Exhibit 10.1



                            ASSET PURCHASE AGREEMENT

                                 BY AND BETWEEN

                        MEDIALINK WORLDWIDE INCORPORATED

                                       AND

                            BACON'S INFORMATION INC.



                              ---------------------



                             DATED DECEMBER 31, 2004



                              --------------------

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ARTICLE I.            Purchase and Sale of Assets..............................1

         1.1      Purchase and Sale of Acquired Assets.........................1

                  (a)      Inventory...........................................2
                  (b)      Fixed Assets........................................2
                  (c)      Accounts Receivable.................................2
                  (d)      Intellectual Property Rights........................2
                  (e)      Prepaid Expenses and Deposits.......................2
                  (f)      Purchase and Sale Orders............................2
                  (g)      Rights under Confidentiality Agreements and
                             Warranties........................................3
                  (h)      Permits.............................................3
                  (i)      Customer List.......................................3
                  (j)      Contracts...........................................3
                  (k)      Catalogs and Advertising Materials..................3
                  (l)      Business Records....................................3
                  (m)      Goodwill............................................4

         1.2      Retained Assets..............................................4

                  (a)      Cash and Cash Equivalents...........................4
                  (b)      Employee Plan Assets................................4
                  (c)      Employment Contracts................................4
                  (d)      Insurance Policies..................................4
                  (e)      Nonassigned Contracts...............................4
                  (f)      Corporate Records...................................4
                  (g)      Tax Refunds.........................................4
                  (h)      Nonassigned Accounts Receivable.....................5
                  (i)      Assets Relating to Retained Assets or Liabilities...5
                  (j)      Other Assets........................................5

         1.3      Assignability and Consents...................................5

ARTICLE II.           Assignment and Assumption of Liabilities.................6

         2.1      Assumption of Liabilities....................................6

                  (a)      Assigned Contracts..................................6
                  (b)      Balance Sheet Obligations...........................6
                  (c)      Unfilled Orders.....................................6
                  (d)      Employee Obligations................................6

         2.2      Retained Liabilities.........................................6

                  (a)      Liabilities Relating to Sale of Acquired Assets.....6
                  (b)      Liabilities Relating to Retained Assets.............7
                  (c)      Employee-Related Liabilities........................7
                  (d)      Environmental, Health and Safety Liabilities........7
                  (e)      Litigation..........................................7
                  (f)      Taxes...............................................7
                  (g)      Shutdown Costs......................................8
                  (h)      Post-Closing Liabilities............................8


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ARTICLE III.          Purchase Price...........................................8

         3.1      Payments and Holdback........................................8

                  (a)      Closing Date Payment................................8
                  (b)      Holdback............................................8
                  (c)      Post-Closing Adjustment.............................8
                  (d)      Holdback Payments...................................9

         3.2      Method of Payment............................................9

                  (a)      Payments by Buyer to Seller.........................9
                  (b)      Payment by Seller to Buyer..........................9

         3.3      Purchase Price Allocation...................................10

ARTICLE IV.           Closing.................................................10

         4.1      General.....................................................10
         4.2      Documents to Be Delivered by Seller.........................10
         4.3      Documents to Be Delivered by Buyer..........................11

ARTICLE V.            Representations and Warranties..........................12

         5.1      Representations and Warranties of Seller....................12

                  (a)      Organization and Standing; Power and Authority.....12
                  (b)      Conflicts and Defaults.............................12
                  (c)      Acquired Assets; Title to Acquired Assets..........13
                  (d)      Contracts..........................................14
                  (e)      Financial Statements...............................14
                  (f)      Liabilities........................................15
                  (g)      Accounts Receivable and Accounts Payable...........15
                  (h)      Inventories........................................15
                  (i)      Customers and Suppliers............................16
                  (j)      Litigation.........................................16
                  (k)      Legal Compliance...................................16
                  (l)      Intellectual Property..............................16
                  (m)      Permits............................................17
                  (n)      Employee Relations; Collective Bargaining
                             Agreements.......................................17
                  (o)      Employees and Employee Plans.......................17
                  (p)      Changes in Circumstances...........................18
                  (q)      Taxes..............................................18
                  (r)      Service Warranties.................................19
                  (s)      Insurance..........................................19
                  (t)      Absence of Certain Commercial Practices............19
                  (u)      Books and Records..................................20
                  (v)      Copies of Documents................................20
                  (w)      Insider Interests..................................20
                  (x)      No Intracompany Asset Transfers....................20
                  (y)      Brokers, Finders and Agents........................20


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         5.2      Representations and Warranties of Buyer.....................20

                  (a)      Organization and Standing; Power and Authority.....20
                  (b)      Conflicts and Defaults.............................21
                  (c)      Litigation.........................................21
                  (d)      Brokers, Finders and Agents........................21

         5.3      Survival....................................................21

ARTICLE VI.           Covenants of Seller.....................................21

         6.1      Confidentiality.............................................21
         6.2      Maintenance of and Access to Records........................22
         6.3      Further Assurances; Customer and Supplier Relationships.....22
         6.4      Cooperation in Defense of Claims............................22
         6.5      Noncompetition..............................................22

ARTICLE VII.          Covenants of Buyer......................................24

         7.1      Confidentiality.............................................24
         7.2      Maintenance of and Access to Records........................24
         7.3      Further Assurances..........................................24
         7.4      Cooperation in Defense of Claims............................24

ARTICLE VIII.         Certain Additional Covenants and Agreements.............25

         8.1      Expenses; Transfer Taxes....................................25
         8.2      Disclosure..................................................25
         8.3      Employee Matters............................................25
         8.4      Closing Date Balance Sheets.................................26
         8.5      Accounts Receivable.........................................27
         8.6      Buyer's Post-Closing Use of Seller's Name...................28

ARTICLE IX.           Indemnification.........................................28

         9.1      Indemnification by Buyer....................................28
         9.2      Indemnification by Seller...................................28
         9.3      Notice of Third Party Claim; Defense of Third Party
                    Claim; Non-Third Party Claim..............................29
         9.4      Limitations.................................................30
         9.5      Other Undertakings..........................................30

ARTICLE X.            Miscellaneous...........................................31

         10.1     Amendments..................................................31
         10.2     Entire Agreement............................................31
         10.3     Governing Law...............................................31
         10.4     Notices.....................................................31
         10.5     Counterparts................................................32
         10.6     Assignment..................................................32
         10.7     Waivers.....................................................32
         10.8     Third Parties...............................................33
         10.9     Schedules and Exhibits......................................33
         10.10    Headings....................................................33
         10.11    Certain Definitions.........................................33
         10.12    Gender and Number...........................................33


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<PAGE>

                            ASSET PURCHASE AGREEMENT

                  This  ASSET  PURCHASE  AGREEMENT  ("Agreement")  is  made  and
entered into as of December 31, 2004 ("Closing  Date"), by and between MEDIALINK
WORLDWIDE  INCORPORATED,   a  Delaware  corporation   ("Seller"),   and  BACON'S
INFORMATION INC., a Delaware corporation ("Buyer").

                              W I T N E S S E T H:

                  WHEREAS,  Seller's Delahaye  Medialink  division is engaged in
the United States in the business of media  evaluation and content  analysis and
market  research  services  under the Delahaye  tradename (all such business and
services  conducted by Seller in the United States under the Delahaye  tradename
being referred to as the "US Delahaye Business"); and

                  WHEREAS,  Seller desires to sell, assign,  transfer and convey
to Buyer,  and Buyer  desires to purchase and acquire from Seller,  on the terms
and subject to the conditions set forth in this Agreement,  substantially all of
the assets of the US Delahaye Business; and

                  WHEREAS,  Seller  desires  to assign  to  Buyer,  and Buyer is
willing to assume,  on the terms and subject to the conditions set forth in this
Agreement,  certain  liabilities  and  other  obligations  of  the  US  Delahaye
Business; and

                  WHEREAS,  Buyer  is an  indirect  wholly-owned  subsidiary  of
Observer AB, Sweden corporation ("Observer");
and

                  WHEREAS,  Romeike Limited,  another wholly-owned subsidiary of
Observer,  and Medialink UK Limited ("Medialink UK"), a wholly-owned  subsidiary
of Seller,  are  contemporaneously  herewith entering into a separate  agreement
("UK Agreement") for the sale and purchase of the assets of the media evaluation
and  content  analysis  and  market  research  services  business  conducted  by
Medialink  UK in the  United  Kingdom  under the  Delahaye  tradename  (all such
business and services  conducted by Medialink UK in the United Kingdom under the
Delahaye  tradename,  together with the US Delahaye Business,  being referred to
collectively as the "Combined Delahaye Business");

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
agreements   contained   in  this   Agreement   and  other  good  and   valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Buyer and Seller hereby agree as follows:

                     ARTICLE I. PURCHASE AND SALE OF ASSETS

                  1.1 PURCHASE AND SALE OF ACQUIRED  ASSETS.  At the Closing (as
hereinafter  defined),  but effective as of the Effective  Time (as  hereinafter
defined),  and subject to Section 1.2 below,  Buyer shall  purchase  and acquire
from Seller, and Seller shall sell, assign, transfer and convey to Buyer, all of
the assets, rights and interests used, owned, leased or otherwise held by or for
the benefit of Seller  exclusively in the operation of or otherwise  exclusively

<PAGE>

relating to the US Delahaye Business, wherever such assets, rights and interests
may  be  located  and  as  the  same  shall  exist  as  of  the  Effective  Time
(collectively, "Acquired Assets"):

                  (a)   INVENTORY.   All   inventories   of  supplies   relating
         exclusively to the US Delahaye Business  (collectively,  "Inventory" or
         "Inventories"), including but not limited to all Inventories located at
         Seller's places of business at 800 Connecticut  Avenue, 1st Floor, West
         Wing, Space A and Space B, Norwalk,  Connecticut, and 195 New Hampshire
         Avenue,  Suite 225,  Portsmouth,  New Hampshire ("Norwalk Premises" and
         "Portsmouth Premises," respectively, and collectively "Premises");

                  (b)  FIXED  ASSETS.  All  machinery  and  equipment  and other
         tangible personal property and fixtures exclusively used in the conduct
         of or otherwise related to the US Delahaye Business,  including but not
         limited to  computer  hardware  and other media  monitoring  and office
         equipment,  office  furniture  and  other  furnishings  and  all  other
         tangible personal property set forth on Schedule 1.1(b);

                  (c) ACCOUNTS RECEIVABLE.  All accounts receivable from parties
         that are customers of the US Delahaye Business immediately prior to the
         Closing,   including  any  unpaid  interest  accrued  thereon  and  any
         collateral or other security relating thereto (collectively,  "Assigned
         Accounts Receivable");

                  (d) INTELLECTUAL  PROPERTY RIGHTS. To the extent assignable by
         Seller, all patents, trademarks (including service marks and common law
         trademarks),  trade names,  trade dress,  copyrights,  copyrighted  and
         copyrightable  subject  matter,  data bases,  discoveries,  inventions,
         licenses,  software  (including software developed or under development
         by or for Seller and all object codes,  source codes and  architecture,
         design, system and other related documentation,  including the Delahaye
         D2 System and the Delahaye CCA System,  which have been  outsourced  to
         Net Solutions  Europe,  Compass,  Delahaye  Reputation  Index, LORE and
         Smart  Monitoring),  technology,  trade secrets and other  confidential
         information and  intellectual and similar  intangible  property rights,
         regardless  of  whether  patentable  (or  otherwise  subject to legally
         enforceable  restrictions  or protections  against  unauthorized  third
         party  usage),   and  any  and  all  applications  for  and  divisions,
         extensions  and  reissuances  of any of the  foregoing  and any  rights
         therein,  which are in each case  exclusively used in the conduct of or
         are otherwise  exclusively  related to the US Delahaye Business and are
         in each case listed on Schedule  1.1(d),  including  but not limited to
         the name "Delahaye" and all of Seller's rights,  title and interests in
         and to the  intellectual  and intangible  property rights  described on
         Schedule 1.1(d) (collectively, "Intellectual Property Rights");

                  (e) PREPAID  EXPENSES  AND  DEPOSITS.  All  advance  payments,
         deposits,  prepaid  expenses,  surety accounts and other similar assets
         relating  to the US  Delahaye  Business,  including  but not limited to
         prepaid deposits with suppliers and utilities;

                  (f) PURCHASE AND SALE ORDERS.  All unfilled  purchase and sale
         orders  relating to the US Delahaye  Business and issued or accepted by
         Seller  in  the  ordinary  course  of  business  consistent  with  past
         practice;


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                  (g) RIGHTS UNDER CONFIDENTIALITY AGREEMENTS AND WARRANTIES. On
         a  nonexclusive  basis and to the  extent  assignable  by  Seller,  all
         rights, claims and benefits of Seller in, to and under (i) any employee
         confidentiality  agreements entered into by Seller, and confidentiality
         or secrecy  agreements  entered into by Seller with third  parties that
         relate to the use or  disclosure  of  information,  in each case to the
         extent concerning or otherwise specifically relating to the US Delahaye
         Business or any of the Acquired Assets subsequent to the Closing and in
         effect as of the date of this Agreement and (ii) any express or implied
         warranties  from  the  suppliers  of goods or  services  to the  extent
         specifically relating to the US Delahaye Business for periods after the
         Closing, including any coverage rights under product liability or other
         insurance  maintained  by any of  such  suppliers  for the  benefit  of
         Seller;

                  (h)  PERMITS.  To  the  extent  transferable,   all  licenses,
         permits,  approvals,  consents,  waivers and  variances  (collectively,
         "Permits")  issued by any foreign or domestic  federal,  state or local
         governmental  entity  or  subdivision  thereof  or any  court  or other
         governmental agency, authority,  board, bureau, commission,  department
         or   instrumentality    (collectively,    "Governmental   Authorities")
         specifically  relating  to the US  Delahaye  Business  and  used  in or
         necessary to the operation of the US Delahaye Business;

                  (i)  CUSTOMER  LIST.  A list of all  Persons  (as  hereinafter
         defined)  to whom or to  which  the US  Delahaye  Business  has sold or
         otherwise  furnished  services at any time during the three-year period
         ending on the Closing Date;

                  (j)  CONTRACTS.   All  rights,  claims,   benefits  and  other
         interests of Seller in, to and under all oral and written contracts and
         other agreements,  commitments and undertakings that exclusively relate
         to the US Delahaye  Business or any of the  Acquired  Assets or Assumed
         Liabilities  (as  hereinafter  defined) and are listed and described on
         Schedule 1.1(j) (collectively, "Assigned Contracts"), including but not
         limited to any claims and  indemnification  rights that Seller may have
         against a third party under any Assigned Contract or any other Contract
         (as hereinafter  defined)  relating to the acquisition by Seller of any
         of the Acquired Assets;

                  (k) CATALOGS AND  ADVERTISING  MATERIALS.  All promotional and
         advertising  materials  to the extent  specifically  relating to the US
         Delahaye   Business,   including  but  not  limited  to  all  catalogs,
         brochures, handbooks, manuals and other such materials;

                  (l) BUSINESS RECORDS. Subject to Section 8.3(c), all books and
         records  specifically  relating to the US Delahaye Business,  including
         but not limited to all forms, files, employment records, correspondence
         and invoices,  all technical,  procedural and accounting  manuals,  all
         summaries,  studies,  reports,  projections  and analyses and all other
         books and records specifically  relating to the US Delahaye Business or
         any of the Acquired Assets or Assumed Liabilities, and any confidential
         information  specifically relating to the US Delahaye Business that has
         been reduced to writing or stored electronically or otherwise, provided
         that Seller  shall be  entitled to retain  copies of all such books and
         records; and


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                  (m)  GOODWILL.  The goodwill of the US Delahaye  Business as a
         going concern.

