EXHIBIT 10.1
                                                                    ------------


[CONFORMED COPY]
THIS AGREEMENT is made on the 4th day of May 2001

BETWEEN

(1)        THE SEVERAL PERSONS whose respective names and addresses are set out
           in Schedule 1 (the "Vendors");

(2)        SEACOR SMIT INC (a company incorporated under the laws of the State
           of Delaware, USA) of 11200 Richmond Avenue, Suite 400, Houston,
           Texas, 77082, USA and whose address in England is 9 Grays Inn Square,
           London WC1R 5JF (the "Purchaser")

WHEREAS:-

(A)        Stirling Shipping Holdings Limited (the "Company"), a company
           registered in Scotland with number SC212855, has at the date of this
           Agreement an authorised share capital of (pound)820,683 divided into
           152,914 "A" Ordinary Shares of (pound)1 each, 33,477 "B" Ordinary
           Shares of (pound)1 each, 551,044 Ordinary Shares of (pound)1 each and
           83,248 Deferred Shares of (pound)1 each of which all of the said "A"
           Ordinary Shares, all of the said "B" Ordinary Shares, all of the said
           Ordinary Shares and all of the said Deferred Shares are issued and
           fully paid or credited as fully paid and are owned by the Vendors in
           the proportions shown opposite their respective names in column (2)
           of Schedule 1.

(B)        The Vendors have agreed to sell the Shares to the Purchaser and the
           Purchaser has agreed to purchase the Shares for the consideration and
           otherwise upon and subject to the terms and conditions of this
           Agreement.

WHEREBY IT IS AGREED as follows:

1.         DEFINITIONS AND INTERPRETATION
           ------------------------------

1.1        In this Agreement the following words and expressions have the
           meanings set opposite them:

"3i"                                  3i Group plc (company number: 1142830),
                                      one of the Vendors;



                                       1
<PAGE>

"Administrative Services Agreement"   the agreement relating to the provision of
                                      administrative services by SSML in agreed
                                      terms to be entered into on Completion
                                      between SSML and each of the Demerged
                                      Companies and Harrisons (Clyde) Limited
                                      and Woodside Crescent Limited;

"A Ordinary Shares"                   the 152,914 issued A Ordinary Shares
                                      of(pound)1 each in the capital of the
                                      Company;

"Accounts"                            the audited balance sheet as at the
                                      Balance Sheet Date and the audited profit
                                      and loss account for the accounting
                                      reference period ended on the Balance
                                      Sheet Date of SSCO and of each of its
                                      subsidiaries (including, in the case of
                                      SSCO, the audited consolidated balance
                                      sheet as at that date and the audited
                                      consolidated profit and loss account for
                                      that year) and the notes, reports,
                                      statements and other documents which are
                                      required by law to be annexed to the
                                      Accounts of the company concerned;

"Accounting                           Standards" statements of standard
                                      accounting practice (including financial
                                      reporting standards) issued pursuant to
                                      section 256, CA 85 by the ASB;

"Adjusted Net Assets"                 has the meaning given thereto in Schedule
                                      5;

"Affiliate"                           in relation to any body corporate, any
                                      Holding Company or subsidiary undertaking
                                      of such body corporate or any subsidiary
                                      undertaking of a Holding Company of such
                                      body corporate;

"Agreement"                           this Agreement including its recitals and
                                      the schedules but not the Tax Deed;



                                       2
<PAGE>

"ASB"                                 Accounting Standards Board Limited (no.
                                      2526824) or such other body prescribed by
                                      the Secretary of State from time to time
                                      pursuant to section 256, CA 85;

"B Ordinary Shares"                   the 33,477 issued B Ordinary Shares
                                      of(pound)1 each in the capital of the
                                      Company;

"Balance Sheet Date"                  31st December 2000;

"Business"                            collectively the businesses of the owning,
                                      operating and managing of offshore support
                                      vessels carried on by the Company and each
                                      of the Subsidiaries at the date hereof;

"Business Day"                        a day (other than a Saturday or Sunday)
                                      when banks are open for business in
                                      London;

"CA 85"                               Companies Act 1985;

"CAA"                                 Capital Allowances Act 1990;

"Cash Consideration"                  (pound)29,881,062.08;

 "Claim"                              any claim by the Purchaser in connection
                                      with the Warranties or the Tax Deed;

"Companies Acts"                      as defined in section 744, CA 85 together
                                      with the Companies Act 1989;

"Competent Authority"                 means any person or legal entity
                                      (including any government or government
                                      agency) having regulatory authority under
                                      Environmental Laws ;

"Completion"                          completion of the sale and purchase of the
                                      Shares pursuant to this Agreement;

"Completion Accounts"                 the accounts referred to Clause 6.1.1,


                                       3
<PAGE>

                                      prepared in accordance with Schedule 5;

