the Purchaser in
            acquiring the Shares (excluding the Purchase Consideration) and the
            Proper costs of the relevant disposal.

3.9   The Purchaser shall use all reasonable endeavours to procure registration
      of the Townpages Shares allotted to the Vendors pursuant hereto forthwith
      after the first anniversary of the date hereof.

4.    COMPLETION
4.1   Completion shall take place at the offices of the Vendors' Solicitors on
      the Completion Date, when subject to Clause 4.5 all the transactions
      mentioned in the following sub-Clauses shall take place.


                                      -10-
<PAGE>


4.2   The Vendors shall deliver to the Purchaser:-

      4.2.1 duly completed and signed transfers in favour of the Purchaser or as
            it may direct in respect of the Shares together with the relative
            share certificates;

      4.2.2 the Tax Deed duly executed by the Vendors and the Companies;

      4.2.3 the resignation of the existing auditors of each of the Companies
            confirming that they have no outstanding claims of any kind and
            containing a statement under CA s 394(1) that there are no such
            circumstances as are mentioned in that clause;

      4.2.4 the statutory books of each Company complete and up to date and
            their certificate of incorporation and common seals;

      4.2.5 the leases relating to the Properties;

      4.2.6 the resignation of the Secretary of each of the Companies;

      4.2.7 the entry into a Service Agreement in the Agreed Form between The
            Graphic Palette Company ( Manchester) Limited (1) and Mr
            Dillon (2).

4.3    Board meetings of each Company shall be held at which:-

      4.3.1 the transfers referred to in Clauses 4.2.1 or 4.2.2 (as the case may
            be) shall be approved (subject to stamping);

      4.3.2 the  resignations  referred to in Clauses  4.2.3 and 4.2.7 shall
            be submitted and accepted; and

      4.3.3 such persons as the Purchaser may nominate shall be appointed
            additional directors and as the Secretary.

4.4   Upon completion of the matters referred to in Clauses 4.2 to 4.3 the
      Purchaser shall deliver to the Purchaser's U.S Counsel as escrow agent
      certificates in respect of the 857,972 Town Pages Shares to be allotted at
      Completion in respect of the part of the purchase consideration referred
      to in Clause 3.1.

4.5   The Purchaser may in its absolute discretion waive any requirement
      contained in Clauses 4.2 to 4.3, and shall not be obliged to complete the
      purchase of any of the Shares unless the purchase of all the Shares is
      completed on accordance with this agreement, but may instead rescind this
      agreement without prejudice to any other remedy it may have.

5.    WARRANTIES AND UNDERTAKINGS BY THE VENDORS
5.1   The Vendors individually warrant to the Purchaser that subject to Schedule
      5:-

                                      -11-
<PAGE>

      5.1.1 each of them has and will have full power and authority to enter
            into and perform this agreement and the Tax Deed (as appropriate),
            which constitute or when executed will constitute binding
            obligations on it or them in accordance with their respective terms;

      5.1.2 the Shares will at Completion constitute the whole of the issued and
            allotted share capital of the Company.

      5.1.3 there are and at Completion will be no encumbrances on, over or
            affecting the Shares and there are and at Completion will be no
            agreements or arrangements to give or create any other such
            Encumbrance and no claim has been made by any person to be entitled
            to any of the foregoing;

      5.1.4 the Vendors will be entitled to transfer the full legal and
            beneficial ownership of the Shares to the Purchaser on the terms of
            this agreement without the consent of any third party;

      5.1.5 the  information  in  Schedule 2 relating  to the  Companies  is
            true and accurate in all respects;

      5.1.6 The Company is the legal and beneficial holder of the whole of the
            issued share capital of all the other Companies (save for the 25
            ordinary shares of (pound)1 each in Centrix Communications held by
            Paul Custy) with absolute title;

      5.1.7 save as set out in the Disclosure Letter or as disclosed in
            accordance with Clause 5.4, the warranties set forth in Schedule 4
            are true and accurate in all material respects at the date of this
            agreement;

      5.1.9 the contents of the Disclosure Letter and all of the accompanying
            documents fairly disclose every matter to which they relate; and

      5.1.10at Completion no sums will be owed by any of Glen, Glen Investments
            Limited or Gala Consultancy Limited to any of the Companies nor will
            any money be owed by any of the Companies to any of Glen, Glen
            Investments Limited or Gala Consultancy Limited

5.2   Each of the Vendors jointly and severally undertakes in relation to any
      Warranty which refers to knowledge, information or belief of the Vendors
      or that it or he has made all reasonable enquiry into the subject matter
      of that Warranty.

5.3   The rights and remedies of the Purchaser in respect of any breach of the
      Warranties shall not be affected by Completion, or failing to exercise or
      delaying the exercise of any right or remedy except a specific and duly
      authorised written or release, and no single or partial exercise of any
      right or remedy shall preclude any further or other exercise.

5.4   None of the information supplied by any Company or its professional
      advisers prior to

                                      -12-
<PAGE>

      the date of this agreement to the Vendors or their respective agents,
      representatives or advisers in connection with the Warranties and the
      contents of the Disclosure Letter, or otherwise in relation to the
      business or affairs of any Company, shall be deemed a representation,
      warranty or guarantee of its accuracy by the Company to the Vendors, and
      the Vendors waive any claim against any Company which they might otherwise
      have in respect of it.

5.5   The Purchaser acknowledges that it has not been induced to enter into this
      agreement by any representation or warranty other than the Warranties.

5.6   The provisions of Schedule 5 shall apply by way of limitation to and
      reduction of the Vendors liability or any Warranty Claim

6.    RESTRICTIVE AGREEMENT
6.1   For the purpose of assuring to the Purchaser the full benefit of the
      businesses and goodwill of the Companies, each of the Vendors severally
      undertakes by way of further consideration for the obligations of the
      Purchaser under this agreement as separate and independent agreements that
      it (in the case of Glen) or he (in the case of Mr Dillon), or any person,
      firm or corporation controlled by any of them will not with the prior
      written consent of the Purchaser:-

      6.1.1 at any time after Completion disclose (save for disclosure required
            by law or to professional advisers) to any person, or themselves use
            for any purpose, any information concerning the business, accounts
            or finances of any Company or any of its clients or customers
            transactions or affairs, which may or may have come to their
            knowledge which is confidential by its nature and not in the public
            domain already (other than by any act of default of such Vendors);
            and

      6.1.2 for a period of not less than three years after Completion for his
            or itstheir own account or for the account or benefit of any other
            person directly or indirectly solicit, interfere with or endeavour
            to entice away from any Company any person who to their knowledge is
            now or has during the three years preceding the date of this
            agreement been a client, customer or employee of, or in the habit of
            dealing with, any Company.

6.2   For the purpose of assuring to the Purchaser the full benefit of the
      businesses and goodwill of the Companies, Glen undertakes by way of
      further consideration for the obligations of the Purchaser under this
      agreement that it, or any person, firm or corporation controlled it will
      not with the prior written consent of the Purchaser for a period of one
      year without the Purchaser's prior written consent either alone or jointly
      with, or as manager, agent for or employee of any person, directly or
      indirectly carry on or be engaged or concerned or interested in the
      business of creative computer reprographics and design consulting,
      including without limitation the design of internet website advertising
      agents and market researchers and computer graphics, save as the holder of
      up to 5% of the issued share capital of any company listed on any
      recognised stock exchange.


                                      -13-
<PAGE>


7.    GENERAL
7.1   No announcement of any kind shall be made in respect of the subject matter
      of this agreement unless specifically agreed between the parties or
      otherwise as is required by The American Stock Exchange, Inc.

7.2   This agreement shall be binding upon and inure for the benefit of the
      successors of the parties but shall not be assignable.

7.3   Save when expressly otherwise provided, all expenses incurred by or on
      behalf of the parties, including all fees or agents, representatives,
      solicitors, accountants and actuaries employed by any of them in
      connection with the negotiation, preparation or execution of this
      agreement shall be borne solely by the party who incurred the liability
      and no Company shall have any liability in respect of them.

7.4   Time shall be of the essence of this agreement, both as regards the dates
      and periods specifically mentioned and as to any dates and periods which
      may by agreement in writing between or on behalf of the Vendors and the
      Purchaser be substituted for them.

7.5         (a) Any notice or other communication required to be given under
            this agreement or in connection with the matters contemplated by it
            shall, except where otherwise specifically provided, be in writing
            in the English language and shall be addressed as provided in
            Sub-Clause (b) and may be:

            (1)   personally delivered, in which case it shall be deemed to have
                  been given upon delivery at the relevant address; or

            (2)   if within the United Kingdom, sent by first class prepaid
                  post, in which case it shall be deemed to have been given two
                  Business Days after the date of posting; or

            (3)   sent by fax, in which case it shall be deemed to have been
                  given when despatched, subject to confirmation of
                  uninterrupted receipt by a transmission report, provide that
                  any notice despatched by fax after 1700 hours (at the place
                  where such fax is to be received) on any day shall be deemed
                  to have been received at 0900 on the next Business Day
      (b)   The addresses and other details of the parties referred to in
            Sub-Clause are, subject to Sub-Clause (c),:-

            For the Vendors:-
            Name  Glen   U.K.   Holdings   Limited   c/o   S.W.   Sim   M.L.
                  Laboratories plc,  Innovation Court,  Dates Park Birchwood
                  Warrington Cheshire WA3 3UL;
                  and
                  Robert  Paul  Dillon at the address set out in Schedule 1;
                  and
                  c/o  the  Vendors'  Solicitors  ,  for  the  attention  of
                  Richard Saleh, Fax number 0161 434 9212


                                      -14-
<PAGE>


            For the Purchaser
            Name: TownPagesNet.com.plc   11  Market   Square,   Alton,
                  Hampshire  GU34 1 HD. Fax  Number  01420  541322.  For the
                  attention of the Managing Director; and
                  With  copy  to  the  Purchaser's  Solicitor,   fax  number
                  0171-638 8799 attention CJW Stenning

(c)   Any party to this agreement may notify the other parties to its address or
      other details specified in Sub-Clause (b), provided that such notification
      shall be effective only on the only on the date specified in such notice
      or five Business Days after the notice is given, whichever is the later,
      provided that such new address shall be in the United Kingdom.