                  1.2 RETAINED ASSETS.  Notwithstanding  anything in Section 1.1
to the  contrary,  the following  assets shall be retained by Seller,  and Buyer
shall not be  obligated  to purchase or acquire or deemed to have  purchased  or
acquired any interest  whatsoever in any of the following assets  (collectively,
"Retained Assets"):

                  (a) CASH AND CASH EQUIVALENTS.  All cash, cash equivalents and
         marketable  securities,  including  cash  in  transit  and  cash,  cash
         equivalents and marketable  securities in lock boxes or on deposit with
         or otherwise held by any financial institution;

                  (b) EMPLOYEE  PLAN ASSETS.  All rights and interests of Seller
         under,  and any  funds and  other  property  held in any trust or other
         funding  vehicle  pursuant to, any "employee  benefit plan" (within the
         meaning of Section 3(3) of the Employee  Retirement Income Security Act
         of 1974,  as amended  ("ERISA"))  or any other bonus,  stock  purchase,
         stock option,  stock  appreciation,  termination,  severance,  lay-off,
         leave of  absence,  disability,  insurance,  pension,  profit  sharing,
         retirement,  vacation or holiday pay,  workers  compensation,  deferred
         compensation  or other employee or welfare  benefit plan,  agreement or
         arrangement  of Seller  applicable  to current or former  employees  of
         Seller (collectively, "Employee Plans");

                  (c)  EMPLOYMENT  CONTRACTS.  Except as  otherwise  provided in
         clause (i) of Section 1.1(g), all of the rights and interests of Seller
         under  any and all  Contracts  (other  than any  collective  bargaining
         agreement(s))  relating to the  employment  of any  employee of, or the
         engagement  of any  consultant  to, Seller  (collectively,  "Employment
         Contracts")  (it being  understood  that Seller will also retain all of
         its rights to enforce any employee  confidentiality  agreements entered
         into by Seller);

                  (d)  INSURANCE  POLICIES.  Subject  to clause  (ii) of Section
         1.1(g), all rights, claims,  benefits and other interests of Seller in,
         to and under any and all  insurance  policies  maintained by or for the
         benefit of Seller;

                  (e) NONASSIGNED CONTRACTS. Subject to Section 1.1(j) regarding
         claims and indemnification  rights that Seller may have against a third
         party under any Contract  relating to the  acquisition by Seller of any
         of the Acquired  Assets,  all of the rights and interests of Seller in,
         to or under any oral or written contract or other agreement, commitment
         or undertaking that is not set forth on Schedule 1.1(j),  including the
         real property  leases relating to the Norwalk  Premises  (collectively,
         "Nonassigned  Contracts,"  and together  with the  Assigned  Contracts,
         "Contracts");

                  (f) CORPORATE  RECORDS.  Seller's minute books, stock transfer
         books and stock ledger and corporate seal;

                  (g) TAX REFUNDS.  Any tax refunds relating to periods prior to
         the Closing Date;


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<PAGE>

                  (h) NONASSIGNED ACCOUNTS  RECEIVABLE.  The accounts receivable
         from parties that had ceased to be active  customers of the US Delahaye
         Business prior to the Closing, which are listed on Schedule 1.2(h).

                  (i) ASSETS  RELATING TO RETAINED  ASSETS OR  LIABILITIES.  The
         rights of Seller in, to and under any contracts or agreements,  and all
         claims, rights and causes of actions,  related to any Retained Asset or
         Retained Liability; and

                  (j) OTHER  ASSETS.  Any and all  assets,  properties,  rights,
         claims and  businesses  not  specifically  relating  to the US Delahaye
         Business,  including  without  limitation  each of the assets listed on
         Schedule 1.2.

                  1.3 ASSIGNABILITY AND CONSENTS.

                  (a) REQUIRED  CONSENTS.  Schedule  1.3(a) sets forth a list of
all  Acquired  Assets  (including  Permits  and  Assigned  Contracts)  that  are
nonassignable  or  nontransferable  or cannot be subleased to Buyer  without the
consent of some other individual, association, corporation, joint stock company,
joint venture,  limited liability  company,  partnership,  trust or Governmental
Authority or other entity or enterprise (collectively, "Persons"). Except as set
forth on Schedule  1.3(a),  Seller (i) has commenced and shall continue to take,
or cause to be taken  by  others,  reasonable  actions  required  to  obtain  or
satisfy,   at  the  earliest   practicable   date,   all  consents,   approvals,
authorizations,  novations,  requirements  (including  filing  and  registration
requirements), waivers and agreements (collectively, "Consents") from any Person
or Persons necessary to authorize, approve or permit the full and complete sale,
assignment,  transfer,  conveyance  or sublease of the  Acquired  Assets (or any
interest  therein)  and  to  consummate  and  make  effective  the  transactions
contemplated  by this Agreement and (ii) after the Closing Date,  shall continue
to make reasonable  efforts to facilitate the full and  expeditious  transfer of
legal title to the Acquired Assets (or any interest  therein) in accordance with
this Agreement (it being understood,  however, that Seller shall not be required
to pay any fees or other sums of money to obtain such Consents,  except any such
fees and  other  sums of  money as shall  have  become  due and  payable  in the
ordinary course of business prior to the Closing Date).

                  (b)  NONASSIGNABLE  ASSETS.  Anything in this Agreement to the
contrary  notwithstanding,  this Agreement  shall not constitute an Agreement to
sell,  assign,  transfer,  convey or sublease any Acquired Asset,  including any
Permit and any Assigned Contract,  if an attempted sale,  assignment,  transfer,
conveyance or sublease  thereof without the Consent of another Person or Persons
would constitute a breach of, or in any way affect the rights of Seller or Buyer
with respect to, such Acquired  Asset (any such Acquired Asset being referred to
as a  "Nonassignable  Asset").  Except as set forth on Schedule  1.3(a),  Seller
shall use its reasonable  efforts,  and Buyer shall cooperate with Seller in all
reasonable  respects,  to obtain and  satisfy  all  Consents  and to resolve all
impracticalities of sale, assignment, transfer, conveyance or sublease necessary
to sell, assign,  transfer,  convey or sublease any and all Nonassignable Assets
(or  any  interest   therein)  in  accordance  with  this  Agreement  (it  being
understood,  however, that Seller shall not be required to pay any fees or other
sums of money to obtain  such  Consents,  except any such fees and other sums of
money as shall have  become due and payable in the  ordinary  course of business
prior to the Closing Date).  If any such Consents are not obtained and satisfied
or if an attempted sale, assignment,  transfer,  conveyance or sublease would be


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<PAGE>

ineffective,  Seller and any appropriate Affiliate or Affiliates of Seller shall
at  the  Closing  enter  into  such  arrangements   (including  related  written
agreements)  as Buyer may  reasonably  request  in order to provide to Buyer the
benefit of any and all such  Nonassignable  Assets (it being understood that any
such  arrangement  may  include  obligations  imposed  on  Seller  and any  such
Affiliate or  Affiliates  to promptly pay to Buyer when  received all monies and
other items of value received by Seller and any of such Affiliates under any and
all such Nonassignable Assets).

              ARTICLE II. ASSIGNMENT AND ASSUMPTION OF LIABILITIES

                  2.1 ASSUMPTION OF LIABILITIES. At the Closing but effective as
of the Effective Time, Buyer shall assume, and shall thereafter pay, perform and
discharge as and when due the following (collectively, "Assumed Liabilities"):

                  (a) ASSIGNED  CONTRACTS.  The  liabilities  and obligations of
         Seller arising under the terms of Assigned Contracts to the extent that
         such liabilities and obligations arise or accrue after the Closing Date
         in the ordinary and normal course of business and  consistent  with the
         representations,  warranties,  covenants  and  agreements of Seller set
         forth in this  Agreement,  provided  that Buyer  shall not assume or be
         liable or otherwise  responsible  for any such  liability or obligation
         that arises or results directly from any breach or default by Seller of
         such Assigned  Contracts prior to the Closing Date (it being understood
         that all such liabilities and obligations that arise or result directly
         from breaches by Seller of, or defaults by Seller  under,  the Assigned
         Contracts  prior  to  the  Closing  Date  shall   constitute   Retained
         Liabilities (as hereinafter defined));

                  (b) BALANCE SHEET OBLIGATIONS. All liabilities and obligations
         of Seller  reflected  or reserved  against on the  Pre-Closing  Balance
         Sheet (as hereinafter defined), as such liabilities and obligations are
         modified or changed between the Pre-Closing  Balance Sheet Date and the
         Closing Date in the ordinary  course of business  without  violation of
         Section 5.1(p) below;

                  (c) UNFILLED ORDERS. All liabilities and obligations of Seller
         in respect of  unfilled  purchase  and sale  orders  relating to the US
         Delahaye  Business  and  arising  in the  ordinary  course of  business
         without violation of Section 5.1(p) below; and

                  (d)  EMPLOYEE   OBLIGATIONS.   The  severance  obligations  to
         employees of Seller specifically assumed by Buyer under Section 8.3(b).

                  2.2 RETAINED  LIABILITIES.  Except as provided in Section 2.1,
Seller shall retain, and Buyer shall not assume or be responsible or liable for,
any  liabilities  or  obligations  of Seller,  whether known or unknown,  fixed,
contingent or otherwise (collectively,  "Retained  Liabilities"),  including but
not limited to the following:

                  (a)  LIABILITIES  RELATING  TO SALE OF  ACQUIRED  ASSETS.  All
         liabilities  and  obligations  of Seller or any of its  Affiliates,  or
         their  respective  shareholders,   directors,  officers,  employees  or
         agents,  arising out of or otherwise  relating to this Agreement or the
         transactions  contemplated  hereby,  whether  incurred  on or before or
         after the Closing  Date,  including  but not limited to all finder's or


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<PAGE>

         broker's  fees and  expenses  and any and all fees and  expenses of any
         attorneys,  accountants or other professionals retained by or on behalf
         of Seller or any of its Affiliates;

                  (b) LIABILITIES  RELATING TO RETAINED ASSETS.  All liabilities
         and obligations relating to, or based on events or conditions occurring
         or existing in  connection  with or arising out of, any and all assets,
         properties,  rights and interests  that are not being acquired by Buyer
         hereunder, including but not limited to the Retained Assets;

                  (c)  EMPLOYEE-RELATED  LIABILITIES.  Except  as set  forth  in
         Section  8.3(b),  all liabilities and obligations to any persons at any
         time employed by Seller or any of its  Affiliates  or their  respective
         predecessors-in-interest,   or  to  the  spouses,   children  or  other
         dependents or beneficiaries of any such persons, with respect to events
         or  circumstances  occurring  or  existing  at any  time  prior  to the
         Closing, whenever such claims mature or are asserted, including but not
         limited  to all  liabilities  and  obligations  arising  (i)  under any
         Employee Plans,  (ii) under any employment,  wage or hour  restriction,
         discrimination,  equal  opportunity,  immigration and naturalization or
         plant  closing  laws,  (iii)  under  any  collective  bargaining  laws,
         agreements or  arrangements,  and (iv) in connection  with any workers'
         compensation  or any other  employee  accident,  disability,  health or
         safety claims;

                  (d)  ENVIRONMENTAL,   HEALTH  AND  SAFETY   LIABILITIES.   All
         liabilities and obligations relating to the US Delahaye Business or any
         assets  (including  Acquired Assets),  properties,  rights or interests
         associated  with the US  Delahaye  Business  at any  time  prior to the
         Closing  Date and based on events or  conditions  occurring or existing
         prior to the  Closing  Date and  arising  out of or relating to (i) any
         dispute  relating to services  rendered,  including  but not limited to
         claims for refunds, (ii) claims relating to the environment or employee
         health  and  safety,   including  claims  relating  to  damage  to  the
         environment,  the storage, handling or disposal of hazardous materials,
         substances or waste, or the death,  disease,  injury or sickness of any
         person,  or (iii)  noncompliance  with any Laws  relating to any of the
         foregoing;

                  (e) LITIGATION.  All  liabilities and obligations  relating to
         any litigation, action, claim, investigation, suit or other proceeding,
         pending on the date of this  Agreement or commenced  hereafter,  to the
         extent that such  liabilities or  obligations  arise directly out of or
         otherwise  relate  directly  to (i) the  operation  of the US  Delahaye
         Business by Seller or any of its Affiliates or any of their  respective
         predecessors-in-interest   prior  to  the  Closing  Date  or  (ii)  the
         ownership,  possession,  use, operation or sale or other disposition of
         any assets (including Acquired Assets), properties, rights or interests
         associated with the US Delahaye Business prior to the Closing Date;

                  (f) TAXES. All liabilities and obligations of Seller or any of
         its Affiliates or any of their respective  predecessors-in-interest for
         any Taxes (as hereinafter defined) due or becoming due by reason of the
         conduct of the US Delahaye  Business  prior to the Effective  Time, the
         ownership,  possession,  use, operation or sale or other disposition of
         any assets (including Acquired Assets), properties, rights or interests
         associated with the US Delahaye Business,  including but not limited to
         (i) Taxes  attributable to employee  withholding tax obligations,  (ii)
         Taxes  imposed on or accruing as a result of the  purchase  and sale of


                                       7
<PAGE>

         the  Acquired  Assets  pursuant  to this  Agreement,  and  (iii)  Taxes
         attributable  to or resulting from recapture of  depreciation  or other
         tax benefit  items or otherwise  arising from or relating to any of the
         transactions contemplated by this Agreement;

                  (g)  SHUTDOWN  COSTS.  Subject to Buyer's  fulfillment  of its
         obligations  under  Section  8.3(b),  any  liabilities  or  obligations
         relating  to,  or based in whole  or in part on  events  or  conditions
         occurring  or  existing  in  connection  with or  arising  out of,  the
         shutdown of any of the operations and facilities  utilized by Seller in
         connection  with  the  US  Delahaye  Business  or  otherwise  as of the
         Effective  Time,  including but not limited to any action that could be
         construed  as a "plant  closing"  or "mass  layoff" (as those terms are
         defined in the Worker  Adjustment and Retraining  Notification  Act, 29
         U.S.C. ss.ss. 2101-2109 ("WARN")), or any "employment loss" (as defined
         in WARN)  that any  employee  of  Seller or any of its  Affiliates  may
         suffer or may be deemed to suffer; and

                  (h) POST-CLOSING LIABILITIES.  All liabilities and obligations
         first  incurred  by  Seller  or  its  Affiliates  or  their  respective
         shareholders,  directors,  officers,  employees  or  agents  after  the
         Closing Date and not relating to (i) any of the Assumed  Liabilities or
         (ii) the  operation  of the US  Delahaye  Business  by Buyer  after the
         Closing.