 "Confidential                        Information" all confidential information
                                      received or obtained as a result of
                                      entering into or performing, or supplied
                                      by or on behalf of a party in the
                                      negotiations leading to, this Agreement
                                      and which relates to:

                                      (i)    the Company and the Subsidiaries;

                                      (ii)   any aspect of the Business;

                                      (iii)  the Purchaser;

"Connected Person"                    a person connected with any of the Vendors
                                      or the Directors within the meaning of
                                      section 839, ICTA 1988;

 "Consideration"                      Companies effected prior to Completion the
                                      principles of which are set out in a
                                      letter from Ernst & Young to Inland
                                      Revenue Capital Gains Clearance Section
                                      dated 16th March 2001;

"Demerged Companies"                  Harrisons (Management) Limited (formerly
                                      known as Stirling Shipmanagement Limited)
                                      and Harrisons (Offshore) Limited (formerly
                                      known as Clyde Designs Limited);

 "Directors"                          the directors of the Company and the
                                      Subsidiaries named in Schedule 2;

"Disclosed"                           fairly disclosed by the Disclosure
                                      Documents and by the general and specific
                                      disclosures set out in or annexed to the
                                      Disclosure Letter and "Disclosure" shall
                                      be construed accordingly;

"Disclosure Bundle"                   the two identical bundles of documents


                                       4
<PAGE>

                                      collated by or on behalf of the
                                      Warrantors, the outside cover of one copy
                                      of which has been signed for
                                      identification by or on behalf of the
                                      Warrantors and the Purchaser;

"Disclosure Documents"                the Disclosure Letter and the Disclosure
                                      Bundle;

"Disclosure                           Letter" the letter described as such of
                                      even date herewith addressed by the
                                      Warrantors to the Purchaser and accepted
                                      by the latter immediately before the
                                      signature hereof;

"Encumbrance"                         any interest or equity of any person
                                      (including any right to acquire, option or
                                      right of pre-emption) or any mortgage,
                                      charge, pledge, lien, claims, assignment,
                                      hypothecation, security interest, rights
                                      in rem or any other security agreement ;

"Environment"                         any and all organisms (including man),
                                      ecosystems, property and the following
                                      media: air (including the air within
                                      buildings and the air within other natural
                                      or man-made structures whether above or
                                      below ground); water (including water
                                      under or within land or in drains or
                                      sewers and coastal and inland waters); and
                                      land (including land under water);

"Environmental Agreements"            any and all leases or licences or other
                                      agreements which are binding upon the
                                      Company or any of the Subsidiaries but
                                      only to the extent that they relate,
                                      either wholly or in part, to the
                                      protection of the Environment, and/or the
                                      prevention of Harm;

"Environmental Laws"                  any and all laws, whether civil, criminal
                                      or administrative, which have as a purpose


                                       5
<PAGE>

                                      or effect the protection of the
                                      Environment, and/or the mitigation,
                                      abatement, containment or prevention of
                                      Harm and/or the provision of remedies in
                                      respect of Harm, including European
                                      Community or European Union regulations,
                                      directives and decisions having direct
                                      force of law; statutes and subordinate
                                      legislation; regulations, orders,
                                      ordinances; Permits, statutory codes of
                                      practice, statutory guidance notes; common
                                      law, local laws and bye-laws; judgments,
                                      notices, orders, directions, instructions
                                      or awards of any Competent Authority; and
                                      Environmental Agreements applicable to the
                                      Company and the Subsidiaries which are in
                                      force or in existence at the date of
                                      Completion;

"Environmental Liability"             liability (including liability in respect
                                      of Remedial Action) on the part of the
                                      Company or any of the Subsidiaries and/or
                                      any of their directors or officers or
                                      shareholders under Environmental Laws;

"ERA"                                 Employment Rights Act 1996;

"Escrow Account"                      the interest bearing account to be
                                      established in the joint names of the
                                      Purchaser's Solicitors and the Vendors'
                                      Solicitors to be operated in accordance
                                      with an escrow letter in agreed terms
                                      between the Vendors and the Purchaser and
                                      their respective Solicitors;

"Existing Use"                        the existing use of the Property which is
                                      set out in Schedule 3;

"FA"                                  Finance Act;

"Financial Year"                      a financial year within the meaning


                                       6
<PAGE>

                                      ascribed to such expression by section
                                      223, CA 85;

"Group"                               together the Company and the Subsidiaries;

"Harm"                                harm to the health of living organisms or
                                      other interference with the ecological
                                      systems of which they form part and, in
                                      the case of man, includes harm to his
                                      property;

"Hazardous Matter"                    any and all matter (whether alone or in
                                      combination with other matter) including
                                      electricity, heat, vibration, noise or
                                      other radiation which may or is liable to
                                      cause significant Harm;

"Holding Company"                     a holding company within the meaning
                                      ascribed to such expression by sections
                                      736 and 736A, CA 85;