7.6   This Agreement sets out the entire agreement and understanding between the
      parties with respect to the subject matter hereof. It is agreed that
      neither party has entered into this Agreement in reliance upon any
      representation, warrant or undertaking of any other party which is not
      expressly set out or referred to in this Agreement.

7.7   This agreement shall be governed by English law and the parties hereby
      agree to submit to the exclusive jurisdiction of the English courts.

AS WITNESS the hands of the parties hereto or their duly authorised
representative the day and year first before written.


                                      -15-
<PAGE>






                                   SCHEDULE 1
                 VENDORS' HOLDINGS OF SHARES IN THE COMPANY
                 ------------------------------------------

Vendor's Name and Address             No  of  Ordinary  Shares  of (pound)1 each

Glen U.K Holdings Limited                               900
Whose registered office is at
737a Wilmslow  Road,
Didsbury, Manchester M20 6WF


Robert Paul Dillon                                      100
Gwyndy, Pant-Du
Enrys, Mold
Denbighshire SH7 4DD







                                      -16-
<PAGE>




                                   SCHEDULE 2
                            DETAILS OF THE COMPANIES
                            ------------------------

                                 MORBRIA LIMITED
REGISTERED OFFICE     Derbyshire House,
                      737a Wilmslow Road,
                      Didsbury Manchester M20 6WF
DIRECTORS             Robert Paul Dillon, Richard John Smith,
SECRETARY             Richard Ian Saleh
NUMBER                2659569


              THE GRAPHIC PALETTE COMPANY (MANCHESTER) LIMITED
REGISTERED OFFICE     Derbyshire House aforesaid
DIRECTORS             Robert  Paul  Dillon,  Richard  John  Smith,  Robert  Alan
                      Bowerman Bayetto and Bryan Wilcock
SECRETARY             Richard Ian Saleh
NUMBER                2695597


                         CENTRIX COMMUNICATIONS LIMITED
REGISTERED OFFICE     Derbyshire House aforesaid
DIRECTORS             Paul Custy,  Robert Paul Dillon,  Richard John Smith,  Ian
                      Derrick Killeen and Morbria Limited
SECRETARY             Richard Ian Saleh


                    REVIEW MARKETING AND ADVERTISING LIMITED
REGISTERED OFFICE:    Derbyshire House aforesaid
DIRECTORS             Robert Paul Dillon, Richard John Smith
SECRETARY             Richard Ian Saleh
NUMBER                25988312


All  of the  Companies  except  for  Morbria  Limited  are  Subsidiaries  of
Morbria Limited. That apart none of them have any subsidiaries



                                      -17-
<PAGE>






                                   SCHEDULE 3
                                 THE PROPERTIES
                                 --------------

LEASEHOLD GRANTED TO THE GRAPHIC PALETTE COMPANY (MANCHESTER) LIMITED


DESCRIPTION                         TENURE              DATE OF EXPIRY OF LEASE

Unit 1 One Empress Buildings        Leasehold             12 July 2009
380 Chester Road
Manchester M16 9EB

Unit 2 Empress Buildings            Leasehold             12 July 2009
aforesaid

Annexe & Basement
Empress Building aforesaid          Leasehold             12 July 2009




                                      -18-
<PAGE>




                                    SCHEDULE 4
                                   WARRANTIES
                                   ----------

1     Constitution
2     Accounts
3     Business
4     Directors and Employees
5     Properties
6     The Companies and their Bankers
7     Accuracy of Information
8     Tax Matters
9     Intellectual Properties
10    Information Technology and Millennium Compliance
11    Pensions

      CONSTITUTION

1.1   MEMORANDUM AND ARTICLES

      The Memorandum and Articles of Association of each Company as filed with
      Companies House are complete and accurate and have embodied therein or
      annexed thereto copies of all resolutions and agreements as are referred
      to in s.380 of the Companies Act 1985, and all amendments thereto (if any)
      were duly and properly made.

1.2   REGISTER OF MEMBERS

      The Register of Members of each Company contains true and accurate records
      of the members from time to time of such Company and no Company has been
      subject to any application under the Companies Act 1985 for rectification
      of such register.

1.3   RETURNS

      All such resolutions returns and other documents required by the Companies
      Act 1985 to be delivered to the Registrar of Companies in respect of each
      of the Companies have been duly delivered and are true and accurate in all
      material respects.

1.4   POWERS OF ATTORNEY

      No Company has executed any subsisting power of attorney or conferred on
      any person other than its directors, officers and employees any authority
      to enter into any transaction on behalf of or to bind any Company in any
      way.

1.5   SUBSIDIARIES

      The details of the subsidiary companies in Schedule 2 are true and
      accurate and save for such companies no Company has any subsidiary nor
      does

                                      -19-
<PAGE>

      any Company own any shares or stock in the capital of nor has any
      beneficial interest in any other company nor does any Company control or
      take part in the management of any other company or business organisation.


                                      -20-
<PAGE>


ACCOUNTS

2.1   PRINCIPAL ACCOUNTS

      The Principal Accounts comply with the provisions of the Companies Act
      1985 as applicable and have been prepared in accordance with all relevant
      statutes and with generally accepted accounting principles and practices
      and give a true and fair view of all the assets and liabilities (whether
      present or future, actual or contingent) and of the state of affairs,
      financial position and results of each Company as at and up to the Last
      Accounts Date.

2.2   ACCOUNTING POLICY

      The Principal Accounts have been prepared on a basis fully consistent with
      the basis upon which all audited accounts of each Company have been
      prepared.

2.3   STOCK IN TRADE

      The stock in trade of each of the Companies is in good condition and so
      far as the Vendors are aware meets all relevant statutory, regulatory and
      industry accepted standards or contractual specifications.

2.4   OFF BALANCE SHEET FINANCING

      No Company or any company associated in any way with any Company has
      engaged in any financing (including without prejudice to the generality of
      the foregoing the incurring of any borrowing or any indebtedness in the
      nature of borrowing including without limitation liabilities in the nature
      of acceptances or acceptance credits) of a type of which would not be
      required to be shown or reflected in the Principal Accounts.

2.5   ACCOUNTING REFERENCE DATE

      Each Company has notified the Registrar of Companies 31 March as being its
      accounting reference date pursuant to the Companies Act 1985.

2.6   BOOKS OF ACCOUNT

      Each Company has properly kept and maintained all necessary books of
      account minute books records register of members and other statutory
      books, which have been inspected by the Purchaser. All such documents
      contain accurate records of all material matters required to be recorded
      therein and all deeds and documents (properly stamped where stamping is
      necessary for enforcement thereof) belonging to each Company or which
      ought to be in the possession of each Company and the common seals of each
      Company are in the possession of each Company.

2.7   [None]

2.8.  Save to the extent of the provision or reserve  therefor  contained or
      reflected  in the  Principal

                                      -21-
<PAGE>

      Accounts, any debts owed to any of the Companies as recorded in the
      Company's books and records are good (to the best of the Vendors'
      knowledge and belief) and will realise their full face value within six
      months of Completion. The rights of the Companies in respect of such debts
      are believed to be valid and enforceable and not subject to any defence,
      right of set off or counter-claim, withholding or other deduction and no
      act has been knowingly done or omission permitted by or on behalf of the
      Companies whereby any of the them has ceased or might cease to be valid
      and enforceable in whole or in part. No amount included in the Principal
      Accounts as owing to any of the Companies at the last Accounts Date has
      been released for an amount less than the value at which it was included
      in the Principal Accounts or is now regarded by the Vendors as
      irrecoverable in whole or in part. None of the Companies has factored or
      discounted any of its debts or other receivables or agreed to do so.

3.        BUSINESS

3.1   BUSINESS SINCE THE LAST ACCOUNTS DATE

      Since the Last Accounts Date the business of each Company has been
      conducted in the ordinary course of business.

3.2   ACQUISITION AND DISPOSAL OF ASSETS

      No Company has since the Last Accounts Date acquired or agreed to acquire
      any asset for a consideration which (so far as the Vendors are aware) is
      higher than the market value at the time of acquisition nor has disposed
      of or agreed to dispose of any asset for a consideration which is lower
      than the market value or the value thereof as shown in its books at the
      time of disposal.

3.3   CHARGES AND TITLE TO ASSETS

      Save as registered at Companies House, no Company has created or agreed to
      create or so far as the Vendors are aware, suffered to arise any
      Encumbrance over any part of its undertaking or assets and each Company
      has and will at Completion have a good title to all the assets included in
      its Principal Accounts and to all other assets (tangible or intangible)
      used for the purpose of its business at the date hereof and to all assets
      acquired since the Last Accounts Date and prior to Completion.

3.4   LEASING ETC AGREEMENTS

      Brief details of any hiring or leasing agreements, hire purchase
      agreement, credit or conditional sale agreement, agreement for payment on
      deferred terms or any other similar agreement to which any Company is a
      party are contained in the Disclosure Letter and copies annexed thereto.