                          ARTICLE III. PURCHASE PRICE

                  3.1 PAYMENTS AND HOLDBACK.  Subject to the Holdback  described
in subsection (b) of this Section 3.1 and subject to adjustment  pursuant to the
provisions of subsection  (c) of this Section 3.1 and reduction  pursuant to the
provisions of  subsection  (d) of this Section 3.1,  Buyer shall pay  $6,350,000
("Unadjusted Purchase Price," and as so adjusted and reduced, "Adjusted Purchase
Price") in consideration for the transfer of the Acquired Assets, as follows:

                  (a) CLOSING DATE PAYMENT. On the Closing Date, Buyer shall pay
         to Seller $6,050,000 ("Closing Date Payment").

                  (b) HOLDBACK.  $300,000 of the Unadjusted Purchase Price shall
         be  withheld  by  Buyer  (such   $300,000  being  referred  to  as  the
         "Holdback")  as security for any payment to be made by Seller  pursuant
         to Section  3.1(c)(ii) and Seller's  indemnification  obligations under
         Section 9.2 and shall be paid in accordance with Section 3.1(d).

                  (c)  POST-CLOSING  ADJUSTMENT.  Within five days following the
         delivery of the Preliminary  Closing Date Balance Sheet (as hereinafter
         defined)  pursuant to Section  8.4(a),  if the  "working  capital"  (as
         hereinafter  defined)  of  the  Combined  Delahaye  Business  as of the
         Closing  Date,  as  reflected on the  Preliminary  Closing Date Balance
         Sheet  ("Preliminary  Closing Date Working Capital"),  exceeds $965,000
         ("Target  Working  Capital"),  Buyer  shall pay to  Seller  cash in the
         amount equal to such excess ("Initial Working Capital Excess").  Within
         five days following the determination of the Final Closing Date Balance
         Sheet (as hereinafter defined) pursuant to Section 8.4(b):

                           (i) Additional Working Capital Excess. If the working
         capital of the Combined  Delahaye  Business as of the Closing  Date, as
         reflected on the Final Closing Date Balance Sheet ("Final  Closing Date


                                       8
<PAGE>

         Working Capital"),  exceeds Target Working Capital,  Buyer shall pay to
         Seller cash in the amount equal to the amount of such excess,  less the
         amount of any Initial Working Capital Excess; or

                           (ii) Working Capital Shortfall. If the Target Working
         Capital  exceeds the Final Closing Date Working  Capital,  Seller shall
         pay to Buyer  cash in the  amount  equal to such  excess (to the extent
         such amount is not applied against the Holdback as described in Section
         3.1(d)).

         For the  purposes  of this  Agreement,  the  Preliminary  Closing  Date
         Balance  Sheet and the  Final  Closing  Date  Balance  Sheet,  "working
         capital"  shall mean the amount  equal to the  remainder of the current
         assets  (excluding  Cash) of the Combined  Delahaye  Business as of the
         Closing Date,  minus the current  liabilities of the Combined  Delahaye
         Business as of the Closing Date, and Closing Date Working Capital shall
         include only such Assigned Accounts Receivable (which, for the purposes
         of this  Section  3.1(c),  shall also  include  the  Assigned  Accounts
         Receivable under the UK Agreement) as are actually collected during the
         180 days immediately following the Closing Date and shall be calculated
         without regard to any bad debt reserve.

                  (d)  HOLDBACK   PAYMENTS.   Within  five  days  following  the
         determination  of the Final  Closing  Date  Balance  Sheet  pursuant to
         Section 8.4, Buyer shall pay to Seller the amount equal to the positive
         remainder,  if any, of (i) the  Holdback  minus (ii) the sum of (1) the
         amount  of any  payment  to be  made  by  Seller  pursuant  to  Section
         3.1(c)(ii), (2) the aggregate amount of all Liabilities (as hereinafter
         defined)  for  which  Buyer  shall  have been  theretofore  indemnified
         pursuant  to  Section  9.2 and not  otherwise  paid by Seller and (3) a
         reasonable  reserve,  as determined by Buyer in good faith, for any and
         all then outstanding  indemnifiable  claims under Section 9.2 for which
         notice shall have been given during the 180 days immediately  following
         the  Closing  Date.   Thereafter,   upon   settlement  or  other  final
         disposition of any and all such  outstanding  claims in accordance with
         this  Agreement,  any amounts owing to Buyer pursuant to the settlement
         or other final  disposition of such claims shall be charged against the
         Holdback,  and Buyer shall then pay to Seller any remaining  portion of
         the Holdback.  Any payment to be made  pursuant to this Section  3.1(d)
         shall include simple interest on the amount of such payment at the rate
         of five  percent per annum from the Closing Date to the date of payment
         of such amount.

                  3.2 METHOD OF PAYMENT. Payments to be made pursuant to Section
3.1  shall be made by bank  wire  transfer  of  immediately  available  funds as
follows:

                  (a) PAYMENTS BY BUYER TO SELLER.  The Closing Date Payment and
         any and all other  payments  to be made by Buyer to Seller  pursuant to
         Section  3.1(c)(i)  and  Section  3.1(d)  shall be made to the  account
         designated by Seller to Buyer in writing; and

                  (b)  PAYMENT  BY SELLER TO BUYER.  Any  payment  to be made by
         Seller to Buyer  pursuant  to Section  3.1(c)(ii)  shall be made to the
         account designated by Buyer to Seller in writing.


                                       9
<PAGE>

                  3.3 PURCHASE  PRICE  ALLOCATION.  The Adjusted  Purchase Price
represents  the amount agreed upon by the parties to be the  aggregate  value of
the  Acquired  Assets  and  shall be  allocated  among  the  Acquired  Assets in
accordance with their respective values,  which the parties have agreed shall be
as set forth on  Schedule  3.3 (as  modified  to  reflect  any  adjustments  and
reductions pursuant to Section 3.1(c) and Section 3.1(d), respectively). Each of
the parties shall report the purchase and sale of the Acquired Assets, including
but not  limited to in all Tax (as  hereinafter  defined)  returns  and  reports
prepared  and filed by or for  Buyer or Seller  (including  but not  limited  to
Internal Revenue Service Form 8594), in accordance with the allocation described
in this Section 3.3.

                              ARTICLE IV. CLOSING

                  4.1 GENERAL.  As used in this  Agreement,  the "Closing" means
the time at which  Buyer and  Seller  consummate  the  purchase  and sale of the
Acquired Assets,  and the assignment and assumption of the Assumed  Liabilities,
by executing and delivering this Agreement and the other documents,  instruments
and agreements to be executed and delivered by Buyer and Seller pursuant to this
Agreement. The Closing shall occur on the Closing Date; provided,  however, that
legal and equitable  title and risk of loss with respect to the Acquired  Assets
shall be deemed to pass from Seller to Buyer,  and the  transfer of the Acquired
Assets from Seller to Buyer and the  transfer  of the Assumed  Liabilities  from
Seller  to Buyer  shall  be  deemed  effective  for Tax,  accounting  and  other
computational  purposes,  at 11:59 PM (New York, New York,  time) on the Closing
Date ("Effective Time").

                  4.2 DOCUMENTS TO BE DELIVERED BY SELLER. At the Closing and as
a condition thereof,  Seller shall deliver to Buyer,  unless otherwise waived by
Buyer:

                  (a) copies of the  resolutions  of Seller's board of directors
         authorizing and approving this Agreement and all transactions and other
         documents,  instruments and agreements  contemplated  hereby, a copy of
         Seller's certificate of incorporation, as certified by the Secretary of
         State of  Delaware  as of a date not  more  than ten days  prior to the
         Closing Date, and a copy of Seller's bylaws,  as certified in each case
         by a duly authorized officer of Seller to be true, correct and complete
         and in full force and effect and unmodified as of the Closing Date;

                  (b) a bill of  sale  transferring  the  Acquired  Assets  from
         Seller to Buyer, free and clear of any and all liens, equities, claims,
         prior assignments,  mortgages,  charges,  security interests,  pledges,
         conditional sales contracts, collateral security arrangements and other
         title retention arrangements,  restrictions and encumbrances whatsoever
         (collectively,   "Liens"),   except  Permitted  Liens  (as  hereinafter
         defined);

                  (c) except as otherwise set forth in Schedule  1.3(a),  copies
         of all  Consents to the  transfer,  assignment  or sublease to Buyer of
         each Acquired Asset  (including but not limited to Permits and Assigned
         Contracts) that requires such Consent;

                  (d)  instruments  of  assignment  by  Seller  to  Buyer of all
         trademarks, trade names, service marks, patents and copyrights (and all


                                       10
<PAGE>

         applications  for,  and  extensions  and  reissuances  of,  any  of the
         foregoing and rights therein) identified on Schedule 1.1(d) hereto;

                  (e) good  standing  certificates  for Seller from the State of
         Delaware  and from the  appropriate  Governmental  Authorities  in each
         jurisdiction  in which  Seller is qualified to do business as a foreign
         corporation  with respect to the conduct of activities  relating to the
         US Delahaye Business or the ownership,  possession, use or operation of
         any of the Acquired  Assets,  dated in each case not more than ten days
         prior to the Closing Date;

                  (f)  releases,   including  but  not  limited  to  termination
         statements   under  the  Uniform   Commercial  Code  of  any  financing
         statements  filed against any Acquired  Assets,  evidencing  discharge,
         removal and termination of all Liens (except  Permitted Liens) to which
         the Acquired  Assets are subject,  which shall be effective at or prior
         to the Closing;

                  (g) employment agreements between Buyer and each of Kay Brown,
         Wayne Bullock and Mark Weiner in the forms  attached  hereto as Exhibit
         A,  Exhibit B and Exhibit C,  respectively  (collectively,  "Employment
         Agreements"), duly executed by Messrs. Brown, Bullock and Weiner;

                  (h) sublease between Buyer and Seller for the Norwalk Premises
         in the form  attached  hereto as Exhibit D ("Norwalk  Sublease"),  duly
         executed on behalf of Seller;

                  (i) assignment and assumption of lease among Buyer, Seller and
         the landlord for the Portsmouth Premises in the form attached hereto as
         Exhibit E ("Portsmouth Lease Assignment"),  duly executed by Seller and
         the landlord;

                  (j) an exemption  certificate  described in Section 1445(b)(2)
         of the Internal Revenue Code of 1986, as amended ("Code"); and

                  (k)  such   other   deeds,   bills   of  sale,   endorsements,
         assignments,  affidavits and other good and  sufficient  instruments of
         sale,  assignment,  transfer  and  conveyance  in  form  and  substance
         satisfactory  to Buyer and its counsel,  as are required to effectively
         vest in Buyer good and  marketable  title in and to all of the Acquired
         Assets, free and clear of any and all Liens except Permitted Liens.

                  4.3 DOCUMENTS TO BE DELIVERED BY BUYER.  At the Closing and as
a condition thereof,  Buyer shall deliver to Seller,  unless otherwise waived by
Seller:

                  (a) a copy of the  resolutions  of Buyer's  board of directors
         authorizing and approving this Agreement and all transactions and other
         documents,  instruments and agreements  contemplated  hereby, a copy of
         Buyer's certificate of incorporation,  as certified by the Secretary of
         State of  Delaware  as of a date not  more  than ten days  prior to the
         Closing Date, and a copy of Buyer's  bylaws,  as certified in each case
         by a duly authorized  officer of Buyer to be true, correct and complete
         and in full force and effect and unmodified as of the Closing Date;


                                       11
<PAGE>

                  (b) good  standing  certificate  for  Buyer  from the State of
         Delaware, dated not more than ten days prior to the Closing Date;

                  (c) the  Employment  Agreements,  duly  executed  on behalf of
         Buyer;

                  (d) the Norwalk Sublease, duly executed on behalf of Buyer;

                  (e) the Portsmouth Lease  Assignment,  duly executed on behalf
         of Buyer; and

                  (f) the parent company guaranty in the form attached hereto as
         Exhibit F, duly executed on behalf of Observer.

                   ARTICLE V. REPRESENTATIONS AND WARRANTIES

                  5.1 REPRESENTATIONS AND WARRANTIES OF SELLER.  Subject only to
those  exceptions  and  qualifications  listed and  described  on the  Schedules
attached to this Agreement, Seller hereby represents and warrants to Buyer that,
unless otherwise indicated, as of the Closing Date:

                  (a) ORGANIZATION AND STANDING; POWER AND AUTHORITY.  Seller is
         a corporation  duly  organized,  validly  existing and in good standing
         under the laws of the State of Delaware  and has full  corporate  power
         and authority to operate the US Delahaye Business,  to own or lease the
         Acquired  Assets,  to carry on the US  Delahaye  Business  as it is now
         being  conducted,  and to enter into and perform this Agreement and the
         transactions and other agreements and instruments  contemplated by this
         Agreement.  Seller is the only business enterprise, firm or corporation
         through  which the US Delahaye  Business is  conducted,  or which owns,
         leases or uses assets  related to the US Delahaye  Business.  Seller is
         duly qualified or licensed to do business as a foreign  corporation and
         is in good  standing in each  jurisdiction  in which the  ownership  or
         lease  of the  Acquired  Assets  or the  operation  of the US  Delahaye
         Business  requires  such  qualification,  except  where the  failure to
         obtain such  qualification  or license to do business  would not have a
         materially adverse effect on the US Delahaye  Business.  This Agreement
         and  each  of  the  other  agreements  and  instruments   executed  and
         delivered,  or to be executed and  delivered,  in  connection  herewith
         (collectively,  "Transaction  Documents") by Seller have been (or, upon
         execution  thereof,  will be)  duly  executed  and  delivered  by,  and
         constitute (or, upon execution thereof,  will constitute) the valid and
         binding  obligations  of, Seller,  enforceable in accordance with their
         respective  terms.  This  Agreement  and  the  transactions  and  other
         agreements and instruments  contemplated hereby have been duly approved
         by the board of directors of Seller.