"ICTA 1988"                           Income and Corporation Taxes Act 1988;

"Indemnity Agreement"                 an indemnity agreement in respect of
                                      certain matters relating to the Vessels
                                      known as STIRLING CLYDE and STIRLING FORTH
                                      in agreed terms to be entered into on
                                      Completion between Harrisons (Offshore)
                                      Limited, Stirling Offshore Limited,
                                      Stirling Marine Limited and SSCO;

"Intellectual Property Rights"        any and all patents, trademarks, service
                                      marks, copyright, moral rights, rights in
                                      a design, know how, confidential
                                      information and all or any other
                                      intellectual or industrial property rights
                                      whether or not registered or capable of
                                      registration and whether subsisting in the
                                      United Kingdom or any other part of the
                                      world together with all or any goodwill
                                      relating or attached thereto;



                                       7
<PAGE>

"ITA"                                 Inheritance Tax Act 1984;

"Letter of Credit"                    the letter of credit in the agreed terms
                                      to be issued by Den Norske Bank ASA to the
                                      Vendors' Solicitors at Completion in
                                      respect of the Loan Note Consideration
                                      together with accrued interest

"Loan Notes"                          the loan notes in agreed terms created
                                      pursuant to the Loan Note Instrument;

"Loan Note Consideration"             (pound)14,668,942 nominal amount of Loan
                                      Notes;

"Loan Note Instrument"                the loan note instrument in agreed terms
                                      of the Purchaser dated           May 2001
                                      constituting up to(pound)14,668,942 of the
                                      Loan Notes;

"Management Agreement"                the ship management agreement relating to
                                      the technical and commercial management of
                                      the vessels known as STIRLING CLYDE and
                                      STIRLING FORTH in agreed terms to be
                                      entered into on Completion between
                                      Harrisons (Offshore) Limited and SSML;

"Ordinary Shares"                     the 551,044 Ordinary Shares of(pound)1
                                      each in the capital of the Company;

"Pension Schemes"                     agreements or legally binding arrangements
                                      for the payment of any pensions,
                                      allowances, lump sums or other like
                                      benefits on retirement or on death or
                                      during periods of sickness or disablement
                                      for the benefit of any present or former
                                      director, officer or employee of the
                                      Company or of any of the Subsidiaries or
                                      for the benefit of the dependants of any
                                      such persons;

"Performance Guarantee Agreement"     an agreement relating to the performance


                                       8
<PAGE>

                                      guarantees to be given by SS Co to Shell
                                      U.K. Limited in agreed terms to be entered
                                      into on completion of the Demerger between
                                      SSCO and Shell U.K. Limited;

"Performance Guarantee Fee
Agreement"                            an agreement in respect of the payment of
                                      fees and other matters relating to the
                                      Performance Guarantee Agreement in agreed
                                      terms to be entered into on completion of
                                      the Demerger between SSCO and Harrisons
                                      (Offshore) Limited;

"Permits"                             any and all licences, consents, permits
                                      and authorisations made or issued pursuant
                                      to or under, or required by, Environmental
                                      Laws in relation to the carrying on of the
                                      Business;

"the Pooling Agreement"               the pooling agreement in agreed terms
                                      relating to the use of the vessels known
                                      as STIRLING CLYDE and STIRLING FORTH and
                                      two of the Vessels, namely STIRLING TAY
                                      and STIRLING SPEY to be entered into on
                                      Completion between Harrisons (Offshore)
                                      Limited, Stirling Offshore Limited,
                                      Stirling Marine Limited and SSML;

"Pre Completion Dividends"            the dividends declared in respect of the
                                      Shares in SSCO prior to Completion details
                                      of which are contained in Schedule 9;

"Pre Completion Period"               the period from 1st January 2001 to the
                                      date of Completion (inclusive);

"Proceedings"                         any proceeding, suit or action arising out
                                      of or in connection with this Agreement;

"Property"                            the property of which short particulars
                                      are set out in Schedule 3;



                                       9
<PAGE>

"Purchaser's Group"                   the Purchaser and its Affiliates;

"Purchaser's Solicitors"              Wright Son & Pepper of 9 Grays Inn Square,
                                      London WC1R 5JF;

"Ratchet Adjustment Mechanism"        the agreement among the Vendors of even
                                      date in respect of the adjustments to the
                                      operation of the ratchet provisions
                                      relating to the Vendors;

"Remedial Action"                     (i) preventing, limiting, removing,
                                      remedying, cleaning-up, abating or
                                      containing the presence or effect of any
                                      Hazardous Matter in the Environment to the
                                      standard required by the Competent
                                      Authority; or (ii) carrying out
                                      investigative work and obtaining legal and
                                      other professional advice as is reasonably
                                      required in relation to (i);