3.5   ONEROUS OBLIGATIONS

      No Company is a party to any contract, transaction, arrangement or
      liability which is material and outside the ordinary course of business of
      the Company and which:-

                                      -22-
<PAGE>

      3.5.1    is of an unusual or abnormal nature;
      3.5.2    is for a fixed term of more than twelve months;
      3.5.3    is of a long term nature (that is, unlikely to have been fully
               performed, in accordance with its terms, more than six months
               after the date on which it was entered into or undertaken);
      3.5.4    is incapable of termination in accordance with its terms, by such
               Company, on 60 days notice or less;
      3.5.5    involves payment by the Company by reference of fluctuations in
               the index of retail prices, or any other index or in the rate of
               exchange for any currency;
      3.5.6    involves an aggregate outstanding expenditure by any Company of
               more than (pound)25,000;
      3.5.7    restricts its freedom to engage in any activity or business or
               confines its activity or business to a particular place.

3.6   SUPPLY CONTRACTS

      All agreements or arrangements for the supply of services to or by any of
      the Companies which involve or are likely to involve the supply of
      services the aggregate sale value of which will represent in excess of ten
      per cent of the turnover for the preceding financial year of such Company
      have been disclosed to the Purchaser in writing. No Company has been
      notified of, nor are the Vendors aware of, any breach of any Company's
      obligations under any contract, transaction or arrangement to which it is
      a party or by which it is bound.

3.7   EVENTS OF DEFAULT

      3.7.1    No event has occurred or is subsisting which constitutes or
               results in or would with the giving of notice and/or lapse of
               time constitute or result in default or the acceleration of any
               obligation under any material agreement or arrangement to which
               any Company is a party or by which it or any of its properties,
               revenues or assets are bound.

      3.7.2    No Company is a party to any agreement or arrangement which is
               capable of termination (without liability for compensation) by
               any other person on a change in the management control or
               shareholding of such Company or by reason of the sale of the
               Shares under this agreement.

3.8   GUARANTEES ETC.

      No Company has given any guarantee, indemnity, warranty or bond incurred
      any other similar obligation or created any security for or in respect of
      liabilities, actual or contingent, of any person other than another one of
      the Companies.

3.9   OPTIONS OVER SHARES ETC.

      Since the Last Accounts Date no share or loan capital has been created or
      issued or agreed to be created or issued by any Company and there are no
      options or other agreements outstanding which call or give any person the
      right to call (whether or not subject to conditions) for the issue of any
      share or loan capital of any Company, and neither of the Vendors is under
      any obligation of any kind whatsoever whether actual or contingent to
      sell, charge or otherwise dispose of any of such shares or any interest
      therein to any other person.


                                      -23-
<PAGE>


3.10  LITIGATION

      No Company is engaged in any litigation, arbitration, prosecution or other
      legal proceedings (whether as plaintiff, defendant or third party) and
      there are no such proceedings pending or (so far as the Vendor are aware)
      threatened or any proceedings in respect of which any Company is liable to
      indemnify any other person concerned therein. So far as the Vendors are
      aware, there are no claims, facts or events which are likely to give rise
      to any such proceedings and no Company is engaged in and no facts or
      events exist or have occurred which are likely to cause any Company to be
      involved, in proceeding or enquiries before any government or municipal
      board of enquiry or commission or any other administrative body (whether
      judicial quasi-judicial or otherwise) in which any judgement or decision
      would or might adversely affect the business of any Company or the value
      of any of its assets.


3.11  BUSINESS NAME

      No Company carries on, and has in the past three years carried on, any
      business under any name other than its corporate name or any derivative
      thereof.

3.12  [None]

3.13  INSURANCE

      3.13.1   Details of all subsisting and current insurance policies in
               relation to the business and assets of the Companies are
               contained in the Disclosure Letter;
      3.13.2   Each Company is now, and has at all material times been covered
               against accident, damage, injury, third party loss (including
               product liability), loss of profits and has at all times effected
               such insurance as are required by law which is still in full
               force and effect;
      3.13.3   So far as the Vendors are aware there are no circumstances which
               might lead to any liability under such insurance being avoided by
               the insurers or the premiums being materially increased and there
               is no claim outstanding under any such policy nor is any Vendor
               aware of any circumstances likely to give rise to a claim.

3.14  LICENCES

      Each Company has all licences, permissions, and so far as the Vendors are
      aware, permits, consents and authorisations required for the carrying on
      of its business and no Company is in breach of the terms or conditions of
      such licences, permissions, permits, consents and authorisations. So far
      as the Vendors aware there are no pending or threatened proceedings which
      might in any way affect such licences, permissions, permits, consents and
      authorisations and there is no other reason why any of them should be
      suspended, threatened or revoked or be invalid.

3.15  GRANTS

      No Company has applied for nor received any financial assistance from any
      supranational,

                                      -24-
<PAGE>

      national or local agency, body or authority.


4.          DIRECTORS AND EMPLOYEES

4.1   The names of the Directors and Secretary shown in Schedule 2 are true and
      complete and no person not named therein is a director of any Company.

4.2   Those particulars of all officers and employees annexed to the Disclosure
      Letter show all remuneration and other benefits:-
      4.2.1 actually provided; nd
      4.2.2 which each Company is presently bound to provide (whether now or in
      the future) to each officer and employee of each Company and are true and
      accurate in all material respects and include particulars of and details
      of participation in all profit sharing, incentive, bonus, commission,
      share option, medical insurance, permanent health insurance, directors and
      officers insurance, travel, car, redundancy and other benefit schemes,
      arrangements and understandings operated for all or any employees or
      former employees of each Company or their dependants whether legally
      binding on such Company or not.

4.3   The particulars of all employees annexed to the Disclosure Letter show the
      names, job title, date of commencement of employment and date of birth.

4.4   The Disclosure Letter or the annexures thereto contains copies of all the
      service agreements, standard terms and conditions, staff handbooks and
      policies which apply to employees of each Company and identifies which
      terms and conditions apply to which employees.

4.5   All employees of each Company have received a written statement of
      particulars of their employment as required by s.1 of the Employment
      Rights Acts 1996 ("ERA")

4.6   There are no training schemes, arrangements or proposals, whether past or
      present, in respect of which a levy may henceforth become payable by any
      Company under the Industrial Training Act 1982 (as amended) and pending
      Completion no such schemes, arrangements or proposals will be established
      or undertaken.

4.7   Since the Last Accounts Date no Company has made, announced or proposed
      any changes to the emoluments or benefits of or any bonus to any of its
      directors, offices or employees and no Company is under an obligation to
      make any such changes with or without retrospective operation.

4.8   No past or present director, officer or employee currently has any claim
      against any Company;
      4.8.1 in respect or any accident or injury which is not fully covered by
            insurance; or
      4.8.2 in breach of contract of services or for services; or
      4.8.3 for loss of office or arising out of or connected with the
            termination   of  his  office  of  employment   (including   any
            redundancy payment)
      and so far as the Vendors are aware there is no event which would or might
      give rise to any such claim.

4.9   Each Company has maintained adequate and suitable records regarding the
      service of directors, officers and employees and such records comply with
      the requirements of the Data Protection

                                      -25-
<PAGE>

      Act 1984.

4.10  There are no amounts owing or agreed to be loaned or advanced by the
      Vendors or by any Company to any directors, officers and employees of any
      Company (other than amounts representing remuneration accrued due for the
      current pay period, accrued holiday pay for the current holiday year or
      for reimbursement of expenses).

4.11  No current, director, officer or employee of any Company has given or
      received notice to terminate his or her employment.

4.12  Save in accordance with their respective contracts there are no directors,
      officers or employees or any Company who are absent on grounds of
      disability or other leave of secondment, maternity leave or absence.


5.    PROPERTIES

5.1.  TITLE

      5.1.1 The Properties comprise the only Properties owned, occupied or
            otherwise used in connection with their business by the Companies.

      5.1.2 The Properties are occupied under lease and the terms of any such
            lease permit such occupation or use.

      5.1.3 The information contained in Schedule 3 as to the tenure of the
            Properties, the principal terms of the leases ("the Leases") held by
            The Graphic Palette Company (Manchester) Limited, are true and
            accurate in all material respects.

5.2   ENCUMBRANCES

      5.2.1 The Properties are free from any mortgage, debenture, charge,
            rent-charge, lien or other encumbrance securing the repayment of
            monies or other obligation or liability of any of the Companies or
            any other person.

      5.2.2 The Properties are not subject to any outgoings other than general
            rates, water rates and as provided in the Leases.

      5.2.3 The Properties are not subject to any restrictive covenants,
            stipulations, easements, profits a prendre, wayleaves, licences,
            grants, restrictions, overriding interest or other such rights
            vested in third parties.

      5.2.4 Where any such matters as are referred to in Clauses 5.2.1, 5.2.2
            and 5.2.3 have been disclosed in the Disclosure Letter, as far as
            the Vendors are aware the obligations and liabilities imposed and
            arising under them have been fully observed and performed and any
            payments in respect of them due and payable have been duly paid.

      5.2.5 The Properties are not subject to any option, right of pre-emption
            or right of first refusal

                                      -26-
<PAGE>

            save as contained in or referred to in the Leases.

5.3   PLANNING MATTERS

      5.3.1 The use of the Properties is the permitted use for the purposes of
            the Planning Acts.

5.4   STATUTORY OBLIGATIONS

      5.4.1 So far as the Vendors are aware, compliance has been made with all
            applicable statutory and by-law requirements with respect to the
            Properties and in particular (but without limitation) with the
            requirements as to fire precautions and under the Public Health Acts
            and the Offices, Shops and Railway Premises Act 1963.