                  (b) CONFLICTS  AND  DEFAULTS.  Except as set forth on Schedule
         5.1(b),  neither the execution  and delivery of this  Agreement and the
         other Transaction  Documents by Seller nor the performance by Seller of
         the  transactions  contemplated  hereby or  thereby  will (i)  violate,
         conflict  with, or constitute a default under any provision of Seller's
         certificate of  incorporation or bylaws or any provisions of, or result
         in the  acceleration  of any  obligation  under,  any  contract,  sales
         commitment,  license,  purchase order,  security  agreement,  mortgage,
         note,  deed, lien,  lease, or other instrument or agreement  (including
         but not limited to the Contracts), or any Law (as hereinafter defined),


                                       12
<PAGE>

         relating to the US Delahaye  Business or any of the Acquired  Assets or
         by which Seller or any of the Acquired Assets are bound, (ii) result in
         the creation or  imposition  of any Lien or other claim in favor of any
         third Person against any of the Acquired  Assets,  (iii)  constitute an
         event that,  after  notice or passage of time or both,  would result in
         any such violation,  conflict,  default (except defaults that would not
         individually  or in the  aggregate  have a  material  adverse  effect),
         acceleration,  or creation or  imposition of any Lien or other claim or
         (iv) constitute an event that, after notice or passage of time or both,
         would create,  or cause to be exercisable or  enforceable,  any option,
         agreement or right of any kind to purchase any of the Acquired  Assets.
         Except as set forth on Schedule 1.3(a),  no Consent will be required to
         be  obtained  or  satisfied  for the  continued  performance  by  Buyer
         following the Closing of any Assigned Contract.

                  (c)  ACQUIRED  ASSETS;  TITLE TO ACQUIRED  ASSETS.  Except for
         general corporate assets of Seller pertaining to Seller's businesses as
         a whole or as set forth on Schedule 5.1(c), the Acquired Assets are the
         only  assets,  properties,  rights  and  interests  used by  Seller  in
         connection  with the US Delahaye  Business  and  constitute  all of the
         assets,  properties,  rights and interests  necessary to conduct the US
         Delahaye  Business in  substantially  the same manner as  conducted  by
         Seller  prior to the  Closing  Date.  Except as set  forth on  Schedule
         5.1(c),  none of the fixed assets  included in the Acquired Assets have
         any  defects  or are in need  of  maintenance  or  repair,  except  for
         ordinary wear and tear and ordinary,  routine  maintenance  and repairs
         that are not  material in nature or cost.  Seller has good,  marketable
         and  exclusive  title  to,  and the  valid  and  enforceable  power and
         unqualified  right to use and  transfer to Buyer,  each of the Acquired
         Assets,  whether located at Seller's facilities or at the facilities of
         Seller's  customers or suppliers,  and the Acquired Assets are free and
         clear of all Liens and other claims of any nature and kind  whatsoever,
         except   Permitted   Liens.   The   consummation  of  the  transactions
         contemplated by this Agreement will not adversely  affect such title or
         rights or any terms of the applicable  agreements creating,  evidencing
         or  granting  such  title or  rights.  Except as set forth on  Schedule
         5.1(c),  none of the  Acquired  Assets are subject to or held under any
         lease,  mortgage,  security  agreement,  conditional  sales contract or
         other  title  retention  agreement  or  are  other  than  in  the  sole
         possession  and under the sole control of Seller.  Seller has the right
         under validly  existing  leases to use and occupy or otherwise  possess
         and control all  properties and assets leased by it and included in the
         Acquired  Assets.  The delivery to Buyer of the instruments of transfer
         contemplated by this Agreement will vest in Buyer good,  marketable and
         exclusive  title to (or,  in the case of  Acquired  Assets not owned by
         Seller,  the full right to use and possess) the Acquired  Assets,  free
         and  clear  of all  Liens  and  other  claims  of any  nature  and kind
         whatsoever,  except for (i) current real or personal property Taxes (as
         hereinafter  defined) or other governmental  charges or levies that are
         Liens  but  are  not yet due and  payable,  (ii)  Liens  securing  rent
         payments and other  obligations under leases pursuant to which Acquired
         Assets are leased by Seller from a third-party  vendor or other lessor,
         provided  that Seller is not  delinquent  or  otherwise in default with
         respect to such payment or other  obligations,  and (iii) Liens arising
         or  deposits  made in the  ordinary  course  of  business  pursuant  to
         workers'  compensation,  unemployment  insurance,  social  security and
         other similar Laws (the Liens described in clauses (i) through (iii) of
         this Section 5.1(c) being referred to as "Permitted Liens").


                                       13
<PAGE>

                  (d)  CONTRACTS.  Schedule  5.1(d)  contains a complete list or
         description  of (i)  each  Contract  that  relates  to the US  Delahaye
         Business or any of the Acquired  Assets or Assumed  Liabilities and (1)
         involves  future payments in excess of $25,000 in the aggregate or will
         remain  in effect  for a period of more than 90 days  after the date of
         this  Agreement  and cannot be canceled  by Seller at any time  without
         further  payment  or  penalty,  (2)  is a  loan  or  credit  agreement,
         guaranty,  indenture,  mortgage,  pledge,  security  agreement or other
         instrument or agreement  evidencing  indebtedness  of Seller,  (3) is a
         conditional  sale  or  other  title  retention   agreement,   equipment
         obligation or lease purchase  agreement  involving  future  payments in
         excess of  $25,000  in the  aggregate,  or (4) is  currently  in effect
         between  Seller and any director,  officer,  employee or consultant (or
         any group thereof) of or to Seller,  (ii) each Contract  between Seller
         and any salesman,  sales representative or selling agent or pursuant to
         which Seller  sells  services of the US Delahaye  Business,  (iii) each
         Contract  that  is a  noncompetition,  restrictive  covenant  or  other
         agreement that restricts Seller or any other Person from conducting the
         US Delahaye  Business anywhere in the world, (iv) each Contract that is
         otherwise material to the financial  condition,  results of operations,
         properties,   assets,  liabilities  or  business  of  the  US  Delahaye
         Business,  and (v) any power of attorney  given by Seller to any Person
         that relates  directly or  indirectly  in any way  whatsoever to the US
         Delahaye Business or any of the Acquired Assets or Assumed Liabilities.
         Seller has performed all material  obligations required to be performed
         by it to date under the Contracts,  and neither Seller nor, to Seller's
         knowledge,  any other party to any Contract has breached or  improperly
         terminated any Contract or is in default in any material  respect under
         any Contract,  and to Seller's knowledge,  there exists no condition or
         event that,  after notice or passage of time or both,  would constitute
         any  such  breach,   termination   or  default.   All  Contracts   with
         Governmental  Authorities  have been  performed  in  compliance  in all
         material  respects with all Laws  applicable to  contracting  with such
         Governmental Authorities. Each of the Contracts is a legal, binding and
         enforceable obligation of or against Seller and, to Seller's knowledge,
         is a legal, binding and enforceable  obligation of or against the other
         party or  parties  thereto.  Except  as set forth on  Schedule  5.1(d),
         Seller  has no  outstanding  Contracts  relating  to  the  US  Delahaye
         Business  that are not  cancelable  by it on  notice of 30 days or less
         without liability,  penalty or premium. To Seller's  knowledge,  Seller
         enjoys good working  relationships  under all of the Contracts relating
         to the US Delahaye Business.

                  (e) FINANCIAL  STATEMENTS.  Seller has heretofore delivered to
         Buyer the  unaudited  balance sheet of the Combined  Delahaye  Business
         ("Pre-Closing  Balance  Sheet") as of November  30, 2004  ("Pre-Closing
         Balance  Sheet  Date"),  and  the  unaudited  income  statement  of the
         Combined  Delahaye  Business as of the  Pre-Closing  Balance Sheet Date
         (together with the Pre-Closing Balance Sheet, "Financial  Statements").
         The Financial Statements are true, correct and complete in all material
         respects,  were  prepared  from the  books and  records  kept by Seller
         (which, for the purposes of this Section 5.1(e), shall also include the
         Seller  under  the  UK  Agreement),  and  fairly  present  the  assets,
         liabilities and financial position of the Combined Delahaye Business as
         of the  Pre-Closing  Balance Sheet Date in accordance with the internal
         accounting  practices  and  policies  of Seller  set forth on  Schedule
         5.1(e) ("Accounting  Practices").  Except as set forth in the Schedules
         delivered  pursuant to this  Agreement or the UK  Agreement,  since the
         Pre-Closing  Balance  Sheet Date,  there has been no  material  adverse
         change in the financial condition,  results of operations,  properties,


                                       14
<PAGE>

         assets,  liabilities or business of the Combined Delahaye Business, and
         to Seller's knowledge, there has not been any event or condition of any
         character  specific to the Combined  Delahaye  Business  that has or is
         likely to  materially  and adversely  affect the  financial  condition,
         results of operations,  properties,  assets, liabilities or business of
         the Combined Delahaye  Business.  The Financial  Statements reflect the
         revenue and costs and all of the real,  personal  and mixed  properties
         and assets that are  currently  used in  connection  with the  Combined
         Delahaye Business, except for inventory and other properties and assets
         (other than  capital  assets)  purchased or sold  consistent  with past
         practice and in the ordinary  and normal  course of business  since the
         Pre-Closing Balance Sheet Date.

                  (f)  LIABILITIES.   Seller  has  no  material  liabilities  or
         obligations  of  any  nature  whatsoever,  whether  absolute,  accrued,
         contingent or otherwise,  related to or connected  with the US Delahaye
         Business or any of the Acquired  Assets,  including  but not limited to
         liabilities  for Taxes,  forward or long-term  commitments  outside the
         ordinary and normal course of business,  or  unrealized or  anticipated
         losses from write-downs or write-offs of assets (including  inventories
         and accounts  receivable),  except for those (i) expressly reflected or
         reserved for on the Pre-Closing Balance Sheet, (ii) incurred or accrued
         since the  Pre-Closing  Balance Sheet Date  (including  liabilities and
         obligations  incurred or accrued under operating leases,  which are not
         reflected on the Pre-Closing  Balance Sheet) in the ordinary and normal
         course of business of the US Delahaye Business in transactions that are
         consistent  with  the   representations,   warranties,   covenants  and
         agreements  contained  in this  Agreement , (iii) set forth on Schedule
         5.1(f)  or (iv)  are not  required  under  GAAP to be  included  on the
         Pre-Closing Balance Sheet. To Seller's knowledge, there exists no event
         or  circumstance  that,  after  notice or passage  of time or both,  is
         reasonably   likely  to  create  any  other  material   obligations  or
         liabilities of Seller relating to the US Delahaye Business.

                  (g) ACCOUNTS  RECEIVABLE  AND ACCOUNTS  PAYABLE.  All Assigned
         Accounts  Receivable  represent sales actually made in the ordinary and
         normal  course  of  business.  To  Seller's  knowledge,  there  are  no
         counterclaims or setoffs against (or any basis therefor),  or any other
         matter or condition likely to interfere with full and timely collection
         of, any Assigned Accounts Receivable. Schedule 5.1(g) hereto sets forth
         an aged  listing  by  customer  of the  accounts  receivable  of the US
         Delahaye  Business that were outstanding as of the Pre-Closing  Balance
         Sheet Date.  Seller has not  experienced or suffered undue delay in its
         payment of its  accounts  payable and other  monetary  liabilities  and
         obligations.

                  (h) INVENTORIES. All Inventories are of a quality and quantity
         usable in the ordinary and normal course of business,  and there are no
         material  quantities  of  damaged or  obsolete  items or items of below
         standard quality included therein.  The value at which the Inventory is
         carried  on the  Pre-Closing  Balance  Sheet  is at cost  and  reflects
         write-offs or write-downs  for damaged or obsolete  items,  or items of
         below  standard  quality,   in  accordance  with  Seller's   historical
         inventory policy and practices,  a complete and accurate description of
         which is included in the  description of the  Accounting  Practices set


                                       15
<PAGE>

         forth in Schedule 5.1(e). None of the Inventory is excessive in kind or
         amount  in light of the  ordinary  and  normal  course of  conduct  and
         reasonably anticipated needs of the US Delahaye Business.

                  (i)  CUSTOMERS  AND  SUPPLIERS.  Seller is not involved in any
         material  dispute  with any of the  customers  or  suppliers  of the US
         Delahaye  Business.  The  Combined  Delahaye  Business  has not had any
         customer  who  accounted  for more than ten percent of the sales of the
         Combined  Delahaye  Business  during  the  twelve-month   period  ended
         September 30, 2004,  or any supplier  from whom it purchased  more than
         five  percent  of the  goods  or  services  purchased  by the  Combined
         Delahaye  Business during the  twelve-month  period ended September 30,
         2004.  All  business  placed  by any and all  directors,  officers  and
         employees of Seller with  respect to the US Delahaye  Business has been
         placed in the name of Seller,  and all amounts paid for services of the
         US  Delahaye  Business  or  otherwise  with  respect to the US Delahaye
         Business have been paid to and are the property of Seller.