"Restricted Warrantor"                means each of Iain Victor Robinson
                                      Harrison, Patrick Charles Lorne Harrison,
                                      James Anthony Frank Cowderoy, Douglas
                                      James Christian Harrison, Gerald Robert
                                      Sebastian Harrison and Nigel John Anthony
                                      Harrison;

"Retention"                           the sum of(pound)455,919 to be paid into
                                      the Escrow Account on Completion;

"SEC"                                 the United States Securities and Exchange
                                      Commission;

"Shares"                              the A Ordinary Shares, the B Ordinary
                                      Shares, the Ordinary Shares and the
                                      Deferred Shares;

"Shell  Novation Agreement"           a novation agreement in agreed terms in
                                      respect of certain charter party
                                      agreements relating to the vessels known
                                      as STIRLING CLYDE and STIRLING FORTH to be
                                      entered into on completion of the Demerger
                                      between Shell U.K. Limited and Stirling


                                       10
<PAGE>

                                      Offshore Limited and Harrisons (Offshore)
                                      Limited;

"SSAP"                                a statement of standard accounting
                                      practice or financial reporting standard
                                      in force at the date hereof as issued by
                                      the Institute of Chartered Accountants in
                                      England and Wales and adopted by the ASB
                                      as an Accounting Standard;

"SSCO"                                Stirling Shipping Company Limited, one of
                                      the Subsidiaries;

"SSML"                                Stirling Shipmanagement Limited (formerly
                                      known as Stirling Ferries Limited), one of
                                      the Subsidiaries;

 "subsidiary"                         a subsidiary within the meaning ascribed
                                      to such expression by sections 736 and
                                      736A, CA 85;

"subsidiary undertaking"              a subsidiary undertaking within the
                                      meaning ascribed to such expression by
                                      section 258, CA 85;

"Subsidiaries"                        the subsidiaries of the Company named in
                                      Part 2 of Schedule 2;

"Taxation" or "Tax"              (a)        all forms of taxation including any
                                            charge, tax, duty, levy, impost,
                                            withholding or liability wherever
                                            chargeable imposed for support of
                                            national, state, federal, municipal
                                            or local government and whether of
                                            the UK or any other jurisdiction;
                                            and
                                 (b)        any penalty, fine, surcharge,
                                            interest, charges or costs payable
                                            in connection with any taxation
                                            within (a) above;



                                       11
<PAGE>

"Taxation Authority"                  the Inland Revenue, Customs & Excise,
                                      Department of Social Security and any
                                      other governmental or other authority
                                      whatsoever competent to impose any
                                      Taxation whether in the United Kingdom or
                                      elsewhere;

"Tax Claim"                           any claim by the Purchaser in connection
                                      with the Tax Warranties or the Tax Deed;

"Tax Deed"                            the deed in the agreed terms containing
                                      certain taxation covenants between the
                                      Warrantors and the Purchaser;

"Taxation Statute"                    any directive, statute, enactment, law or
                                      regulation, wheresoever enacted or issued,
                                      coming into force or entered into
                                      providing for or imposing any Taxation and
                                      shall include orders, regulations,
                                      instruments, bye-laws or other subordinate
                                      legislation made under the relevant
                                      statute or statutory provision and any
                                      directive, statute, enactment, law, order,
                                      regulation or provision which amends,
                                      extends, consolidates or replaces the same
                                      prior to the date hereof or which has been
                                      amended, extended, consolidated or
                                      replaced by the same prior to the date
                                      hereof;

"Tax Warranties"                      the warranties set out in Part 2 of
                                      Schedule 4;

"TCGA"                                Taxation of Chargeable Gains Act 1992;

"TMA"                                 Taxes Management Act 1970;

"Trade Union"                         as defined in section 1, TULRCA;

"TULRCA"                              Trade Union and Labour Relations
                                      (Consolidation) Act 1992;



                                       12
<PAGE>

"TUPE"                                Transfer of Undertakings (Protection of
                                      Employment) Regulations 1981;

 "VAT"                                value added tax;

"VATA"                                Value Added Tax Act 1994;

"Vendors' Accountants"                Ernst & Young of George House, 50 George
                                      Square, Glasgow G2 1RR;

 "Vendors' Representatives"           Mike Hill of 38 Carden Place, Aberdeen
                                      AB10 1UP on behalf of 3i and James
                                      Cowderoy of The Glassert, Lochard Road,
                                      Aberfoyle, Stirlingshire FK8 3TJ one of
                                      the Vendors in respect of the rest of the
                                      Vendors;

"Vendors' Solicitors"                 McGrigor Donald of Pacific House, 70
                                      Wellington Street, Glasgow G2 6SB;