      5.4.2 There are no outstanding and unobserved or unperformed obligations
            with respect to the Properties necessary to comply with the
            requirements (whether formal or informal) of any competent authority
            exercising statutory or delegated powers.

      5.4.3 There are not in force or required to be in force any licences
            whether under the Licensing Acts 1964 or otherwise which apply to
            the Properties.


5.5   [None]

5.6   CONDITION OF THE PROPERTIES

      5.6.1 There are no disputes with any adjoining or neighbouring owner with
            respect to boundary walls and fences or with respect to any
            easement, right or means of access to any of the Properties.

      5.6.2 The principal means of access to all of the Properties is over
            estate roads in respect of which rights, access and maintenance are
            dealt with in the Leases or over roads which have been taken over by
            the local or other highway authority and which have been taken over
            by the local or other highway authority and which are maintainable
            at the public expense and no means of access (other than the said
            estate roads) to the Properties is shared with any other party nor
            subject to rights of determination by any other party.

      5.6.3 The Properties enjoy the main service of water, drainage,
            electricity and/or gas.

      5.6.4 The Properties are not located in an area or subject to
            circumstances particularly susceptible to flooding.
5.7   [None]

5.8   LEASEHOLD PROPERTIES

      5.8.1 The Companies have paid the rents and observed and performed the
            covenants on the part of the tenant contained in the Leases, and all
            such leases are valid and in full force.

                                      -27-
<PAGE>

      5.8.2 All licences, consents and approvals required from the landlords and
            any superior landlords under the Leases have been obtained and the
            covenants on the part of the tenant contained in such licences,
            consents and approvals have been duly performed and observed.

      5.8.3 There is no rent review under the Leases currently in progress.

      5.8.4 There is not outstanding and unobserved or unperformed any
            obligation necessary to comply with any notice or other requirement
            given by the landlord under the Leases.

5.9   TENANCIES
      There are no subsisting tenancies or legally enforceable rights of
      occupation of the Properties granted or subsisting in favour of any party
      other than the Companies.

THE COMPANIES AND ITS BANKERS

6.1   BORROWINGS

      The total amount borrowed by each Company from its bankers or any other
      party does not exceed its facilities and the total amount borrowed by each
      Company from whatsoever source does not exceed any limitation on its
      borrowing contained in its articles of association, or in any debenture or
      loan stock deed or other instrument.

6.2   CONTINUANCE OF FACILITIES

      Full and accurate details of all overdrafts, loans, leases or other
      financial facilities outstanding or available to each Company have been
      supplied to the Purchaser and (save for entry into this agreement) neither
      the Vendors nor any Company has done anything whereby the continuance of
      any such facilities in full force and effect might be adversely affected
      or prejudiced.

TAXATION

7.1   RETURNS

      Each Company has made all returns and supplied all information and given
      all notices to the Inland Revenue or other authority as reasonably
      requested or required by law within any requisite period and all such
      returns and information and notices are correct and accurate in all
      material respects and are not the subject of any dispute and so far as the
      Vendors are aware there are no facts or circumstances likely to give rise
      to or be the subject of any such dispute.

7.2   DISCLOSURES

      So far as the Vendors are aware, all statements and disclosures made to
      any authority in connection with any provision of the taxation statutes
      whatsoever were when made adequate and accurate in all material respects.


                                      -28-
<PAGE>


7.3   CLEARANCES

      No action has been taken by any Company in respect of which any consent or
      clearance from the Inland Revenue or other authority was required save in
      circumstances where such consent or clearance was validly obtained and
      where any conditions attaching thereto were and will, immediately
      following Completion, continue to be met.

7.4   CLAIMS AND ELECTIONS
      No  Company  has made nor is subject  to any claim or  election  under
      any or all of the following:-

      7.4.1    sections 2/9(1) to (6) of the TCGA (foreign assets: delayed
               remittances);
      7.4.2    section 35 of the TCGA (capital gains rebasing to 31 March 1982);
      7.4.3    section 24 of the TCGA (assets of negligible value or lost or
               destroyed);
      7.4.4    sections 54 and 175 of the TCGA and sections 152 and 153 of the
               TCGA (roll-over relief);
      7.4.5    sections 2 of the ICTA (surplus franked investment income);
      7.4.6    section 47 of the ICTA (Companies income)
      7.4.7    sections 8, 585 or 723 of the ICTA (foreign income etc : delayed
               remittances);
      7.4.8    section 5 of the FA 1986 (stamp duty on reconstructions etc)
      7.4.9    section 61 TCGA (appropriations to and from Stock).

7.5   PAYMENT OF TAX BY INSTALMENTS

      No Company has made an election or arrangement for the payment of tax by
      instalments under sections 280 and 48 of the TCGA.

PROVISION FOR AND PAYMENT OF TAX

7.6   GENERAL

      The Principal Accounts make reasonable provision or reserve in respect of
      any period ended on or before the Last Accounts Date for all tax assessed
      or liable to be assessed on the relevant Company or for which it is
      accountable at the Last Accounts Date whether or not such Company has or
      may have any right of reimbursement against any other person including in
      particular (but without prejudice to the generality of the foregoing) tax
      in respect of Properties (of whatever nature) income, profits or gains
      held, earned, accrued or received by or to any person on or before the
      Last Accounts Date or by reference to any event occurring act done or
      circumstances existing on or before that date including distributions made
      down to such date or provided for in its Principal Accounts and reasonable
      provision has been made and shown in its Principal Accounts for deferred
      taxation in accordance with generally accepted accounting principles.

7.7   PAYMENT OF TAX

      7.7.1 Each Company has duly and punctually paid all tax to the extent that
            the same ought to have been paid and is not liable nor has it within
            three years prior to the date hereof been liable to pay any penalty
            or interest in connection therewith.

                                      -29-
<PAGE>

      7.7.2 Without prejudice to clause 7.7.1 each Company has paid on the due
            date:- (i) all value added tax and customs and excise duties (at
                  the correct  tariff  rate) in respect of goods or services
                  sold or supplied or imported;
            (ii)  all tax due in respect of payments made by it to any person
                  which ought to have been made under deduction of tax and all
                  such tax has been properly deducted from all such payments
                  made;
            (iii) all advance  corporation  tax due in respect of  dividends
                  and other distributions made or paid by it; and
            (iv)  all social security contributions (both employers and
                  employees) due in respect of its employees and ex-employees.

7.8   PAY AS YOU EARN

      Each Company has properly operated the PAYE system and National Insurance
      Contribution system deducting tax as required by law from all payments to
      or treated as made to or benefits provided for its employees, ex-employees
      or independent contractors (including any such payments within section 134
      of the ICTA) and duly accounted to the Inland Revenue in connection with
      any such payments made or benefits provided, and so far as the Vendors are
      aware no PAYE audit or National Insurance or VAT audit in respect of any
      Companies has been made by the Inland Revenue, Contribution Agency or H M
      Customs & Excise nor has any Company been notified that any such audit
      will be made and each Company has complied with all other obligations in
      respect of National Insurance.

7.9   [None]

7.10  [None]

CORPORATION TAX

7.11  CHANGES IN TRADE ETC.

      7.11.1   Within the period of three years ending with the date hereof
               there has been no major change in the nature of any trade or
               business carried on by any Company within the meaning of section
               245 or 768 of ICTA.

      7.11.2   There has been no cessation or discontinuance of any trade
               carried on by any Company nor has the scale of activities in any
               trade carried on by any Company within three years hereof become
               small or negligible.

      7.11.3   Prior to the execution of this agreement no change of ownership
               of any Company has taken place such that either or both of
               sections 245 or 768 of ICTA has or may be applied to deny relief
               in respect of loss or losses of any Company or surplus advance
               corporation tax.


                                      -30-
<PAGE>

7.12  TRADING ASSETS

      In the event that any asset shown in the Principal Accounts as a fixed
      asset is disposed of immediately following Completion the proceeds derived
      from such asset will not be treated as a trading receipt for tax purposes.

7.13  DEDUCTIONS

      No Company has made any payment or incurred any liability to make any
      payment which could be disallowed as a deduction in computing the taxable
      profits of any Company or as a charge on any Company's income including
      (but without prejudice to the generality of the foregoing) any payment
      which could be disallowed under sections 74 (general rules as to
      deductions not allowable), 338-340 (allowance of charges on income),
      779-789 (leased assets), section 787 (restriction of relief for payments
      of interest) or section125 of the ICTA (annual payments for non-taxable
      consideration).

7.14  SALES AND UNDERVALUE/OVERVALUE

      All transactions entered into by any Company have been entered into on an
      arms length basis and the consideration (if any) charged or received or
      paid by such Company on all transactions entered into by it has been equal
      to the consideration which might have been expected to be charged received
      or paid (as appropriate) between independent persons dealing at arms
      length and no notice or enquiry pursuant to section770 of the ICTA has
      been made in connection with any of such transactions.

7.15  {None]

7.16  CHARGEABLE POLICIES

      No Company is nor will become liable to tax in respect of any policy of
      insurance (including any life policy or life annuity contracts) whether or
      not acquired as original beneficial owner.

7.17  DEEP DISCOUNT SECURITIES

      7.17.1No Company has issued or acquired any deep discount securities as
            defined by paragraph 1(1) of schedule 4 of the ICTA.
      7.17.2In so far as any Company has issued or acquired any deep discount
            securities as defined by paragraph 1(1) of schedule 4 of the ICTA it
            has issued or acquired (as the case may be) a relevant certificate
            in terms of paragraph 13 of schedule 4 of the ICTA.