                  (j)  LITIGATION.  Seller  is not  subject  to any order of, or
         written agreement or memorandum of understanding with, any Governmental
         Authority,  and there is no litigation,  action,  claim,  suit or other
         proceeding  pending or, to Seller's  knowledge,  threatened  against or
         adversely or otherwise affecting Seller, the US Delahaye Business,  any
         of the Acquired Assets or any of the transactions  contemplated by this
         Agreement,  including  but not limited to claims for  antitrust,  price
         discrimination,  unfair  competition  or other  liability or obligation
         relating to any of the  services of the US Delahaye  Business,  whether
         sold by Seller or any of its Affiliates,  and to Seller's knowledge, no
         Person has grounds to assert any such litigation,  action, claims, suit
         or other  proceeding.  Set forth on Schedule 5.1(j) is a description of
         (i) all  litigation,  actions,  claims,  suits  and  other  proceedings
         asserted, brought or, to Seller's knowledge,  threatened against Seller
         or any of its Affiliates in respect of the US Delahaye  Business during
         the two-year period preceding the Closing Date, including a description
         of the  outcome  or  present  status  thereof  and (ii) all  judgments,
         orders, decrees, writs or injunctions entered into by or against Seller
         or any of its Affiliates  with respect to the US Delahaye  Business and
         currently in effect.

                  (k)  LEGAL  COMPLIANCE.  The US  Delahaye  Business  has  been
         conducted,  the  Acquired  Assets  have been  maintained  and Seller is
         currently in  compliance in all material  respects with all  applicable
         statutes,  codes, ordinances,  rules, regulations,  judgments,  orders,
         decrees,  writs,   injunctions  and  other  laws  of  any  Governmental
         Authority (collectively, "Laws"), including but not limited to all Laws
         relating  to  antitrust,   consumer  protection,  civil  rights,  equal
         opportunity,  pensions and medical and other welfare  benefits,  except
         where the  failure  to comply  with such laws would not have a material
         adverse  effect on the US  Delahaye  Business or the  Acquired  Assets.
         Seller is not in default under,  and no event has occurred  that,  with
         notice or the passage of time or both,  could result in default  under,
         the terms of any  judgment,  order,  decree,  writ or injunction of any
         Governmental Authority relating to the US Delahaye Business.

                  (l)  INTELLECTUAL  PROPERTY.  Schedule  1.1(d)  sets  forth  a
         complete and correct list (with an  indication  of the record owner and
         identifying number) of all material  Intellectual  Property Rights that
         are directly or indirectly  owned or otherwise  controlled by Seller or
         any of its  Affiliates  and are or have  been used  exclusively  in the


                                       16
<PAGE>

         conduct of or otherwise relate  exclusively to the US Delahaye Business
         (other than off-the-shelf and click-through licenses of software),  and
         Schedule  5.1(j) sets forth a description of all  litigation,  actions,
         claims,  suits and other proceedings pending or, to Seller's knowledge,
         threatened  against  Seller within the two years  preceding the Closing
         Date, including a description of the outcome or present status thereof,
         relating to any Intellectual Property Rights that are or have been used
         in the  conduct of or  otherwise  relate to the US  Delahaye  Business.
         Except as set forth on  Schedule  5.1(l),  Seller is the sole owner and
         has the  exclusive  right to use,  free and  clear of any  restriction,
         payment or encumbrance,  all  Intellectual  Property Rights that are or
         have been used in the conduct of or otherwise relate to the US Delahaye
         Business  (other  than  off-the-shelf  and  click-through  licenses  of
         software).  No  claim or  demand  of any  Person  has  been  made  that
         challenges,  and  there are no  proceedings  pending  or,  to  Seller's
         knowledge,  threatened that challenge,  the rights of Seller in respect
         of any of the  Intellectual  Property Rights that are or have been used
         in the conduct of or otherwise relate to the US Delahaye  Business.  No
         Intellectual  Property Rights that are or have been used in the conduct
         of or  otherwise  relate  to  the  US  Delahaye  Business  (other  than
         off-the-shelf  and  click-through  licenses of software) are subject to
         any outstanding order,  ruling,  stipulation,  judgment or decree by or
         with any Governmental Authority or infringes or, to Seller's knowledge,
         is being  infringed  by  others  or is used by  others,  regardless  of
         whether  such use  constitutes  infringement.  All of the  Intellectual
         Property  Rights set forth on  Schedule  1.1(d)  that are  directly  or
         indirectly owned or otherwise controlled by an Affiliate of Seller have
         been duly and effectively transferred to Seller.

                  (m)  PERMITS.  Schedule  5.1(m)  contains a true,  correct and
         complete list of all Permits  issued to Seller that are currently  used
         by Seller in connection with the US Delahaye Business.  Seller has, and
         is in compliance in all material  respects  with,  all Permits that are
         necessary or required for the operation of the US Delahaye  Business as
         it is currently being operated,  and all such Permits are in full force
         and effect.

                  (n)  EMPLOYEE  RELATIONS;  COLLECTIVE  BARGAINING  AGREEMENTS.
         There are no  material  controversies,  including  strikes,  slowdowns,
         disputes  or  work  stoppages,   pending  or,  to  Seller's  knowledge,
         threatened  that involve any employees  employed in connection with the
         US Delahaye  Business.  Seller has  complied  and is  complying  in all
         material  respects with all Laws  relating to the  employment of labor,
         including but not limited to any provision  thereof  relating to wages,
         hours, collective bargaining,  employee health, safety and welfare, and
         the payment of social security and similar Taxes with respect to any of
         Seller's   employees  employed  in  connection  with  the  US  Delahaye
         Business,  except  where the failure to comply with such Laws would not
         have any  material  adverse  effect on the US Delahaye  Business or the
         Acquired Assets. Seller has not experienced any labor difficulties with
         respect to the employees  employed in  connection  with the US Delahaye
         Business,  including  but not  limited to  strikes,  slowdowns  or work
         stoppages,  within the  two-year  period  preceding  the Closing  Date.
         Seller is not a party to any  collective  bargaining or union  contract
         and,   to   Seller's   knowledge,   there   exists  no  current   union
         organizational  effort  with  respect  to  any  of  Seller's  employees
         employed in connection with the US Delahaye Business.


                                       17
<PAGE>

                  (o) EMPLOYEES AND EMPLOYEE  PLANS.  Schedule 5.1(o) contains a
         true, correct and complete list of (i) all employees of the US Delahaye
         Business,  including a description  of their  respective job titles and
         responsibilities and annual compensation (including salaries,  bonuses,
         consulting or directors'  fees and incentive or deferred  compensation)
         and (ii) all Employee  Plans and Employment  Contracts.  Neither Seller
         nor any officer, director, shareholder, employee or agent of Seller has
         taken any action directly or indirectly to obligate Seller to institute
         any Employee Plan  applicable to employees of the US Delahaye  Business
         other  than those  Employee  Plans set forth in  Schedule  5.1(o) or to
         amend  any  such  Employee  Plan.  Each  Employee  Plan  maintained  or
         contributed  to,  currently or in the past,  by Seller (or by any other
         corporation or trade or business the employees of which,  together with
         the  employees of Seller,  are required by any of the  provisions of or
         rules promulgated under ERISA or the Code to be treated as if they were
         employed by a single  employer)  that is a "group health plan" (as such
         term is defined in Section 5000(b)(1) of the Code) has been operated in
         compliance  in all material  respects  with the  continuation  coverage
         requirements  of Part 6 of  Subtitle B of Title I of ERISA and  Section
         4980B of the Code.

                  (p) CHANGES IN CIRCUMSTANCES. Except as otherwise set forth in
         Schedule 5.1(p),  since the Pre-Closing  Balance Sheet Date, Seller has
         not (i) sold,  transferred  or otherwise  disposed of any properties or
         assets used in connection  with the conduct of or otherwise  related to
         the US Delahaye  Business  other than in the ordinary and normal course
         of  business  and  consistent  with  past  practice,  (ii)  pledged  or
         subjected  to any Lien  (except a Permitted  Lien) any of the  Acquired
         Assets,  (iii)  conducted  the US Delahaye  Business  other than in the
         ordinary and normal course,  (iv) except for customary salary increases
         in the  ordinary  and normal  course of business  consistent  with past
         practice, granted any salary increase or bonus or permitted any advance
         to any employee of the US Delahaye Business,  instituted or granted any
         general  salary  increase to the employees or any group of employees of
         the US Delahaye Business or entered into any new, or altered or amended
         any  existing,  Employee  Plan or  Employment  Contract,  (v)  paid any
         liability  or  obligation  (fixed  or  contingent)  relating  to the US
         Delahaye  Business  other than in the  ordinary  and  normal  course of
         business,  discharged  or  satisfied  any  Lien on any of the  Acquired
         Assets  other than in the ordinary  and normal  course of business,  or
         settled any claim,  liability or suit pending or threatened against the
         US Delahaye  Business or any of the  Acquired  Assets,  (vi)  modified,
         amended,  canceled or terminated any Contracts under circumstances that
         could materially and adversely affect the financial condition,  results
         of operations, properties, assets, liabilities or business of Seller or
         the  US  Delahaye  Business,  (vii)  written  down  the  value  of  any
         inventory,  or written off as  uncollectible  all or any portion of any
         accounts receivable,  of the US Delahaye Business,  (viii) canceled any
         other  debts or claims,  or waived any rights,  with  respect to the US
         Delahaye Business or any of the Acquired Assets or Assumed Liabilities,
         (ix) paid,  incurred or accrued  any  management  or similar  fees with
         respect to the US Delahaye  Business,  (x)  suffered  any change in the
         financial  condition,  results  of  operations,   properties,   assets,
         liabilities or business of Seller or the US Delahaye  Business,  except
         for  ordinary and normal  changes in the ordinary and normal  course of
         business that have not individually or in the aggregate been materially
         adverse,  (xi)  made  any  material  change  in any  of its  accounting
         policies  or  practices,  or (xii)  agreed  or  obligated  itself to do
         anything identified in clauses (i) through (xi) of this Section 5.1(p).


                                       18
<PAGE>

                  (q) TAXES. Seller has prepared in good faith and duly filed or
         caused to be duly filed all Tax  returns  and  reports  required  to be
         filed by it with any  Governmental  Authority.  All  Taxes  owed to any
         Governmental  Authority  by Seller for periods  covered by such returns
         and reports, and all assessments,  claims, costs, demands, expenses and
         judgments connected therewith,  have been paid in full. Seller is not a
         party to any action or proceeding and, to Seller's  knowledge,  no such
         action or proceeding is  contemplated  or threatened for the assessment
         or collection of any Taxes,  and no outstanding  deficiency  notices or
         reports  have  been  received  by  Seller in  respect  of any Tax.  Any
         deficiency  asserted by the Internal Revenue Service as a result of its
         examination of federal income tax returns filed by Seller has been paid
         or  finally  settled,  and no issue  has been  raised  by the  Internal
         Revenue  Service in any such  examination  that, by  application of the
         same or similar principles, reasonably could be expected to result in a
         proposed deficiency for any other period not so examined.  There are no
         outstanding  agreements or waivers  extending  the statutory  period of
         limitation  applicable to any federal income tax return for any period.
         Seller has not filed with  regard to the  Acquired  Assets a consent to
         the  application of Section  341(f)(2) of the Code. For the purposes of
         this  Agreement,  "Tax" or  "Taxes"  means  all  foreign  and  domestic
         federal,  state  and local  income  (including  gross and net  income),
         property  (including  real  and  personal  property),  sales,  use,  ad
         valorem,  employment,   excise,  franchise,  gross  receipts,  license,
         occupation,  payroll,  premium,  profits (including  windfall profits),
         severance, stamp, transfer, withholding and other taxes, customs duties
         and  other  fees,  charges  or  assessments  of  any  kind  whatsoever,
         including any interest, penalties, additions to tax or other additional
         amounts imposed by any taxing authority.

                  (r) SERVICE WARRANTIES.  Seller does not make and has not made
         any express  warranties in connection  with the sale of the services of
         the US Delahaye Business, other than as contained in the Contracts.

                  (s)  INSURANCE.   Schedule  5.1(s)  contains  a  list  of  all
         insurance policies (specifying the location,  insured, insurer, type of
         insurance,  policy number and amount of coverage)  maintained by Seller
         for the US Delahaye Business or the Acquired Assets.  All such policies
         are in full force and effect,  and all premiums  with  respect  thereto
         covering  all periods up to and  including  the Closing  Date have been
         paid.  Such  policies  (i)  are  sufficient  for  compliance  with  all
         requirements of Laws  applicable to the US Delahaye  Business or any of
         the Acquired  Assets and of all  agreements  to which Seller is a party
         and which  relate to the US Delahaye  Business  or any of the  Acquired
         Assets and (ii) are valid, outstanding and enforceable policies.

                  (t) ABSENCE OF CERTAIN  COMMERCIAL  PRACTICES.  Neither Seller
         nor any  director,  officer,  employee  or agent of Seller has given or
         agreed to give any (i) gift or  similar  benefit  of more than  nominal
         value to any customer, supplier,  Governmental Authority (including any
         governmental employee or official) or any other Person who is or may be
         in a position to hinder or assist Seller,  the US Delahaye  Business or
         the Person giving such gift or benefit in connection with any actual or
         proposed transaction relating to the US Delahaye Business,  which gifts
         or similar  benefits  would  individually  or in the aggregate  subject
         Seller or any  director,  officer,  employee  or agent of Seller to any
         fine,  penalty,  cost or expense  or to any  criminal  sanctions,  (ii)
         unlawful  payments to any  governmental  employees  or  officials  with


                                       19
<PAGE>

         respect  to  the US  Delahaye  Business,  (iii)  commercial  bribes  or
         kick-backs  with  respect to the US Delahaye  Business,  (iv)  unlawful
         political  contributions with respect to the US Delahaye  Business,  or
         (v) receipts or  disbursements  in connection with any unlawful boycott
         relating  to the US  Delahaye  Business.  No such  gift or  benefit  is
         required in connection  with the operation of the US Delahaye  Business
         to avoid any penalty, fine, cost, expense or material adverse change in
         the financial  condition,  results of operations,  properties,  assets,
         liabilities or business of Seller or the US Delahaye Business.

                  (u)  BOOKS  AND  RECORDS.  The  books  and  records  of Seller
         maintained in connection with the US Delahaye  Business  (including but
         not limited to (i) books and  records  relating to sales of services of
         the US Delahaye  Business,  dealings with  customers,  customer  lists,
         supplier lists, invoices, inventories,  personnel records and Taxes and
         (ii) computer software and data in computer readable and human readable
         form used to maintain  such books and records,  including  the media on
         which such software and data are stored and all documentation  relating
         thereto) accurately record all transactions relating to the US Delahaye
         Business in all material  respects and have been maintained  consistent
         with good business practice.

                  (v) COPIES OF DOCUMENTS. All copies of all Contracts and other
         documents  delivered  by  Seller  to  Buyer  in  connection  with  this
         Agreement are true,  correct and complete and include all modifications
         and amendments thereto.