 "the Vessels"                        the whole of each of the vessels listed in
                                      Part 1 of Schedule 8 including with
                                      respect to each Vessel (whether onboard or
                                      ashore) all spare parts and equipment
                                      relating to those vessels (which means all
                                      vessels equipment other than those items
                                      of equipment belonging to the STIRLING
                                      FORTH and the STIRLING CLYDE set out on an
                                      inventory signed by or on behalf of the
                                      parties for identification prior to the
                                      Vendors' and Purchaser's execution
                                      hereof), inventory, appurtenances, stores
                                      and supplies, fuel and lubes;

"Vessel Claim"                        any Claim in respect of or relating to any
                                      of the Vessels including any Claim
                                      pursuant to paragraphs 21.1 and 21.2 of
                                      Part 3 of Schedule 4 and any Claim
                                      relating to any charter party, loan or
                                      other financing agreement, management
                                      agreement, pooling agreement, hire


                                       13
<PAGE>

                                      agreement or rental agreement in relation
                                      to any of the Vessels;

"Warranties"                          the warranties set out in Clause 9 and
                                      Schedule 4;

"Warrantors"                          all of the Vendors other than 3i;

"in the agreed terms"                 in the form agreed between the Vendors and
                                      the Purchaser and signed for the purposes
                                      of identification by or on behalf of each
                                      party prior to the Vendors' and
                                      Purchaser's execution hereof.

1.2        The table of contents and headings in this Agreement are inserted for
           convenience only and shall not affect its construction.

1.3        Unless the context otherwise requires words denoting the singular
           shall include the plural and vice versa, references to any gender
           shall include all other genders and references to persons shall
           include bodies corporate, unincorporated associations and
           partnerships, in each case whether or not having a separate legal
           personality. References to the word "include" or "including" are to
           be construed without limitation.

1.4        References to recitals, schedules and clauses are to recitals and
           schedules to and clauses of this Agreement unless otherwise specified
           and references within a schedule to paragraphs are to paragraphs of
           that schedule unless otherwise specified.

1.5        References in this Agreement to any statute, statutory provision or
           EC Directive include a reference to that statute, statutory provision
           or EC Directive as amended, extended, consolidated or replaced from
           time to time (whether before or after the date of this Agreement) and
           include any order, regulation, instrument or other subordinate
           legislation made under the relevant statute, statutory provision or
           EC Directive except to the extent that any modification enacted after
           the date of this Agreement would increase the liability of any party
           under this Agreement.

1.6        Words and expressions defined in the Tax Deed shall to the extent not


                                       14
<PAGE>

           inconsistent bear the same meanings in this Agreement.

1.7        References to any English legal term for any action, remedy, method
           of judicial proceeding, legal document, legal status, court, official
           or any legal concept, state of affairs or thing shall in respect of
           any jurisdiction other than England be deemed to include that which
           most approximates in that jurisdiction to the English legal term.

1.8        Any reference to "writing" or "written" includes faxes and any
           non-transitory form of visible reproduction of words but shall not
           include email.

1.9        Any agreement, covenant, representation, warranty, undertaking or
           liability arising under this Agreement on the part of two or more
           persons shall be deemed to be made or given by such persons severally
           and not jointly, or jointly and severally.

1.10       References to the Vendors and to the Warrantors shall be construed as
           a reference to each of them severally and not to the Vendors jointly
           or jointly and severally.

1.11       The obligations of each of the Vendors and each of the Warrantors and
           all representations, agreements and undertakings (if any) given by
           them are given severally only and not jointly or jointly and
           severally.

1.12       In Schedule 4, references to the Company shall be deemed to include a
           corresponding reference to the Subsidiaries and each of them
           severally and references to the Accounts are to those of the Company
           or the relevant Subsidiary as the case may be.

1.13       References to times of the day are to London time and references to a
           day are to a period of 24 hours running from midnight.

1.14       References to the Purchaser shall include references to any permitted
           assignees pursuant to Clause 14.1.

2.         SALE AND PURCHASE
           -----------------

2.1        Obligation to sell and purchase
           Subject to the terms of this Agreement, each of the Vendors shall
           sell with full title guarantee free from Encumbrances, that number of


                                       15
<PAGE>

           Shares of which he is the registered holder at Completion and which
           are set opposite his name in column (2) of Schedule 1 and the
           Purchaser shall purchase such interests in the same together with all
           rights attaching thereto at Completion.

2.2        Dividends and distributions
           The Purchaser shall be entitled to receive all dividends and
           distributions declared by the Company on or after the date of
           Completion.

2.3        Sale of all Shares
           The Purchaser shall not be obliged to complete the purchase of any of
           the Shares unless the purchase of all the Shares is completed
           simultaneously.

2.4        3i Warranty
           3i warrants that there is no Encumbrance on, over or affecting the
           Shares of which it is the registered proprietor and there is no
           agreement or arrangement to create any such Encumbrance.

3.         CONSIDERATION
           -------------

3.1        Consideration
           The Shares shall be sold for the Consideration but subject to
           adjustment as provided in Clause 7.