7.18  FOREIGN BORROWINGS

      No Company has made borrowings in foreign currency whereby a liability to
      tax will arise or will have arisen or a claim for tax has been made.

7.19  PENSION FUND SURPLUS

      Since the Last Accounts Date no Company has received any payment to which
      schedule 22 of

                                      -31-
<PAGE>

      the ICTA applies.

CAPITAL ASSETS

7.20  CAPITAL ALLOWANCES

      7.20.1No balancing charge in respect of any capital allowances claimed or
            given would arise if any assets of any Company were to be realised
            for a consideration equal to the amount of the book value thereof as
            shown or included in the Principal Accounts.

      7.20.2All necessary conditions for all capital allowances (as defined in
            section 832(1) of the ICTA) claimed by any Company were at all
            material times satisfied and so far as the Vendors are aware remain
            satisfied and no Company has since the Last Accounts Date become
            liable for any balancing charge.

7.21  FINANCE LEASES

      7.21.1   No Company is nor has been the lessee under any leases of plant
               or machinery save for the leases specified in the Disclosure
               Letter (the "Leases");

      7.21.2T  he machinery or plant subject to the Leases has in the period
               which is the requisite period in respect of any expenditure
               thereon by an owner or lessor for the purposes of section 39(1)
               of the CAA been used and only been used for a qualifying purpose
               as defined by the section

      7.21.3   No assets subject to the Leases have at any time been leased by
               any Company or its lessees to a person who is not resident in the
               UK and does not use the machinery or plant for the purposes of a
               trade carried on there.

      7.21.4   So far as the Vendors are aware there is no revenue
               investigation, revenue enquiry or other circumstances which
               dictates that any person who is or was a lessor or owner of
               equipment subject to any of the Leases will or may be denied the
               first year allowances and writing down allowances by reference to
               which the initial rental under the Lease was calculated.

7.22  INVESTMENT GRANTS

      No Company has received any investment grant or similar payment or
      allowance receivable by virtue of any statute.

DISTRIBUTION

7.23  REPAYMENTS OF SHARE CAPITAL

      7.23.1   No Company has at any time since its incorporation repaid or
               agreed to repay or redeemed or agreed to redeem or purchase or
               agreed to purchase (or made any contingent purchase contract
               within the meaning of section 165 of the Companies Act 1985) in
               respect of any of its issued share capital or any class thereof.
               Further no

                                      -32-
<PAGE>

               Company has after 6 April 1965 capitalised or agreed to
               capitalise in the form of shares, debentures or other securities
               or in paying up amounts unpaid on any shares, debentures or other
               securities any profits or reserves of any class or description or
               passed or agreed to be passed any resolution to do so.

      7.23.2   No Company has made (and will not be deemed to have made) any
               distribution within the meaning of sections 209, 210 and 236 of
               ICTA since 5 April 1965 except dividends properly authorised and
               shown in its Principal Accounts nor is any Company bound to make
               any such distribution.

7.24  PAYMENTS TO BE TREATED AS DISTRIBUTIONS

      No Company has issued any securities (within the meaning of section 254(1)
      of ICTA) which remain in issue where the interest payable thereon fails to
      be treated as a distribution.

CHARGEABLE GAINS

7.25  SALES AT BOOK VALUE

      No chargeable gain or profit (disregarding the effects of any indexation
      relief available) would arise if any assets of any Company (other than
      trading stock) were to be realised for a consideration equal to the amount
      of the book value thereof as shown or included in the Principal Accounts.

7.26  VALUE SHIFTING

      No Company has been involved in any scheme or affected by any arrangements
      whereby the value of any asset has been or will be reduced such that
      sections 29 and/or 30 of TCGA might be applicable.

7.27  [None]

7.28  CHARGEABLE DEBTS
      No gains chargeable to corporation tax on chargeable gains will accrue to
      any Company on the disposal of any debt owing to it.

7.29  RECONSTRUCTIONS

      No Company has been involved in any share for share exchange or any scheme
      of reconstruction or amalgamation such as are mentioned in section135 and
      136 of the TCGA or section139 of the TCGA under which shares or debentures
      have been or will be issued or assets have been or will be transferred.

7.30  CORPORATE BONDS

      There has been no relevant transaction to which section 117(8) of TCGA can
      apply to a corporate bond held by any Company.


                                      -33-
<PAGE>


7.31  DEPRECIATORY TRANSACTIONS

      No loss which has arisen or which may hereafter arise on a disposal by any
      of the Companies of shares in or securities of any company is liable to be
      reduced by virtue of the application of section176 of TCGA (transactions
      in a group) or section 177 of TCGA (dividend stripping).

7.32  TRANSFERS BY WAY OF GIFT

      No Company has made any such transfer of an asset at an undervalue as is
      mentioned in section125 of TCGA or received any assets by way of a gift as
      mentioned in section 282 of TCGA.

ANTI AVOIDANCE PROVISIONS

7.33  TAX SCHEMES
      No Company has entered into nor been a party to nor otherwise involved in
      any scheme or arrangement designed wholly or partly for the purpose of
      avoiding or deferring tax.

7.34  TRANSACTIONS IN SECURITIES

      No Company has:-
      7.35.1   become liable for tax; or
      7.35.2   received and will not receive or be the subject of or be
               adversely affected by any claim for tax; arising under or imposed
               by or resulting from the operation of sections 703-709 of ICTA
               (whether alone or in conjunction with any other provisions of any
               taxation statutes whatsoever) and which wholly or partly results
               or arises from or is computed by reference in circumstances
               existing or events occurring at any time on or before the date
               hereof whether alone or in conjunction with other circumstances
               arising before or after Completion.

7.35  TRANSACTIONS IN LAND

      No Company has:-
      7.35.1   become liable for tax; or
      7.35.2   received and will not receive or be the subject of or be
               adversely affected by any claim for tax;
      arising under or imposed by or resulting from the operation of sections
      776-778 of ICTA (whether alone or in conjunction with any other provisions
      of any taxation statutes whatsoever) and which wholly or partly results or
      arises from or is computed by reference to circumstances existing or
      events occurring at any time on or before the date hereof whether alone or
      in conjunction with other circumstances arising before or after
      Completion.

7.36  SALE AND LEASE BACK OF LAND

      Since 22 June 1971 no Company has entered into any transaction as is
      mentioned in sections 34-37 or section 780 of ICTA.

                                      -34-
<PAGE>

7.37 - 7.45 [None]

CLOSE COMPANY

7.46 Each of the Companies is a close company as defined by section 414 ICTA.

GROUPS OF COMPANIES

7.47  GROUP RELIEF

      The Disclosure Letter contains particulars of all arrangements relating to
      group relief under sections 402-413 of ICTA to which each Company is or
      has been a party and:-
      7.47.1   all claims by each Company for group relief were when made and
               are now valid and have been or will be allowed by way of relief
               from corporation tax;
      7.47.2   no Company has made or is liable to make any payment for group
               relief otherwise than in consideration for the surrender of the
               group relief allowable to it by way of relief from corporation
               tax;
      7.47.3   each Company has received all payments due to it under any
               arrangement or agreement for surrender of group relief by it;
      7.47.4   no such payment exceeds or could exceed the amount permitted by
               section 402(6) of ICTA;
      7.47.5   there exists or existed for any period of account in respect of
               which a surrender has been made or purports to have been made no
               arrangements such as are specified in section 410(1)-(6) of ICTA.

7.48  [None]

7.49  INTRA-GROUP TRANSFERS

      None of the Companies has acquired any asset other than trading stock from
      any other company belonging at the time of acquisition to the same group
      of companies as such Company within the meaning of section 170 of TCGA and
      no member of any groups of companies of which that Company is or has at
      any material time been the principal company (as defined in section
      170(2)(b) of TCGA) has so acquired any asset.

INHERITANCE TAX

7.50  GIFTS

      7.50.1   No Company is nor will become, liable to be assessed to capital
               transfer tax or inheritance tax as a donor or donee of any gift
               or transferor or transferee of value (actual or deemed) nor as a
               result of any disposition chargeable transfer or transfer of
               value (actual or deemed) made by or deemed to be made by any
               other person.

      7.50.2   No Company has been a party to associated operations in relation
               to a transfer of value within the meaning of section 268 of ITA.

      7.50.3   No asset owned by any Company is subject to any sale, mortgage or
               charge by virtue of

                                      -35-
<PAGE>

               s.212 of ITA.

7.51  [None]

VALUE ADDED TAX

7.52  VALUE ADDED TAX

      7.52.1   Each of the Companies is a registered taxable person for the
               purpose of the VAT legislation. No Company has at any time been
               treated as a member of a group of companies for such purpose or
               has made any application to be so treated. So far as the Vendors
               are aware no circumstances exist whereby any Company would or
               become liable for value added tax as an agent or otherwise by
               virtue of section 47 of VATA.
      7.52.2   Each Company has complied in all respects with the requirements
               and provisions of VATA and all regulations and orders made
               thereunder (the "VAT legislation") and has made and maintained
               accurate and up-to-date records invoices accounts and other
               documents required by or necessary for the purposes of VAT
               legislation and each Company has at all times punctually paid and
               made all payments and returns required thereunder.
      7.52.3   without prejudice to the generality of Section 7.53.2) no Company
               has:-
        (i)    taken part in conduct involving dishonesty as described in
               section 60 of VATA;
        (ii)   committed any serious misdeclaration or neglect as described in
               section 63 of VATA;
        (iii)  issued unauthorised invoices or failed to do anything
               contemplated by section 67 of VATA;
        (iv)   failed to comply with any regulatory requirements described in
               section 69 of VATA;
        (v)    been notified of any assessment within sections 59 and 74 of VATA
               or a surcharge notice under section 59 of VATA;
        (vi)   made any agreement with the Commissioners of Customs and Excise
               which agreement has not been put in writing as contemplated by
               section 85 of VATA.