                  (w) INSIDER INTERESTS. No director, officer, employee or other
         Affiliate  of Seller has any claim or other  right to, Lien on or other
         material  interest of any kind whatsoever in any of the Acquired Assets
         or any other real or personal,  tangible or intangible property used in
         connection with the conduct of or otherwise relating to the US Delahaye
         Business.

                  (x) NO INTRACOMPANY  ASSET  TRANSFERS.  Except as set forth in
         Schedule 5.1(x),  since the Pre-Closing  Balance Sheet Date, Seller has
         not  transferred  to or otherwise  used for the benefit of any business
         other than the US  Delahaye  Business  any assets  theretofore  used in
         connection with the US Delahaye Business.

                  (y) BROKERS, FINDERS AND AGENTS. Neither Seller nor any of its
         Affiliates  is directly or  indirectly  obligated to anyone acting as a
         broker, finder or in any other similar capacity in connection with this
         Agreement  or the  transactions  contemplated  hereby,  other than Alan
         Gottesman.

                  5.2  REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents
and warrants to Seller that, as of the Closing Date:

                  (a) ORGANIZATION AND STANDING; POWER AND AUTHORITY. Buyer is a
         corporation duly organized, validly existing and in good standing under
         the laws of the  State of  Delaware  and has full  corporate  power and
         authority to enter into and perform this Agreement and the transactions
         and other  agreements and  instruments  contemplated by this Agreement.
         This  Agreement  and each of the other  Transaction  Documents to which


                                       20
<PAGE>

         Buyer is a party have been (or, upon execution  thereof,  will be) duly
         executed and delivered by, and constitute (or, upon execution  thereof,
         will   constitute)   the  valid  and  binding   obligations  of  Buyer,
         enforceable in accordance with their respective  terms.  This Agreement
         and the transactions and other agreements and instruments  contemplated
         hereby have been duly approved by the board of directors of Buyer.

                  (b) CONFLICTS AND DEFAULTS. Neither the execution and delivery
         of this  Agreement  and other  Transaction  Documents  by Buyer nor the
         performance by Buyer of its  obligations  hereunder and thereunder will
         (i)  violate,  conflict  with,  or  constitute  a  default  under,  any
         provision  of Buyer's  certificate  of  incorporation  or bylaws or any
         provisions of, or result in the  acceleration of any obligation  under,
         any contract,  sales  commitment,  license,  purchase  order,  security
         agreement,  mortgage,  note,  deed,  lien, lease or other instrument or
         agreement  or any Law by which  Buyer is  bound or (ii)  constitute  an
         event that,  after  notice or passage of time or both,  would result in
         any such violation,  conflict,  default (except defaults that would not
         individually  or in the  aggregate  have a  material  adverse  effect),
         acceleration,  or creation or imposition  of Liens or other claims.  No
         Consents are required to be obtained by Buyer or Observer in connection
         with the execution and  performance  of this Agreement by Buyer and the
         consummation of the transactions contemplated by this Agreement.

                  (c)  LITIGATION.  Neither Buyer nor Observer is subject to any
         order of, or written agreement or memorandum of understanding with, any
         Governmental Authority, and there is no litigation, action, claim, suit
         or other  proceeding  pending  or,  to  Buyer's  knowledge,  threatened
         against or  adversely  or otherwise  affecting  Buyer or Observer  with
         respect to any of the transactions contemplated by this Agreement.

                  (d) BROKERS,  FINDERS AND AGENTS. Neither Buyer nor any of its
         Affiliates is directly or  indirectly  obligated to anyone as a broker,
         finder  or in any  other  similar  capacity  in  connection  with  this
         Agreement or the transactions contemplated hereby.

                  5.3 SURVIVAL.  Subject to Section 9.4(a), the  representations
and warranties made in this Agreement or in any other Transaction Document shall
survive the Closing.

                        ARTICLE VI. COVENANTS OF SELLER

                  6.1  CONFIDENTIALITY.   Seller  shall,  and  shall  cause  its
Affiliates  (including  Seller's  directors and officers) to, hold in confidence
and not use any  confidential  information  that  remains  after  Closing in the
possession  of  Seller  or any  of its  Affiliates  concerning  the US  Delahaye
Business or any of the Acquired Assets or Assumed Liabilities.  Seller shall not
release or  disclose  any such  information  to any Person  other than Buyer and
Buyer's  authorized   representatives.   Notwithstanding   the  foregoing,   the
confidentiality  obligations  of this Section 6.1 shall not apply to information
that:

                  (a)  Seller  is   compelled   to   disclose   by  judicial  or
         administrative  process  or,  in  the  opinion  of  counsel,  by  other
         mandatory   requirements  of  Law,  including  any  securities  law  or
         regulation or stock exchange requirement, or reasonably needs to use in
         connection with any legal proceedings or tax audit;


                                       21
<PAGE>

                  (b) can be  shown  to have  been  generally  available  to the
         public other than as a result of a breach of this Section 6.1; or

                  (c) can be shown to have  been  provided  to Seller by a third
         Person who obtained  such  information  other than from Seller or other
         than as a result of a breach of this  Section 6.1 and who Seller is not
         aware owes any duty of confidentiality to Buyer.

                  6.2  MAINTENANCE  OF AND ACCESS TO RECORDS.  After the Closing
Date,  Seller  shall from time to time  during  normal  business  hours and upon
reasonable  notice  provide  Buyer with  access to and the  opportunity  to make
copies of any records relating to the US Delahaye  Business that are retained by
Seller. Seller shall preserve and maintain such records for at least three years
after the Closing Date.

                  6.3 FURTHER ASSURANCES; CUSTOMER AND SUPPLIER RELATIONSHIPS.

                  (a) FURTHER  ASSURANCES.  Seller shall use its reasonable best
efforts to implement  the  provisions  of this  Agreement,  and for such purpose
Seller,  at the request of Buyer at or after the  Closing  and  without  further
consideration,  shall promptly execute and deliver,  or cause to be executed and
delivered, to Buyer such deeds,  assignments,  bills of sale, Consents and other
instruments  in  addition  to  those  required  by this  Agreement,  in form and
substance  satisfactory  to Buyer,  and take all such other actions as Buyer may
reasonably  deem  necessary  or desirable  to  implement  any  provision of this
Agreement or to more effectively  transfer,  convey and assign to Buyer good and
marketable title to, and to put Buyer in actual possession and operating control
of, all of the Acquired  Assets,  free and clear of all Liens  except  Permitted
Liens.

                  (b) CUSTOMER AND  SUPPLIER  RELATIONSHIPS.  From and after the
Closing,  Seller  shall in good faith assist in the transfer to Buyer of (i) the
goodwill  and  reputation  associated  with the US  Delahaye  Business  and (ii)
Seller's personnel,  suppliers, and customer relationships specifically relating
to the US Delahaye Business.

                  6.4  COOPERATION  IN DEFENSE  OF  CLAIMS.  In the event that a
claim is asserted  against Buyer or any of its Affiliates with respect to events
or  conditions  occurring or existing in  connection  with or arising out of the
operation  of the US Delahaye  Business  prior to the Closing or the  ownership,
possession,  use or sale of any of the  Acquired  Assets  prior to the  Closing,
Seller  shall  cooperate in all  reasonable  respects in the defense of any such
claim.  Nothing in this  Section 6.4 shall be  construed  as limiting in any way
whatsoever Buyer's rights under Article IX.

                  6.5 NONCOMPETITION.

                  (a) PERIOD AND CONDUCT.  For a period of three years following
the Closing Date,  Seller will not (i) compete (as defined in subsection  (c) of
this Section 6.5) with Buyer in the Combined Delahaye Business, as such business
is being  conducted  immediately  prior to the Closing Date, or (ii) solicit any
employee of Buyer, or any former employee of Seller, then engaged in the conduct
of the Combined Delahaye Business to terminate his or her employment with Buyer,
provided  that Seller will not be deemed to be in  violation of this clause (ii)
as  the   result  of  general   employment   solicitations   through   newspaper
advertisements, internet postings and the like.


                                       22
<PAGE>

                  (b)  TERRITORY.  Seller  will  not  engage  in the  activities
described  in this  Section  6.5  during  the  three-year  period  specified  in
subsection (a) of this Section 6.5 anywhere in the world.

                  (c)  DEFINITION  OF  COMPETING.  Seller  will be  deemed to be
competing with Buyer if, and only if, Seller or any of its Controlled Affiliates
render services of the type generally  offered by the Combined Delahaye Business
immediately  prior to the Closing Date in connection with client  assignments or
projects  of a type that would  typically  be handled by the  Combined  Delahaye
Business as conducted  immediately prior to the Closing Date, provided that, for
these purposes,  the Combined  Delahaye Business shall not in any case be deemed
to include,  and the restrictions  contained in this Section 6.5 shall not apply
to, (i) content  creation,  production,  distribution  and electronic  broadcast
monitoring  services,  including  but not limited to video news  releases,  live
event  broadcasts   (including  satellite  media  tours,   videoconferences  and
webcasting),  audio news  releases  and radio media  tours,  in formats that are
suitable for broadcast  news media or on-line media  outlets,  including but not
limited to the News IQ and  Teletrax  services  currently  offered or  currently
contemplated  to be offered by Seller,  or (ii) the electronic  distribution  of
news releases,  media  advisories and press  statements to the media and on-line
services.  In  addition,  Seller  shall not be deemed to be in  violation of the
provisions of this Section 6.5 in the event that Seller shall acquire a business
enterprise that directly or indirectly engages in services  competitive with the
Combined Delahaye Business, provided that (i) the annual revenues generated from
such  competitive  services  constitute  less than 10 percent  of such  business
enterprise's  total annual  revenues and (ii) Seller  disposes of such competing
business  enterprise within 12 months following such acquisition,  provided that
Seller  shall  not be  obligated  to  dispose  of any  such  competing  business
enterprise  acquired by Seller  within 12 months prior to the  expiration of the
three-year period referred to in subsection (a) of this Section 6.5.

                  (d)  REMEDIES.  Inasmuch  as a breach of or  failure to comply
with this Section 6.5 will cause serious and substantial  damage to Buyer, Buyer
shall be entitled to an injunction  against Seller  restraining it from any such
breach or failure.  All remedies expressly provided for herein are cumulative of
any and all other remedies now existing at law or in equity.  In addition to the
remedies  provided  for herein,  Buyer shall be entitled to avail  itself of all
such  other  remedies  as may now or  hereafter  exist at law or in  equity  for
compensation and for the specific enforcement of the covenants contained herein.
Resort  to any  remedy  provided  for  herein or  provided  for by law shall not
preclude or bar the concurrent or subsequent employment of any other appropriate
remedy or  remedies or preclude  the  recovery by Buyer of monetary  damages and
other compensation.

                  (e)  SUBSIDIARIES  AND  OTHER  AFFILIATES  OF  BUYER.  For the
purposes of this  Section  6.5,  "Buyer"  shall  include  Observer's  direct and
indirect  subsidiaries,  as they may  exist  from time to time,  and any  Person
deriving title to  substantially  all the Acquired Assets and goodwill of the US
Delahaye Business from Buyer.

                  (f)   SEVERABILITY.   Each  subsection  of  this  Section  6.5
constitutes  a separate and  distinct  provision  hereof.  In the event that any
provision  of this  Section 6.5 shall  finally be  judicially  determined  to be
invalid,  ineffective or unenforceable,  such determination  shall apply only in
the jurisdiction in which such adjudication is made and every other provision of
this Section 6.5 shall remain in full force and effect. The invalid, ineffective


                                       23
<PAGE>

or  unenforceable  provision  shall be  deemed  automatically  amended,  without
further action by the parties,  to effect the original purpose and intent of the
invalid,  ineffective or unenforceable provision and to otherwise conform to the
applicable Laws of such  jurisdiction,  provided that such amendment shall apply
only  with  respect  to the  operation  of  such  provision  in  the  particular
jurisdiction in which such adjudication is made.

                        ARTICLE VII. COVENANTS OF BUYER

                  7.1   CONFIDENTIALITY.   Buyer  shall,  and  shall  cause  its
Affiliates (including Buyer's directors and officers) to, hold in confidence and
not use any  confidential  information  that  remains  after the  Closing in the
possession  of Buyer or any of its  Affiliates  concerning  Seller or any of the
Retained Assets or Retained Liabilities. Buyer shall not release or disclose any
such  information  to any Person  other  than  Seller  and  Seller's  authorized
representatives.  Notwithstanding the foregoing, the confidentiality obligations
of this Section 7.1 shall not apply to information that:

                  (a)  Buyer  is   compelled   to   disclose   by   judicial  or
         administrative  process  or,  in  the  opinion  of  counsel,  by  other
         mandatory  requirements of Law or reasonably needs to use in connection
         with any legal proceedings or tax audit;

                  (b) can be  shown  to have  been  generally  available  to the
         public other than as a result of a breach of this Section 7.1; or

                  (c) can be shown  to have  been  provided  to Buyer by a third
         Person who  obtained  such  information  other than from Buyer or other
         than as a result of a breach of this  Section  7.1 and who Buyer is not
         aware owes any duty of confidentiality to Seller.

                  7.2  MAINTENANCE  OF AND ACCESS TO RECORDS.  After the Closing
Date,  Buyer  shall  from time to time  during  normal  business  hours and upon
reasonable  notice  provide  Seller with access to and the  opportunity  to make
copies  of such  business  records  delivered  to Buyer as part of the  Acquired
Assets as may be required by Seller for any legitimate purpose (such as an audit
or investigation  by a Governmental  Authority or a matter relating to insurance
coverage or a third party claim). Buyer shall preserve and maintain such records
for at least three years after the Closing Date.

                  7.3 FURTHER  ASSURANCES.  Buyer shall use its reasonable  best
efforts to implement  the  provisions  of this  Agreement,  and for such purpose
Buyer,  at the request of Seller at or after the  Closing  and  without  further
consideration,  shall promptly execute and deliver,  or cause to be executed and
delivered,  to Seller such  instruments  in  addition to those  required by this
Agreement, in form and substance satisfactory to Seller, and take all such other
actions as Seller may  reasonably  deem  necessary or desirable to implement any
provision of this Agreement.