3.2        The Consideration shall be paid or satisfied as follows:-

3.2.1      by the payment in cash on Completion of the Cash Consideration
           ((pound)29,881,061.08) subject to the Retention;
3.2.2      by the allotment on Completion of the Consideration Shares credited
           as fully paid; and
3.2.3      by the issue on Completion of the Loan Notes.





                                       16
<PAGE>

3.3        Entitlement to consideration
           The Consideration shall belong to the Vendors in the form and in the
           amounts set opposite their respective names in columns (3), (4) and
           (5) of Schedule 1.

4.         WAIVERS OF PRE-EMPTION
           ----------------------

           Each of the Vendors hereby waives all rights of pre-emption or other
           rights over any of the Shares conferred on him either by the articles
           of association of the Company or in any other way.

5.         COMPLETION
           ----------

5.1        Time and location
           Completion shall take place at the offices of the Vendors' Solicitors
           immediately after signature of this Agreement.

5.2        Vendors' obligations
           At Completion:
5.2.1      each Vendor other than 3i shall in respect of the Shares held by him
           deliver to the Purchaser each of the documents listed in Part 1 of
           Schedule 6; and
5.2.2      the Vendors other than 3i shall insofar as it is within their
           respective power so to do procure that all necessary steps are taken
           properly to effect the matters listed in Part 2 of Schedule 6 at
           board meetings of the Company and each of the Subsidiaries and the
           Warrantors shall deliver to the Purchaser duly signed minutes of all
           such board meetings;
5.2.3      3i shall deliver to the Purchaser the share certificate relative to
           its shareholdings in the Company together with a duly executed stock
           transfer form in favour of the Purchaser in respect of such
           shareholdings.
5.2.4      each of the Vendors named in Part 5 of Schedule 6 shall deliver to
           the Purchaser a letter in the form set forth in Part 5 of Schedule 6.

5.3        Purchaser's obligations
           Subject to the Vendors complying with their obligations under
           sub-clause 5.2 the Purchaser shall at Completion:

5.3.1      procure that all necessary steps are taken properly to effect the
           matters listed in Part 3 of Schedule 6 at a board meeting of the
           Purchaser;
5.3.2      deliver to the Vendors each of the documents listed in Part 4 of
           Schedule 6;
5.3.3      pay or procure the payment of the sum of (pound)29,425,142.08 by way
           of electronic transfer in immediately available funds to the Vendors'


                                       17
<PAGE>

           Solicitors who are irrevocably authorised by the Vendors to receive
           the same and whose receipt shall be an effective discharge of the
           Purchaser's obligation to pay such sum and the Purchaser shall not be
           concerned to see the application of such sum;
5.3.4      pay or procure the payment into the Escrow Account of the sum
           of(pound)455,919 by way of electronic payment in immediately
           available funds.

5.4        Pending Registration
           Each of the Vendors (other than 3i in respect of Clause 5.4.4) hereby
           declares that during the period of three calendar months following
           Completion and for so long as he remains the registered holder of any
           of the Shares after Completion he will:-

5.4.1      stand and be possessed of the Shares and the dividends and other
           distributions of profits or surplus or other assets in respect
           thereof (other than the Pre Completion Dividends) and all rights
           arising out of or in connection therewith in trust for the Purchaser;
5.4.2      deal with and dispose of the Shares, and all such dividends,
           distributions and rights attaching to the Shares as the Purchaser may
           reasonably direct and at its cost;
5.4.3      at the request of the Purchaser and at its cost vote at all meetings
           which he shall be entitled to attend as the holder of the Shares in
           such manner as the Purchaser may reasonably direct; and
5.4.4      if so requested by the Purchaser and at its cost, execute all
           instruments of proxy or other documents which the Purchaser may
           reasonably require and which may be necessary or desirable to enable
           the Purchaser to attend and vote at any such meeting.

6.         COMPLETION ACCOUNTS
           -------------------

6.1        Preparation of Completion Accounts
6.1.1      Forthwith after Completion, the Purchaser shall procure the
           preparation by the Company of a draft of the Completion Accounts and
           statement of Adjusted Net Assets for the Group as at the close of
           business on the date of Completion and the Purchaser shall submit
           them to each of the Vendors for review within 90 days after
           Completion.
6.1.2      If the Purchaser shall fail to procure the preparation of accounts in
           accordance with sub-clause 6.1.1, the Vendors may procure the same at
           the Purchaser's expense.