      7.52.4   No Company has made any exempt supplies in consequence of which
               it is or will be unable to obtain credit for all input tax paid
               by it during any VAT quarter ending after the Last Accounts Date.

STAMP DUTY

7.53  STAMP DUTY AND CAPITAL DUTY

      Each Company has duly paid all capital duty and loan capital duty for
      which it is or has at any time been liable and all documents in the
      enforcement of which it is interested and when it is its responsibility to
      stamp have been duly stamped and since the Last Accounts Date no Company
      has been a party to any transaction whereby it was or is or could become
      liable to stamp duty reserve tax.


8.    [None]

                                      -36-
<PAGE>

INTELLECTUAL PROPERTY

9.1   As far as the Vendors are aware, the use by each Company of its
      Intellectual Property does not infringe the rights of any third party, nor
      so far as the Vendors are aware does the use by any third party infringe
      upon the rights of any of the Companies.

9.2   There are no claims or proceedings in existence or threatened in respect
      of the use by each Company of its Intellectual Property and there are no
      circumstances likely to give rise to any such claims or proceedings.

10.   INFORMATION TECHNOLOGY AND MILLENNIUM COMPLIANCE

10.1  None of the business systems forming part of each Company's Intellectual
      Property has been unlawfully copied wholly or substantially from any other
      material.

10.2  All the business systems, excluding software, used in the business of each
      of the Companies are owned and operated by and are under the control of
      the Companies and are not wholly or partly dependent on any facilities
      which are not under the ownership operation or control of the Companies.
      No action will (so far as the Vendors are aware), be necessary to enable
      such systems to continue to be used in the business of the Companies to
      the same extent and in the same manner as they have been used prior to the
      date hereof.

10.3  Each Company is validly licensed to use the software used in its business
      and no action will be necessary to enable it to continue to use such
      software to the same extent and in the same manner as they have been used
      prior to Completion.

10.4  There are no disaster recovery agreements used in the course of the
      business of each Company.

10.5  The performance of the business systems used in the business of each
      Company will not be adversely affected by either any changes in and to
      data information used therein or any changes to inputs and other
      manipulations of data solely in relation to dates from 1 January 2000 and
      thereafter.

10.6  The Disclosure Letter has annexed to it copies of all computer hardware
      and software maintenance agreements, all such agreements being in full
      force and effect.

PENSIONS

11.1  No Company is under a legal obligation or liability and is not a party to
      any ex-gratia arrangement or promise to pay pensions, gratuities,
      super-annuation allowances or the like, or otherwise to provide "relevant
      benefits" within the meaning of s.612 of the Income and Corporation Taxes
      Act 1988 to or for any of its past or present officers or employees or
      their dependants; and there are no retirement benefit or pension or death
      or similar schemes or arrangements in relation to or binding on any
      Company or to which any Company contributes.


                                      -37-
<PAGE>



                                   SCHEDULE 5
                                VENDOR PROTECTION
                                -----------------

1.    INTERPRETATION
1.1   The provisions of this Schedule 5 shall operate to limit or qualify the
      liability of the Vendors under or in connection with any term of this
      Agreement the Tax Deed and the Warranties or any of them ("such
      liabilities") and references to "such liabilities" shall be construed
      accordingly.

1.2   In the Warranties, reference to "material" shall mean material in the
      context of the business of the relevant Company as a whole.

2.    CAP
2.1   Notwithstanding any other provision hereof the maximum aggregate liability
      of the Vendors in respect of all such liabilities shall not exceed in the
      aggregate (pound)2,000,000

3.    TIME LIMITS
3.1   Subject to the provisions of paragraph 3.2 of this Schedule, no claim
      shall be brought against the Vendors in respect of such liabilities unless
      notice in writing of any such claim (specifying in full details of the
      nature of the breach and so far as is practicable the amount claimed in
      respect thereof) has been given to the Vendors within twelve months of
      Completion and any such claim which may have been made shall (if it has
      not been previously satisfied settled or withdrawn) be deemed to have been
      withdrawn on the expiration of six months from the date of the said notice
      unless proceedings in respect thereof shall have been both issued and
      served on the Vendors before such expiration.

3.2   No claim or claims shall be brought against the Vendors in respect of
      which the subject matter relates to Taxation unless notice in writing of
      any such claim (specifying full details of the nature of the claim and so
      far as practicable the amount claimed in respect thereof) has been given
      to the Vendors within six years of Completion and any such claim which may
      have been made shall (if it has not been previously satisfied settled or
      withdrawn) be deemed to have been withdrawn on the expiration of six
      months from the date of the said notice unless proceedings in respect
      thereof shall have been both issued and served on the Vendors before such
      expiration.

4.    SMALL CLAIMS AND THRESHOLD
The Vendors shall not be liable in respect of any Warranty Claim unless:

4.1   the liability of the Vendors in respect of the Warranty Claim exceeds
      (pound)5,000; and

4.2   the aggregate liability of the Vendors in respect of all Warranty Claims
      exceeds (pound)100,000, in which case the Vendors shall be liable for the
      whole amount and not merely the excess over (pound)100,000

5.    NO DOUBLE CLAIMS
5.1   Neither the Purchaser nor any of the Companies shall be entitled to
      recover damages in respect of any claim for breach of this Agreement or
      otherwise obtain reimbursement or restitution more than once in respect of
      any one breach of any of the Warranties contained in the

                                      -38-
<PAGE>

      Agreement notwithstanding that there may be more than one breach, and so
      that for this purpose any recovery by the Purchaser shall be deemed to be
      a recovery by any of them and further any recovery in respect of a claim
      for breach of any of the Warranties shall satisfy any liability in respect
      of the circumstances giving rise to such claim and vice versa.

6.    GENERAL LIMITATIONS
6.1   The Vendors shall not have any liability in respect of such liabilities
      and accordingly no claim may be brought in respect thereof if and to the
      extent that any one or more of the following provisions may apply:-

      6.1.1    such liabilities are wholly or partly attributable to any
               voluntary act omission transaction or arrangement of the
               Purchaser after the date hereof;

      6.1.2    either a Company or the Purchaser is entitled to claim to be
               indemnified (and then only to the extent of the indemnity)
               against any loss or damage suffered by any of them under the
               terms of any insurance policy for the time being in force or
               which reasonably ought to have been in force;

      6.1.3    such liabilities arise in connection with any fact, matter or
               circumstance fairly disclosed in the Disclosure Letter or in the
               schedules to this Agreement;

      6.1.4    such liabilities arise in connection with any matter provided for
               under the terms of this agreement or arising from the
               implementation of the same;

      6.1.5    either such liabilities arise in connection with any exceptions
               or matters included mentioned provided for or referred to in the
               Principal Accounts or the audited accounts for the two previous
               accounting periods of each of the Companies or in the notes
               thereto or the subject matter of the claim giving rise to such
               liabilities was taken into account in computing the amount of any
               such provision or reserve or is noted therein;

      6.1.6    such liabilities arise wholly or partly out of as a result of or
               in connection with:-
               6.1.6.1 any change in the nature of the business of any Company
                       (or in the manner of conducting the same) after the date
                       hereof; or
               6.1.6.2 any asset acquired or disposed of by any Company after
                       the date hereof; or
               6.1.6.3 any statutory provision not in force at the date hereof
                       or any change in any statutory provision hereafter or any
                       decision of the Courts altering the generally accepted
                       interpretation of any statutory provision or the
                       withdrawal of any extra statutory concession previously
                       made by or any change in practice of the Inland Revenue
                       or other taxation authority or any increase in the rates
                       of Taxation in force at the date hereof;
               6.1.6.4 the passing of any resolution (including but not limited
                       to a resolution for the winding up of the relevant one of
                       the Companies after the date hereof; or
               6.1.6.5 any change in the format, matter, bases, priorities and
                       principles used in the preparation of the accounts of the
                       relevant Company from those used and adopted in the
                       Principal Accounts;

      6.1.7    the loss or liability resulting from such liabilities is less
               than the aggregate of any over-provision made in the Principal
               Accounts in respect of any liability and any undervalue

                                      -39-
<PAGE>

               of any asset recorded in the Principal Accounts.

7.    PURCHASER'S COVENANT
7.1   The Purchaser hereby covenants with the Vendors that the Purchaser is not
      aware of any material fact, matter or thing as may be inconsistent with
      any Warranty or that may give rise to any liability on the part of the
      Vendors hereunder.

8.    SUBSEQUENT RECOVERY FROM THIRD PARTY
8.1   The Purchaser shall reimburse to the Vendors forthwith an amount equal to
      any sum paid by the Vendors in respect of any claim for such liabilities
      which is subsequently recovered by or paid to the relevant Company or the
      Purchaser by any other person (including but not limited to insurance
      payments) (less any reasonable costs and expenses incurred by the relevant
      Company in making such recovery).

9.    ASSIGNMENT OF CLAIM
9.1   Where having discharged any claim for breach of the Warranties the Vendors
      request the assignment to them of any right of the Purchaser or of the
      relevant Company to make recovery in whole or in part from any third
      party, the Purchaser will assign at Vendors' expense or procure the
      assignment to the Vendors or as they shall direct of such right and, if
      the same is not legally capable of effective assignment, will, subject to
      being indemnified to the reasonable satisfaction of the Purchaser pursue
      such claim on behalf of the Vendors and deliver over upon receipt to the
      Vendors all amounts recovered.