                  7.4  COOPERATION  IN DEFENSE  OF  CLAIMS.  In the event that a
claim is asserted against Seller or any of its Affiliates with respect to events
or  conditions  occurring or existing in  connection  with or arising out of the
operation  of  the  US  Delahaye  Business  subsequent  to  the  Closing  or the
ownership,  possession,  use or sale of the Acquired  Assets  subsequent  to the


                                       24
<PAGE>

Closing,  Buyer shall cooperate in all reasonable respects in the defense of any
such claim.  Nothing in this  Section 7.4 shall be  construed as limiting in any
what whatsoever Seller's rights under Article IX.

           ARTICLE VIII. CERTAIN ADDITIONAL COVENANTS AND AGREEMENTS

                  8.1 EXPENSES; TRANSFER TAXES. Each party hereto shall bear the
legal,  accounting and other expenses  incurred by such party in connection with
the  negotiation,  preparation  and  execution of this  Agreement  and the other
Transaction  Documents and the  consummation  of the  transactions  contemplated
hereby and thereby. All sales,  transfer,  recordation and documentary Taxes and
fees that may be payable in connection  with the  transactions  contemplated  by
this Agreement  shall be borne by the party  responsible for such Taxes and fees
under applicable Law and customary practice.

                  8.2  DISCLOSURE.  This  Agreement  and the  other  Transaction
Documents  and the  Schedules  and Exhibits  attached  hereto and  thereto,  the
performance  by  the  parties  of  their  respective  covenants  and  agreements
hereunder and thereunder and the  transactions  contemplated  hereby and thereby
are confidential, and no party (including its directors, officers, employees and
other Affiliates;  attorneys,  accountants and other agents and advisors;  heirs
and other  successors  and  assigns;  financial  services  brokers,  lenders and
personal  representatives)  will disclose to any other Person this  Agreement or
any of the other  Transaction  Documents  or any of the  Schedules  or  Exhibits
hereto or  thereto  or any of the  terms or other  contents  hereof or  thereof,
except as otherwise required by Law, including any applicable  securities law or
regulation or stock exchange disclosure  requirement,  or as required to enforce
its rights  hereunder  or  thereunder  or unless  agreed in writing by the other
party hereto; provided, however, that nothing in this Section 8.2 shall prohibit
any party to this Agreement from disclosing such confidential information to its
attorneys,  accountants,  lenders and other professional advisors who owe a duty
of  confidentiality  to their  clients  or have  undertaken  in  writing  not to
disclose such confidential  information to a third Person.  Notwithstanding  the
foregoing,  the parties acknowledge that,  subsequent to the Closing, (i) Seller
will be required to publicly  disclose the material  terms of this  Agreement in
connection with, and may include this Agreement and other Transaction  Documents
as exhibits  to, forms it is required to file with the  Securities  and Exchange
Commission  and (ii) press releases will be issued by the parties in the form or
forms set forth in Schedule 8.2.

                  8.3 EMPLOYEE MATTERS.

                  (a) EMPLOYEE BENEFITS. Seller shall retain all liabilities and
obligations  in respect of its past,  present  and  future  employees  under the
Employee Plans, the Employment  Contracts and applicable Laws.  Without limiting
the  generality  of the  foregoing  or  Section  2.2,  Buyer  shall not have any
liability or obligation  whatsoever  under the Employee  Plans or the Employment
Contracts  or any  obligation  to provide any  employee  benefits to any Persons
employed  in the US  Delahaye  Business  at any time prior to the  Closing  Date
("Employees"), except as otherwise provided in Section 8.3(b). Seller shall have
offered to all employees of the US Delahaye  Business  immediately  prior to the
Closing Date the right to continue  their  coverage  under Seller's group health


                                       25
<PAGE>

plan(s) (as defined in Section  5000(b)(1)  of the Code),  and such offers shall
have been made in accordance with the continuation coverage requirements of Part
6 of Subtitle B of Title I of ERISA and Section 4980B of the Code.

                  (b) FUTURE EMPLOYMENT; SEVERANCE. Buyer shall offer employment
to those Employees  employed by Seller in the US Delahaye  Business  immediately
prior to the Closing ("Current Employees") whose names are set forth on Schedule
8.3(b),  on substantially  the same  compensation,  position and other terms and
conditions  of  employment  as in  effect  for  each  of the  Current  Employees
immediately  prior to the  Closing.  Each of the Current  Employees  employed by
Buyer  following  the  Closing  shall be given full credit for the period of his
employment with Seller for the purposes of (i) eligibility to participate in and
vesting under Buyer's applicable Employee Plans and (ii) determining his wage or
salary  grade,  and  Buyer  agrees  that all  waiting  periods  for the  Current
Employees' participation in Buyer's health insurance plans will be waived. Buyer
will make severance  payments in accordance with Seller's  severance  policy, as
set  forth  on  Schedule  8.3(b)  or as  otherwise  provided  in the  respective
Employment  Agreements,  to all Current  Employees  to whom Buyer does not offer
employment immediately following the Closing in accordance with the terms hereof
or whom Buyer  terminates  without cause within the one-year period  immediately
following the Closing.

                  (c) EMPLOYEE INFORMATION.

                           (i) Mutual Exchange of Employee Information.  Subject
to applicable legal restrictions, Buyer and Seller shall provide each other in a
timely manner with any  information  that the other may reasonably  request with
respect to any  Employee  employed  by Buyer in the US  Delahaye  Business,  his
employment  with and  compensation  from Seller or Buyer, as the case may be, or
rights or benefits under any Employee Plan or any personnel  policy of Seller or
Buyer relating to the US Delahaye Business.

                           (ii) Buyer Access to Employee Health Records. Without
in any way limiting the  generality of subsection (i) of this Section 8.3(c) and
to  the  extent  it may  legally  do so,  Seller  shall  afford  Buyer  and  its
representatives  such access to the  medical,  workers'  compensation  and other
health-related records of the Employees ("Employee Health Records") as have been
maintained  by Seller or shall  otherwise  be  available  to Seller and as Buyer
shall  deem  reasonably  necessary  or  desirable,  and  to the  extent  legally
permissible,  Buyer shall be  permitted to make copies of such  Employee  Health
Records.

                  8.4 CLOSING DATE BALANCE SHEETS.

                  (a)  PREPARATION  AND  DELIVERY OF  PRELIMINARY  CLOSING  DATE
BALANCE  SHEET.  Within 90 days after the Closing Date,  Buyer shall prepare and
deliver to Seller the balance sheet of the Combined  Delahaye Business as of the
Closing Date,  including a determination of the Preliminary Closing Date Working
Capital ("Preliminary Closing Date Balance Sheet"). The Preliminary Closing Date
Balance  Sheet  shall be  prepared  from the  books and  records  kept by Seller
(which,  for the purposes of this Section 8.4(a),  shall also include the Seller
under the UK Agreement)  with respect to the Combined  Delahaye  Business and in
accordance with the Accounting  Practices applied on a basis consistent with the
Pre-Closing Balance Sheet. In connection with the preparation of the Preliminary
Closing Date Balance Sheet,  Seller shall give Buyer and its representatives and
advisors  complete access to Seller's  relevant books and records and shall make


                                       26
<PAGE>

reasonably available Seller's appropriate officers and other senior employees to
answer any questions that Buyer or its  representatives  or advisors may have in
connection  with Buyer's  preparation  of the  Preliminary  Closing Date Balance
Sheet.

                  (b) PREPARATION,  DELIVERY AND  DETERMINATION OF FINAL CLOSING
DATE BALANCE SHEET.  Within 180 days after the Closing Date, Buyer shall prepare
and deliver to Seller the balance sheet of the Combined  Delahaye Business as of
the Closing Date,  including a  determination  of the Final Closing Date Working
Capital  ("Final  Closing Date Balance  Sheet").  The Final Closing Date Balance
Sheet shall be prepared  from the books and records kept by Seller  (which,  for
the purposes of this Section 8.4(b),  shall also include the Seller under the UK
Agreement) with respect to the Combined Delahaye Business and in accordance with
the Accounting  Practices  applied on a basis  consistent  with the  Pre-Closing
Balance  Sheet.  In connection  with the  preparation  of the Final Closing Date
Balance  Sheet,  Seller  shall give Buyer and its  representatives  and advisors
complete access to Seller's relevant books and records and shall make reasonably
available Seller's appropriate officers and other senior employees to answer any
questions that Buyer or its  representatives  or advisors may have in connection
with Buyer's  preparation of the Final Closing Date Balance Sheet.  Seller shall
have 15 days  following  its receipt of the Final  Closing Date Balance Sheet to
object in  writing to the Final  Closing  Date  Balance  Sheet,  which  shall be
determined as follows:

                  (i)  No  Dispute.  If  Seller  does  not  object  within  such
         fifteen-day period to the Final Closing Date Balance Sheet delivered by
         Buyer to Seller,  such Final  Closing Date  Balance  Sheet shall be the
         Final Closing Date Balance Sheet; or

                  (ii)  Mutual  Attempt to Resolve  Dispute.  If Seller  objects
         within such fifteen-day  period to the Final Closing Date Balance Sheet
         delivered  by Buyer to Seller,  then for a period of 10 days  following
         the date of Buyer's receipt of such written objection, Buyer and Seller
         shall attempt in good faith to mutually agree upon a Final Closing Date
         Balance Sheet; or

                  (iii) Third Party  Resolution of Dispute.  If Buyer and Seller
         are unable to agree upon a Final  Closing Date Balance Sheet by the end
         of such ten-day  period,  then Buyer and Seller shall promptly select a
         mutually acceptable firm of certified public  accountants,  which shall
         not be any such  firm then  engaged  by Buyer or Seller or any of their
         respective  Affiliates,  and  as  soon  as  practicable  following  its
         selection,  such firm shall  determine  the Final  Closing Date Balance
         Sheet.  The fees and  expenses  of such firm shall be paid by the party
         with whose position such firm principally  disagrees,  and the decision
         of such firm shall be final and binding on Buyer and Seller.

                  8.5 ACCOUNTS RECEIVABLE.

                  (a)  POST-CLOSING  PAYMENTS  RECEIVED BY SELLER.  In the event
that  Seller  receives  any  payments  from  customers  in respect of any of the
Assigned Accounts Receivable (other than Reconveyed Receivables,  as hereinafter
defined), Seller shall immediately forward such payments to Buyer.


                                       27
<PAGE>

                  (b) RECONVEYANCE OF UNCOLLECTED  ASSIGNED ACCOUNTS  RECEIVABLE
AND  POST-RECONVEYANCE  PAYMENTS RECEIVED BY BUYER. Buyer shall use commercially
reasonable efforts, consistent with its customary business practices, to collect
after the Closing  Date all  Assigned  Accounts  Receivable.  During the 180-day
period following the Closing Date,  Buyer will (i) provide to Seller,  within 10
days after each  calendar  month,  an aged listing by customer of the then still
outstanding  Assigned  Accounts  Receivable,  (ii) promptly inform Seller of any
claims,  disputes,  offsets or other defenses of the obligors on such then still
outstanding  Assigned  Accounts  Receivable  that  Buyer  receives  notice of or
otherwise  becomes aware of, and (iii) promptly  provide to Seller copies of all
notices or other  correspondence  that Buyer  sends or receives  concerning  the
payment  or  nonpayment  of  such  then  still  outstanding   Assigned  Accounts
Receivable.  With the  exception  of any  Assigned  Accounts  Receivable  that a
customer of the US Delahaye  Business  may be  contesting  or  disputing in good
faith,  Buyer shall apply all  payments  it receives  from such  customer in the
order of the  oldest  outstanding  accounts  receivable  until  such time as all
Assigned  Accounts  Receivable from such customer have been paid in full.  Buyer
shall reconvey,  transfer and assign to Seller all Assigned Accounts  Receivable
still  outstanding  at the close of  business  on the 180th  day  following  the
Closing Date (such Assigned Accounts Receivable being referred to as "Reconveyed
Receivables"),  and in the event that Buyer receives any payments from customers
in respect of any Reconveyed  Receivables,  Buyer shall immediately forward such
payments to Seller.

                  8.6 BUYER'S POST-CLOSING USE OF SELLER'S NAME. For a period of
180 days following the Closing Date, Buyer shall have the royalty-free  right to
use Seller's name in the following  context in connection with Buyer's operation
of the US Delahaye Business: "Delahaye Bacon's, formerly Delahaye Medialink."

                          ARTICLE IX. INDEMNIFICATION

                  9.1 INDEMNIFICATION BY BUYER. Subject to Section 9.4, from and
after the  Closing,  Buyer  shall  indemnify,  defend and hold  harmless  Seller
(which,  for the  purposes of this  Section  9.1,  shall also include the Seller
under  the  UK  Agreement)  and  its  directors,  officers,  employees,  agents,
representatives  and other  Affiliates  from and  against  any and all  actions,
assessments,  claims, costs, damages, demands, expenses, judgments,  liabilities
and  losses,  including  but not  limited  to  interest,  penalties,  reasonable
attorneys'  fees,   accounting  fees  and  investigation  costs   (collectively,
"Liabilities"),  that may be incurred by Seller and result or arise from, relate
to or are otherwise  incurred in connection with (a) the failure of Buyer or the
Buyer  under  the UK  Agreement  to  pay,  perform  and  discharge  the  Assumed
Liabilities (which, for the purposes of this Section 9.1, shall also include the
Assumed  Liabilities  under the UK  Agreement),  (b) the failure of Buyer or the
Buyer  under the UK  Agreement  to report the  purchase of the  Acquired  Assets
(which,  for the purposes of this  Section 9.1,  shall also include the Acquired
Assets under the UK Agreement) in accordance  with the  allocations  required by
Section 3.3 hereof or clause 3.2 of the UK  Agreement  and (c) any breach of any
representation,  warranty, covenant or agreement of Buyer or the Buyer under the
UK  Agreement  contained  in this  Agreement,  the UK  Agreement or in any other
Transaction Document.