                                       18
<PAGE>

6.1.3      The Completion Accounts shall consist of a consolidated balance sheet
           for the Company as at the close of business on the date of Completion
           and a consolidated profit and loss account for the Company in respect
           of the Pre-Completion Period and the Completion Accounts shall be
           prepared in accordance with the principles set out in Schedule 5.
6.1.4      Unless within 15 Business Days after receipt of the draft Completion
           Accounts and draft statement of Adjusted Net Assets pursuant to
           sub-clause 6.1.1 either of the Vendors' Representatives notifies the
           Purchaser in writing of any disagreement or difference of opinion
           relating to the draft Completion Accounts and draft statement of
           Adjusted Net Assets, the parties shall be deemed to have accepted and
           agreed the Completion Accounts and statement of Adjusted Net Assets.
6.1.5      If within the period of 15 Business Days referred to in sub-clause
           6.1.4 either of the Vendors' Representatives notifies the Purchaser
           of any disagreement or difference of opinion relating to the draft
           Completion Accounts and statement of Adjusted Net Assets ("Notice of
           Disagreement") and if they are able to resolve such disagreement or
           difference of opinion within 15 Business Days of the Notice of
           Disagreement, the parties shall be deemed to have accepted and agreed
           such accounts and statement of Adjusted Net Assets.
6.1.6      If the parties are unable to reach agreement within 15 Business Days
           of the Notice of Disagreement, the matter in dispute shall be
           referred to the decision of an independent chartered accountant (the
           "Independent Accountant") to be appointed (in default of nomination
           by agreement between the Vendors and the Purchaser within 7 Business
           Days) by the President for the time being of the Institute of
           Chartered Accountants in Scotland.
6.1.7      The Independent Accountant shall act as an expert and not as an
           arbitrator, the Arbitration Act 1996 shall not apply and his decision
           shall (in the absence of manifest error) be final and binding on the
           Vendors and the Purchaser. The costs of the Independent Accountant
           shall be apportioned between the Vendors and the Purchaser as the
           Independent Accountant shall decide but each party shall be
           responsible for its own costs of presenting its case to the
           Independent Accountant.
6.1.8      The Purchaser shall procure that the Vendors and the Independent
           Accountant are given access to all the relevant books, records and
           accounts of the Company and the Purchaser agrees that the Company's
           officers and employees shall be at liberty to disclose to the Vendors
           any information and copies of any documents which they receive by
           virtue of this clause for the purposes of reviewing the Completion
           Accounts.


                                       19
<PAGE>

6.1.9.1    The Purchaser shall procure that SSCO pays the dividend set out at
           paragraphs 5 and 6 of Schedule 9 to shareholders on the register of
           SSCO as at midnight on 2nd May 2001 within 7 Business Days after
           agreement or determination of the Adjusted Net Assets in terms of
           Clause 7.
6.1.9.2    Each Vendor hereby waives any entitlement to interest on the dividend
           referred to in Clause 6.1.9.1 pursuant to the articles of association
           of SSCO and hereby releases SSCO from any liability in respect
           thereof.

7.         ADJUSTMENT OF CONSIDERATION
           ---------------------------

7.1        The Consideration shall be adjusted after Completion in accordance
           with the following provisions of this Clause 7.

7.2.1      If the Adjusted Net Assets are less than (pound)54,329,000 the
           Consideration shall be reduced by the amount of the deficiency.
7.2.2      If the Adjusted Net Assets are greater than (pound)54,329,000 the
           Consideration shall be increased by the amount of the excess.

7.3        Any reduction in the Consideration pursuant to the provisions of
           Clause 7.2.1 up to(pound)1,000,000 shall be paid to the Purchaser:-

           (a)    as to 45.5919% thereof out of the Retention together with the
                  interest thereon (and the balance of the Retention (if any)
                  together with the interest thereon shall be paid to the
                  Vendors) and;

           (b)    as to 54.4081% thereof by way of a pro rata abatement of
                  payments due under the Loan Notes such abatement not exceeding
                  (pound)544,081 in nominal value;

           and the Warrantors shall be severally liable (in the proportions set
           out in column (7) of Schedule 1) to pay the Purchaser the amount by
           which any such reduction in the Consideration exceeds
           (pound)1,000,000.

7.4        If the Consideration is increased pursuant to Clause 7.2.2 the
           Retention (together with the interest thereon) shall be released to
           the Vendors and the amount of the increase shall be paid or satisfied
           by the Purchaser in each case within 7 Business Days after the amount
           of the increase shall have been agreed or determined in accordance
           with Clause 6. Any such increase up to and including the sum of
           (pound)500,000 shall be paid in cash but subject thereto if any such


                                       20
<PAGE>

           increase shall exceed the sum of (pound)500,000 the whole of such
           increase shall be paid or satisfied in the form and in the
           proportions in which the Vendors receive the Consideration as set out
           in Columns (3), (4) and (5) respectively of Schedule 1.

7.5        The Purchaser acknowledges that the split of the Consideration
           amongst the Vendors may be adjusted in accordance with the Ratchet
           Adjustment Agreement.