10.   RELIEFS
10.1  Any such liabilities shall not extend to any part of the loss or damage
      suffered by the Purchaser or the relevant Company to the extent that such
      part shall be used or shall be capable of being used by the Purchaser or
      such Company or any present or future subsidiaries of either of them to
      offset in whole or in part any past present or future liability to
      Taxation.

11.   THIRD PARTY CLAIM
11.1  Where a Company or the Purchaser is entitled (whether by reason of
      insurance or payment discount or otherwise) to recover from some other
      person any sum in respect of Taxation or any other damage or liability the
      subject of a claim against the Vendors under this Agreement or for which a
      claim could be made hereunder (and whether before or after the Vendor has
      made payment hereunder) the Purchaser shall if so required by the Vendors
      and at the Vendors own cost and expense take or (as the case may require)
      procure that the Company takes all steps (whether by way of a claim
      against its insurers or otherwise) as the Vendors may reasonably require
      to enforce such recovery and shall keep the Vendors informed to its
      reasonable satisfaction of the progress of any action taken. Thereafter
      any claim against the Vendors shall be limited (in addition to the
      limitations on the liability of the Vendors referred to in this Schedule
      5) to the amount by which the loss or damage suffered by the Purchaser as
      a result of such breach shall exceed the amount (if any) so recovered or
      which ought properly to be recovered. The Purchaser shall not be entitled
      to make any claim in respect of such liabilities if it or the relevant
      Company fails to act in accordance with the reasonable instructions of the
      Vendors in conducting any claim against a third party.

12.   RIGHT TO FIGHT
12.1  The Vendors shall be entitled to require the Purchaser or the relevant
      Company to take all such


                                      -40-
<PAGE>

      reasonable steps or proceedings as the Vendors may consider appropriate in
      order to mitigate any claim in respect of such liabilities or in respect
      of the undertakings in this Agreement and the Purchaser shall procure that
      the relevant Company shall act in accordance with any such requirements
      (subject to the Purchaser and/or the relevant Company being indemnified by
      the Vendors against all reasonable costs and expenses incurred in
      connection therewith). For the purpose of enabling the Vendors to remedy a
      breach or to mitigate or otherwise determine the amount of any claim or to
      decide what steps or proceedings should be taken in order to mitigate any
      claim the Purchaser shall:-

      12.1.1   give notice to the Vendors within fourteen days of any breach or
               circumstance giving or likely to give rise to a breach coming to
               its notice or to the notice of the Purchaser;

      12.1.2   make or procure to be made available to the Vendors or its or his
               duly authorised representatives all relevant and available
               personnel, books of accounts, records and correspondence of the
               relevant Company for the purpose of enabling the Vendors to
               ascertain or extract any relevant information; and

      12.1.3   make no admission of the fact or amount of any liability on the
               part of the relevant Company or the Purchaser without the prior
               written consent of the Vendors such consent not to be
               unreasonably withheld or delayed.

      The Purchaser shall not be entitled to make any claim in respect of a
      breach of Warranty if it fails to give the said notice or to act in
      accordance with the reasonable instructions of the Vendors in conducting
      any dispute or negotiation in relation to the claim in accordance with
      this paragraph 12.

13.   RELIANCE ON STATEMENTS
13.1  No claim shall be made against the Vendors in respect of any warranty,
      representation, indemnity covenant undertaking or otherwise arising out of
      or in connection with the sale of the issued share capital of the Company
      except where the same is expressly contained in this agreement and the
      Purchaser confirms that it has not relied upon or been induced to enter
      into this agreement by any warranty, representation, indemnity, covenant
      or undertaking given by any person which is not expressly contained in
      this agreement.

14.   DUTY TO MITIGATE
14.1  Nothing in this agreement shall be deemed to relieve the Purchaser from
      its common law duty to the Vendors to mitigate their loss and without
      prejudice to the generality of the foregoing the Purchaser shall take and
      shall do all things in its power to procure that each of the Companies
      shall take all practicable and reasonable steps to avoid or mitigate any
      loss or liability which may give rise to a claim under the Warranties or
      this agreement.

15.   DISCHARGE OF CLAIMS
15.1  In the event that the Vendors are liable to the Purchaser for a claim
      under the terms of the agreement, such liability may at the election of
      the Purchaser or either of the Vendors be satisfied by the payment by it
      to the Purchaser of the proceeds of the sale of the Town Pages Shares or
      by returning to the Purchaser certificates representing such Town Pages
      Shares then retained by Vendors having a market value in the amount of
      such liability together with an executed stock transfer form in favour of
      such person or persons (if any) as the Purchaser may direct.

                                      -41-
<PAGE>

15.2  Until such time as the Vendor shall be able to sell the Town Pages Shares
      to satisfy any such liability under this agreement no proceedings may be
      taken to effect recovery of any damages awarded under this agreement

15.3  The Purchaser hereby agrees that the Purchaser shall allow the Vendors
      such time as is reasonably necessary either to sell sufficient of the Town
      Pages Shares, or to return such number of Town Pages Shares to the
      Purchaser (valued at the higher of $6.50 per share or the current market
      value) in satisfaction of any liability for Warranty Claims.

16.   APPORTIONMENT OF LIABILITY
16.1  For the avoidance of doubt, the liability of the Vendors for such
      liabilities shall in all circumstances be shared by them in the Agreed
      Proportions so that:-

      16.1  Neither of them shall have any liability in excess thereof whether
            to the purchaser or any other party; and

      16.1.2Each Vendor shall indemnify the other in respect of the Agreed
            Proportion properly payable by him or it, so that the other shall be
            so indemnified in respect thereof

17.   PRICE REDUCTION
17.1  Any amount payable by either of the Vendors in respect of a Warranty Claim
      (whether in full or in satisfaction thereof) shall be deemed to be a pro
      tanto reduction, in all respects, of the Purchase Consideration


                                      -42-
<PAGE>



SCHEDULE 6
TAX DEED
--------

THIS DEED  is made on                                              1999

BETWEEN:-

(1)   GLEN U.K. HOLDINGS LIMITED whose registered office is at Derbyshire House,
      737a Wilmslow Didsbury, Manchester M20 6WF and ROBERT PAUL DILLON of
      Gwyndy Pant-Du, Enrys, Mold, Denbighshire SH7 4DD (the "Covenantors"); and

(2)   TOWNPAGESNET.COM PLC. whose registered office is at 11 Market Square,
      Alton Hampshire GU34 1HG ("the Purchaser" which expression shall include
      its successors and assigns).

RECITAL

This Tax Deed is entered into pursuant to the provisions of an agreement ("the
Sale Agreement") made on even date pursuant to which the Purchaser agreed to
purchase shares in the share capital of Morbria Limited from the Covenantors.

THE PARTIES AGREE AS FOLLOWS:-

1.    INTERPRETATION

8.9   Subject to Clause 1.2 and unless the context otherwise indicates, words
      expression and abbreviations defined in the Sale Agreement shall have the
      same meanings in this deed and any provisions of the Sale Agreement
      concerning matters of construction or interpretations shall mutatis
      mutandis apply to this deed.

1.2   The following words, expressions and abbreviations used in this deed
      shall, unless the context otherwise requires, have the following
      meanings:-

      "Claim for Tax"          means any of the following:-

                                   (a)   any liability to make a payment of Tax
                                         and any claim, assessment, demand,
                                         notice or other document issued or
                                         action taken by or on behalf of any
                                         person authority or body whatsoever and
                                         of whatsoever country which claims
                                         payment of Tax or any submission,
                                         return or correspondence from which it
                                         appears likely that there may be a
                                         liability to Tax or Claim for Tax
                                         within (b) below, or

                                   (b)   any non-availability or loss of or
                                         reduction of any Relief (including in
                                         particular a right to repayment) to the
                                         extent that such Relief has been
                                         reflected in the Net Assets of the
                                         relevant Company as shown by the
                                         Principal Accounts;


                                      -43-
<PAGE>


      "Company"                    shall have the same meaning as in the Sale
                                   Agreement;

      "Companies"                  shall be deemed to include the Companies and
                                   any subsidiary;

      "Group Relief"               means any of the following:-

                                   (a)   relief surrendered or claimed pursuant
                                         to chapter IV part X of the ICTA 1988;

                                   (b)   advance corporation tax surrendered or
                                         claimed pursuant to s.240 of the ICTA
                                         1988;

                                   (c)   a Transferred Tax Refund;

      "Income profits or gains"    includes    any   other    measure    by
                                   reference to which Tax is computed;

      "Purchaser's Relief"         means any Relief to the  extent  that the
                                   same either:-

                                   (a)   has been reflected in the Net Assets of
                                         the relevant Company as shown by its
                                         Principal Accounts; or

                                   (b)   arises in respect of periods after the
                                         Last Accounts Date;

      "Relevant Event"             means every event, act, omission, default,
                                   occurrence, circumstance, transaction,
                                   dealing or arrangement of any kind whatsoever
                                   done or omitted to be done by the Covenantor
                                   or any Company or which in any way concerns
                                   or effects any Company whether or not done or
                                   omitted to be done by such Company or the
                                   Covenantor;

      "Relief"                     means any allowance, credit, exemption,
                                   deduction or relief from, in computing
                                   against or in respect of Tax or any right to
                                   the repayment of Tax;

      "Tax"                        means any tax, and any duty, impost, levy or
                                   charge in the nature of tax, whether domestic
                                   or foreign, and any fine, penalty or interest
                                   connected therewith including (without
                                   prejudice to the foregoing) corporation tax,
                                   advance corporation tax, income tax, national
                                   insurance and social security contribution,
                                   capital gains tax, inheritance tax, petroleum
                                   revenue tax, value added tax, customs excise
                                   and import duties, stamp duty, stamp duty
                                   reserve tax, insurance premium tax, air
                                   passenger duty, rates and water rates and any
                                   other payment whatsoever which any Company is
                                   or may be or become bound to make to any
                                   person by reason of any taxation statutes;

                                      -44-
<PAGE>

      "taxation statutes"          means all statutes, decrees, orders and
                                   regulations whether domestic or foreign
                                   providing for or imposing any Tax;

      "Transferred Tax Refund"     means a tax refund relating to an accounting
                                   period as defined by section 102(3) of the FA
                                   1989 in respect of which a notice has been
                                   given pursuant to section 102(2) of the FA
                                   1989;

      "Utilisation of a            means the utilisation or set off of a
       Purchaser's Relief"         Purchaser's Relief available to any Company.