                  9.2  INDEMNIFICATION  BY SELLER.  Subject to Section 9.4, from
and after the Closing,  Seller shall  indemnify,  defend and hold harmless Buyer
(which, for the purposes of this Section 9.2, shall also include the Buyer under
the  UK   Agreement)   and   its   directors,   officers,   employees,   agents,


                                       28
<PAGE>

representatives  and other  Affiliates  from and against any and all Liabilities
that may be  incurred  by Buyer  and  result  or arise  from,  relate  to or are
otherwise  incurred in  connection  with (a) the failure of Seller or the Seller
under the UK Agreement to pay,  perform and discharge  the Retained  Liabilities
(which,  for the purposes of this  Section 9.2,  shall also include the Retained
Liabilities  under the UK  Agreement),  (b) the  failure of Seller or the Seller
under the UK Agreement to report the sale of the Acquired Assets (which, for the
purposes of this Section 9.2,  shall also include the Acquired  Assets under the
UK Agreement) in accordance with the allocations  required by Section 3.3 hereof
or clause 3.2 of the UK  Agreement,  and (c) any  breach of any  representation,
warranty,  covenant or  agreement of Seller or the Seller under the UK Agreement
contained  in this  Agreement,  the UK  Agreement  or in any  other  Transaction
Document,  and (d) any  failure  to  comply  with the  Laws of any  jurisdiction
relating to bulk transfers that may be applicable in connection with the sale of
the Acquired  Assets (which,  for the purposes of this clause (d), shall include
only the  Acquired  Assets  under  this  Agreement)  to Buyer,  unless  any such
liability  shall  arise as the  result of  Buyer's  failure  to pay,  perform or
otherwise satisfy an Assumed Liability.

                  9.3 NOTICE OF THIRD PARTY CLAIM; DEFENSE OF THIRD PARTY CLAIM;
NON-THIRD PARTY CLAIM.

                  (a) NOTICE OF THIRD  PARTY  CLAIM.  If any  indemnified  party
receives notice of the assertion of any claim,  the  commencement of any action,
suit or  proceeding,  or the  imposition of any penalty or assessment by a third
party in  respect  of which  indemnity  may be sought  hereunder  ("Third  Party
Claim"), and the indemnified party intends to seek indemnity hereunder, then the
indemnified  party shall  promptly  provide the  indemnifying  party with prompt
written  notice of the Third  Party  Claim,  but in any event not later  than 30
calendar days after receipt of such notice of Third Party Claim.  The failure by
an  indemnified  party to notify an  indemnifying  party of a Third  Party Claim
shall not relieve the indemnifying party of any  indemnification  responsibility
under this Article IX, unless such failure materially  prejudices the ability of
the indemnifying party to defend such Third Party Claim.

                  (b) DEFENSE OF THIRD PARTY CLAIM. The  indemnifying  party may
at its expense defend a Third Party Claim,  if the  indemnifying  party utilizes
counsel reasonably  satisfactory to the indemnified party and promptly commences
the defense of the Third Party Claim,  pursues such defense with diligence,  and
has the financial ability to pay the alleged damages;  provided,  however,  that
the indemnifying  party shall secure the consent of the indemnified party, which
shall not be  unreasonably  withheld,  to any settlement of a Third Party Claim.
The  indemnified  party may  participate  in the defense of any such Third Party
Claim at its expense and, until the indemnifying party has agreed to defend such
Third  Party  Claim,  the  indemnified  party may, at the  indemnifying  party's
expense,  file any motion, answer or other pleading or take such other action as
the  indemnified  party  deems  appropriate  to  protect  its  interests.  If an
indemnifying  party does not defend any Third Party Claim for which indemnity is
owing under this Agreement, the indemnifying party shall be bound by the results
obtained with respect thereto,  and the  reasonableness  of the costs,  fees and
expenses  incurred,  by the  indemnified  party,  including  the  amount  of any
settlement of such Third Party Claim. In any event,  the indemnified  party will
not settle or compromise any Third Party Claim without the prior written consent
of the indemnifying party, which shall not be unreasonably withheld.


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<PAGE>

                  (c) NON-THIRD PARTY CLAIM.  Any claim asserted  hereunder that
is not a Third  Party  Claim  shall  be  asserted  by the  indemnified  party by
promptly delivering notice thereof to the indemnifying party.

                  9.4 LIMITATIONS.

                  (a)  SURVIVAL OF  REPRESENTATIONS  AND  WARRANTIES.  Except as
otherwise  provided  in  this  Section  9.4,  all  representations,  warranties,
covenants and agreements made in this Agreement shall survive the Closing.  Each
of the  representations  and warranties set forth in Section 5.1 and each of the
representations  and warranties set forth in Section 5.2 shall survive until the
first  anniversary of the Closing Date, except for (i) the  representations  and
warranties set forth in Sections 5.1(a),  5.1(b) and 5.1(c) (commencing with the
third sentence thereof) hereof and clauses 9.1(A), 9.1(B) and 9.1(C) (commencing
with the third  sentence  thereof) of the UK  Agreement,  and  Sections  5.1(y),
5.2(a),  5.2(b) and 5.2(c) hereof and clauses 9.1(Z),  9.2(A), 9.2(B) and 9.2(C)
of the UK Agreement,  which shall survive forever,  and (ii) the representations
and  warranties  set forth in Section  5.1(q) hereof and clause 9.1(S) of the UK
Agreement, which shall survive until the expiration of the applicable statute of
limitations.

                  (b)  SURVIVAL OF  INDEMNITIES.  The  indemnities  set forth in
Section 9.1 and the indemnities set forth in Section 9.2 shall survive  forever,
except for the  indemnity  set forth in Section  9.1(c),  and the  indemnity set
forth in Section 9.2(c), which shall survive until the applicable representation
and warranty expires in accordance with Section 9.4(a). No indemnification claim
may be made under Section 9.1(c) or Section 9.2(c) unless written notice thereof
is given to the  indemnifying  party prior to the  expiration of the  applicable
representation  and warranty in accordance  with Section  9.4(a).  Any claim for
indemnification  under  Section  9.1(c)  or  Section  9.2(c)  that  is  made  in
accordance with the immediately preceding sentence shall survive until satisfied
in full or otherwise finally resolved.

                  (c)  LIABILITY.  Seller  shall not be  obligated  to indemnify
against any  Liabilities  pursuant to Section 9.2 unless and until the aggregate
amount  of all such  Liabilities  exceeds  $100,000.  If and when the  aggregate
amount of all such Liabilities  exceeds  $100,000,  Seller shall be obligated to
indemnify  against all such  Liabilities,  including the first  $100,000 of such
Liabilities;  provided, however, that Seller shall not be obligated to indemnify
against any Liabilities under Section 9.2 in excess of $2,000,000.

                  9.5 OTHER UNDERTAKINGS.

                  (a) REDUCTION OF LIABILITIES. To the extent any Liabilities of
an  indemnified  party are  reduced by receipt  of payment  (a) under  insurance
policies or (b) from third parties not affiliated  with the  indemnified  party,
such  payments (net of the expenses of the recovery  thereof)  shall be credited
against  such  Liabilities  and,  if  indemnification  payments  shall have been
received prior to the collection of such proceeds,  the indemnified  party shall
remit to the indemnifying  party the amount of such proceeds (net of the cost of
collection  thereof)  to the  extent of  indemnification  payments  received  in
respect of such Liabilities.  All Liabilities shall be calculated net of any tax
benefits   actually   received  by  the  indemnified   party  relating  to  such
Liabilities.


                                       30
<PAGE>

                  (b) SUBROGATION. The indemnifying party shall be subrogated to
the  indemnified  party's  rights of recovery  to the extent of any  Liabilities
satisfied by the  indemnifying  party.  The  indemnified  party shall permit the
indemnifying party to use the name of the indemnified party and the names of the
indemnified  party's Affiliates in any transaction or proceeding to enforce such
rights and shall use reasonable  efforts to execute and deliver such instruments
and papers as are  necessary  to assign such  rights and assist in the  exercise
thereof, including access to books and records with respect to such Liabilities.

                  (c) EXCLUSIVE  REMEDY.  Seller and Buyer acknowledge and agree
that,  in the absence of fraud,  the  provisions in this Article IX shall be the
exclusive remedy for any breach of a representation  or warranty under, or other
matter arising out of or in connection with, this Agreement, the UK Agreement or
any other Transaction  Document,  except as otherwise provided in Section 6.5 or
any other  rights to  injunctive  relief  that may be  available  to the parties
hereto.

                  (d)  MITIGATION.  Each  of the  parties  agrees  to  take  all
reasonable  steps to  mitigate  their  respective  Liabilities  upon  and  after
becoming  aware of any event that could  reasonably  be expected to give rise to
any Liabilities that are indemnifiable hereunder.

                            ARTICLE X. MISCELLANEOUS

                  10.1  AMENDMENTS.  This  Agreement  may be  amended  only by a
writing executed by all of the parties hereto.

                  10.2  ENTIRE   AGREEMENT.   This   Agreement   and  the  other
Transaction  Documents set forth the entire  understanding of the parties hereto
with respect to the subject  matter hereof and  supersede  all prior  contracts,
agreements,  arrangements,  communications,   discussions,  representations  and
warranties, whether oral or written, between the parties.

                  10.3 GOVERNING  LAW. This  Agreement  shall in all respects be
governed by and construed in accordance  with the laws of the State of Illinois,
without  regard to its  conflicts of law  doctrine.  Each of the parties  hereto
hereby consent to the  nonexclusive  jurisdiction  of any state or federal court
located within  Chicago,  Illinois,  or New York, New York,  with respect to any
claims or disputes arising under this Agreement.

                  10.4  NOTICES.  Any  notice,  request  or other  communication
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given (a) when received, if personally delivered, (b) within five days
after  being  deposited  with  the  United  States  Postal  Service,  if sent by
registered or certified mail, return receipt requested and postage prepaid,  (c)
12 hours after being sent by telecopy, with confirmed answer back, or (d) within
two business days after being  deposited with an established  overnight  courier
for priority delivery, in each case to the parties at their respective addresses
set forth below.


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<PAGE>

         TO SELLER:                 Medialink Worldwide Incorporated
                                    708 Third Avenue
                                    New York, New York  10017
                                    Attention: Laurence Moskowitz
                                               Chairman, President &
                                               Chief Executive Officer

         with a copy to:            Davis & Gilbert LLP
                                    1740 Broadway
                                    New York, New York 10019
                                    Attention:  Lewis A. Rubin, Esq.

         TO BUYER:                  Bacon's Information Inc.
                                    332 South Michigan Avenue
                                    Chicago, Illinois  60604
                                    Attention: R. Stephen Newman
                                               Chief Executive Officer

         with a copy to:            Jones Day
                                    77 West Wacker Drive
                                    Chicago, Illinois  60601-1692
                                    Attention: Daniel E. White

Any party by written  notice to the other given in accordance  with this Section
10.4 may change the  address  or the  Person to whom  notices or copies  thereof
shall be directed.

                  10.5   COUNTERPARTS.   This   Agreement  may  be  executed  in
counterparts,  each of which shall be deemed to be an original, and all of which
together will constitute one and the same instrument.

                  10.6  ASSIGNMENT.  This  Agreement  shall be binding  upon and
inure to the  benefit  of the  successors  and  assigns  of each of the  parties
hereto, but no rights,  obligations or liabilities hereunder shall be assignable
by  any  party   without  the  prior   written   consent  of  the  other  party.
Notwithstanding the foregoing, Buyer may assign its rights and obligations under
this  Agreement to an Affiliate of Buyer and cause such Affiliate to perform the
obligations  of Buyer  under this  Agreement;  provided,  however,  that no such
assignment shall otherwise vary or diminish any of Buyer's rights or obligations
under this Agreement.

                  10.7  WAIVERS.  Except as otherwise  provided  herein,  either
party hereto (acting on behalf of itself and its  appropriate  Affiliates),  may
waive in writing  compliance  by the other  party  hereto  (to the  extent  such
compliance  is for the benefit of the party  giving such waiver) with any of the
terms,  covenants or  conditions  contained  in this  Agreement or in any of the
other  Transaction  Documents (except such as may be imposed by Law). Any waiver
by either party of any violation of, breach of or default under any provision of
this  Agreement  or any of the other  Transaction  Documents  by the other party
shall not constitute or be construed as a continuing waiver of such provision or
a waiver  of any  other  violation  of,  breach  of or  default  under any other
provision of this Agreement or any of the other Transaction Documents.


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<PAGE>

                  10.8  THIRD  PARTIES.  Nothing  expressed  or  implied in this
Agreement is intended, or shall be construed,  to confer upon or give any Person
or entity  other than the  parties  hereto any  rights or  remedies  under or by
reason of this Agreement.

                  10.9  SCHEDULES  AND EXHIBITS.  Except as otherwise  expressly
indicated,  references in this Agreement to "Schedules" or "Exhibits" are to the
Schedules and Exhibits  attached to this  Agreement.  The Schedules and Exhibits
attached to this  Agreement  are  incorporated  herein and shall be part of this
Agreement for all purposes.

                  10.10 HEADINGS.  The headings in this Agreement are solely for
convenience  of reference and shall not be given any effect in the  construction
or interpretation of this Agreement.

                  10.11 CERTAIN DEFINITIONS.

                  (a) AFFILIATE.  For the purposes of this  Agreement,  the term
"Affiliate"  shall mean any Person that directly,  or indirectly  through one or
more other Persons, controls, is controlled by, or is under common control with,
the Person specified or is directly or indirectly related by blood or law to the
Person specified.

                  (b) BINDING  EFFECT AND  ENFORCEABILITY.  For the  purposes of
this Agreement and any of the other Transaction  Documents,  the phrases "legal,
valid and binding" and "enforceable in accordance with [ITS] [THEIR  RESPECTIVE]
terms" or similar phrases,  when used with reference to one or more items, shall
be deemed to mean that such enforceability may be limited by bankruptcy laws and
other laws affecting creditors' rights and under general principles of equity.

                  (c) CONTROLLED AFFILIATe.  For the purposes of this Agreement,
the term "Controlled  Affiliate" shall mean an Affiliate of the Person specified
that is controlled by the Person specified.

                  (d)  KNOWLEDGE.  As used in this  Agreement,  the  phrase  "to
Seller's  knowledge" or words of similar import shall mean the actual knowledge,
as of the applicable date, of those persons listed in Schedule  10.11A.  As used
in this Agreement,  the phrase "to Buyer's knowledge" or words of similar import
shall mean the actual  knowledge,  as of the applicable  date,  after reasonable
inquiry, of those persons listed in Schedule 10.11B.

                  10.12  GENDER AND NUMBER.  The  masculine,  feminine or neuter
gender and the  singular  or plural  number  shall each be deemed to include the
other or others whenever the context so indicates.



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<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.

                                            BACON'S INFORMATION INC.


                                            By
                                               -----------------------------
                                               R. Stephen Newman
                                               Chief Executive Officer


                                            MEDIALINK WORLDWIDE INCORPORATED


                                            By
                                               -----------------------------
                                               J. Graeme McWhirter
                                               Executive Vice President &
                                               Chief Financial Officer



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