1.3   References to income, profits or gains being earned accrued or received
      before a particular date shall include deemed income profits or gains
      treated as earned accrued or received prior thereto.

1.4   The obligations and liabilities of the Covenantor under this Deed shall be
      several only and each of them shall only be liable therefor in the Agreed
      Proportions.


PAYMENT

2.1   Subject to Clause 2.2 each of the Covenantors hereby covenant with the
      Purchaser to pay to the Purchaser in the Agreed Proportions an amount
      equal to:-

      (a)   any  liability  for Tax  which  arises  whether  in  whole or in
            part:-

            (i)   in connection with or as a consequence of one or more Relevant
                  Events occurring or entered into on or before Completion; or
            (ii)  in respect of or by reference to any income profits or gains
                  earned, accrued or received on or before Completion; or
            (iii) in consequence of the combined effect of two or more Relevant
                  Events of which at least one shall have occurred on or before
                  Completion but only in circumstances where such Claim for Tax
                  would not have been suffered by the relevant Companies but for
                  the failure of any person (other than a company falling within
                  the definition of "Company") for the purposes of this deed) to
                  discharge or pay any liability for Tax;
            (iv)  each and every loss in whole or in part of the right to
                  receive any payment for Group Relief to the extent that the
                  payment has been reflected in the Net Assets of the relevant
                  Company as shown by its Principal Accounts; and/or
            (v)   any liability to make any payment for Group Relief and/or any
                  liability to repay any repayment received for Companies Relief
                  to the extent that any such liability has not been reflected
                  in the Net Assets of the relevant Company as shown by its
                  Principal Accounts;

       (b)  all reasonable costs and expenses resulting from any of the matters
            referred to in clause 2.1 (a) above

2.2   If any Claim for Tax or liability which would have otherwise given rise to
      a Claim for Tax shall be reduced or avoided in consequence of any
      Utilisation of a Purchaser's Relief this Deed

                                      -45-
<PAGE>


      shall apply as if such Purchaser's Relief had not been available so that
      the amounts paid by the Covenantor hereunder shall be the amounts which
      would have been payable in the absence of that or any other Purchaser's
      Relief.

2.3   The covenant contained in Clause 2.1(a) shall not apply:-

      (a)   to any Claim for Tax to the extent  that any Tax giving  rise to
            the same has been  paid  prior to the Last  Accounts  Date or to
            the extent  that  provision  or  reserve  for the  liability  to
            which the same relates has been made in the  Principal  Accounts
            of the  relevant  Company  and for the  purposes  of this Clause
            2.3(a) no  provision  or  reserve  shall be deemed to be reduced
            by reason only of an increase  in rates of Tax  announced  after
            the date of the Sale Agreement;

      (b)   to any Claim for Tax to the extent that the same shall have arisen
            in consequence of any act or transaction which could reasonably have
            been avoided and which was carried out without the agreement of the
            Covenantor by the Purchaser or any Company after Completion
            otherwise than in the ordinary course of business of that Company as
            presently carried on; or

      (c)   to any Claim for Tax to the extent that it arises in the ordinary
            course of business of any Company after the Last Accounts Date but
            on or before Completion and for this purpose, but without
            limitation, the following shall not be regarded as being in the
            ordinary course of business:-

            (i)   the  declaration  or payment of any dividend or the making
                  of any other distribution; or
            (ii)  any   transaction   entered  into  by  a  Company  in  the
                  circumstances  where the  consideration  (if any) received
                  by or as the case may be,  paid by a  Company  in  respect
                  thereof  is  less  than  or more  than  the  consideration
                  deemed  to have  been  received  or paid for Tax  purposes
                  but to the  extent  only of the Claim for Tax  arising  in
                  respect of the  amount by which the  deemed  consideration
                  exceeds or is less than the actual consideration; or
            (iii) any Company ceasing or being deemed to cease, for Tax
                  purposes, to be the member of any Companies or associated with
                  any other company or person whether in consequence of the
                  entering into of the Sale Agreement or anything done under it
                  or otherwise; or
            (iv)  a Relevant Event which gives rise to a liability any Company
                  in respect of the income, profits or gains, whether actual or
                  deemed, of any non-resident person; or
            (v)   any other Relevant Event which gives rise to a liability to
                  tax on deemed (as opposed to actual) income, profits or gains.

      (d)   to any Claim for Tax to the extent that the same is increased as a
            result of any failure by the Purchaser or a Company to comply with
            its obligations under Clause 5.

2.4   In computing the amount to be paid by the Covenantor under this Deed in
      respect of any Claim for Tax no account shall be taken of any Tax for
      which any Company would have been liable in respect of such amount had it
      in fact been paid to that Company.


                                      -46-
<PAGE>



2.5   All sums payable by the Covenantor under this Deed shall be paid free and
      clear of all deductions or withholding (including Tax) unless the
      deduction or withholding is required by law, in which event or in the
      event that the Purchaser shall incur any liability for Tax chargeable or
      assessable in respect of any payment pursuant to this deed, the Covenantor
      shall pay such additional amounts as shall be required to ensure that the
      net amount received and retained by the Purchaser (after Tax) will equal
      the full amount which would have been received and retained by it had no
      such deduction or withholding been made and/or no such liability to Tax
      been incurred and in applying this Clause 2.5 no account shall be taken of
      the extent to which any liability for Tax may be mitigated or offset by
      any Relief available to the Purchaser so that where such Relief is
      available the additional amount payable hereunder shall be the amount
      which would have been payable in the absence of such availability.


TIMING

3.1   Where the Covenantors become liable to make any payment pursuant to Clause
      2, the due date for the making of that payment shall be:-

      (a)   insofar as the claim  arises  pursuant  to Clause  2.1(a)  seven
            days  before  the day on  which a  payment  of Tax  becomes  due
            under or in  consequence  of the  Claim for Tax in  question  or
            seven days before the day on which any  repayment  (or increased
            repayment)  of Tax which but for such  Claim for Tax would  have
            been  available,  would  have been due and for this  purpose  it
            shall be assumed  that the  repayment  would have  become due at
            the earliest possible date;

      (b)   insofar as the liability arises pursuant to Clause 2.1(b) nine
            months after the end of the accounting period of the Company in
            relation to which the Companies Relief surrender was made or where
            the liability arises as a consequence of a liability to repay any
            payment received for or to make any payment for Companies Relief,
            seven days before the date on which that Company is liable to repay
            or pay such amounts;

      (c)   insofar as the claim arises pursuant to Clause 2.1(c), seven days
            before the day on which the costs and expenses fall due for payment;

      (d)   insofar as the claim arises pursuant to Clause 2.2 the date on which
            payment would have become due under sub-Clause (a) above had no
            Purchaser's Relief been available and for this purpose it shall be
            assumed that the Claim for Tax would have been made and all Tax
            would have become due at the earliest possible date (assuming no
            application for postponement).

3.2   Where but for the non-availability, loss or reduction of any Purchaser's
      Relief the Company could have surrendered the same to another company by
      way of Group Relief this deed and in particular Clause 3.1(a) shall apply
      as if the Tax which could have been saved as a consequence of any such
      surrender would have been saved by a Company but for the said
      non-availability, loss or reduction and at the same time.

3.3   For the purposes hereof where Tax is due or a repayment due is lost or
      reduced or a Group

                                      -47-
<PAGE>


      Relief Payment is lost or reduced or falls to be repaid or where, but for
      a Utilisation of a Purchaser's Relief Tax would be due or costs and
      expenses fall due for payment, on more than one occasion then paragraphs
      (a) to (d) of Clause 3.1 shall apply separately on each such occasion.

3.4   If any sum due under Clause 2 is not paid by the Covenantor by the later
      of the due date and the date seven days after the date of the demand made
      therefor the same shall carry interest (from such later date until the
      date of payment) at the rate of four per cent, over the base rate for the
      time being of Barclays Bank Plc (or in the absence of such rate at such
      equivalent rate as the Purchaser shall select) save that interest shall
      not start to run in respect of any payments of Tax above until seven days
      before the day on which the Company makes the payment of Tax due.

IN WITNESS WHEREOF the parties hereto have executed this Deed the day and year
before written.


EXECUTED AS A DEED BY STUART              )
WILLIAM SIM  AS THE DULY AUTHORISED       )
ATTORNEY FOR GLEN U.K. HOLDINGS LIMITED   )
IN THE PRESENCE OF:-                      )
EXECUTED AS DEED BY ROBERT PAUL           )
DILLON IN THE PRESENCE OF                 )





EXECUTED AS A DEED BY TOWNPAGESNET.       )
COM PLC ACTING BY                         )



                                    DIRECTOR

                                    DIRECTOR/SECRETARY


                                      -48-