8.         CONSIDERATION SHARES AND LOAN NOTES
           -----------------------------------

8.1        Each Vendor acknowledges and agrees that the Loan Notes will be
           issued to the Vendors without registration under the Securities Act
           and the Loan Notes may not be offered for sale, sold or otherwise
           transferred in the absence of such registration or an exemption
           therefrom.

8.2        Each Vendor, entitled to receive Loan Notes hereunder by reason of
           his business and financial experience, has such knowledge,
           sophistication and experience in business and financial matters as to
           be capable of evaluating the merits and risks of the investment
           represented by the Loan Notes is able to bear the economic risk of
           such investment and is able to afford a complete loss of such
           investment. Each of such Vendors had read the Purchaser's 1999 Annual
           Report and proxy statement for its 2000 Annual Meeting of
           Stockholders together with the Purchaser's Quarterly Reports on Form
           10-Q for the first three quarters of 2000 as filed with the SEC and
           the Purchaser's Reports on Form 8-K filed with the SEC on 16th June
           2000, 18th January 2000 and 5th, 8th and 9th March 2000 and each of
           such Vendors has been given a full opportunity to ask questions of
           and to receive answers from representatives of the Purchaser
           concerning the terms of the Loan Notes, the business of the Purchaser
           and such other information as he desired in order to evaluate an
           investment in the Loan Notes, and all such questions have been
           answered to the full satisfaction each of such Vendor.

8.3        If the number of Consideration Shares which falls to be issued to any
           Vendor hereunder is less than a whole number the number shall be
           rounded down and the Purchaser shall make up in cash the deficit in
           the amount of the Consideration due to that Vendor calculated by
           reference to the agreed value of the Consideration Shares.



                                       21
<PAGE>

9.         WARRANTIES
           ----------

9.1        Extent of Warranties
           In consideration of the Purchaser agreeing to purchase the Shares on
           the terms contained in this Agreement, the Warrantors hereby:

9.1.1      in relation to the Company and each of the Subsidiaries warrant to
           the Purchaser in the terms set out in Schedule 4;
9.1.2      in the event of any breach or non-fulfilment of any of the Warranties
           relating to Vessel Claims or Claims under paragraphs 7.2.1, 11.1,
           11.2, 11.3 of Part 1 of Schedule 4 and paragraphs 22.1 and 22.3 of
           Part 4 of Schedule 4, undertake to the Purchaser that the Warrantors
           will on demand pay to the Purchaser:

           (a)    the full amount of any shortfall or diminution in the value of
                  any assets of the Company or any of the Subsidiaries and an
                  amount equal to any other loss suffered or incurred by the
                  Purchaser, the Company or any of the Subsidiaries as a result
                  of or in relation to any act, matter, thing or circumstance
                  constituting a breach or non-fulfilment of any of the
                  Warranties referred to in Clause 9.1.2 (other than loss of
                  profits and consequential damage covered by insurance); and
           (b)    all proper costs and expenses suffered or incurred by the
                  Purchaser, the Company, any of the Subsidiaries or any such
                  successor directly or indirectly as a result of or in relation
                  to any breach or non-fulfilment of any of the Warranties
                  referred to in Clause 9.1.2.

9.2        Obligation to make enquiries
           Where any of the Warranties is made or given "so far as the
           Warrantors are aware", such Warranty shall be deemed to be given to
           the best of the knowledge, information and belief individually or
           collectively of any one or more of the Warrantors after making due
           and careful enquiries into the subject matter of that warranty of
           each other before giving such warranty and the knowledge, information
           and belief of any one of the Warrantors shall be imputed to the
           remaining Warrantors.

9.3        Information supplied by the Company and Subsidiaries
           Any information supplied by or on behalf of the Company or on behalf
           of any of the Subsidiaries (or by any officer, employee or agent of
           any of them) to the Warrantors in connection with the Warranties, the
           Indemnities or the Tax Deed or the information Disclosed in the


                                       22
<PAGE>

           Disclosure Documents shall not constitute a warranty, representation
           or guarantee as to the accuracy of such information in favour of the
           Warrantors and the Warrantors hereby undertake to the Purchaser that,
           save in the case of fraud by any such person, to waive any and all
           claims which they might otherwise have against the Company or any of
           the Subsidiaries or against any officer, employee or agent of any of
           them in respect of such claims but so that this shall not preclude
           any Warrantor from claiming against any other Warrantor under any
           right of contribution or indemnity to which he may be entitled.

9.4        Separate and independent warranties
           Each of the Warranties set out in the separate paragraphs of Schedule
           4 shall be separate and independent and save as expressly otherwise
           provided shall not be limited by reference to any other such Warranty
           or by anything in this Agreement, the Disclosure Documents or the Tax
           Deed.

9.5        No Set-Off
           Save only in the circumstances provided for in Clause 7, the Company
           shall not be entitled to deduct from the principal which would
           otherwise be payable on redemption of the Loan Notes any sum which it
           is entitled to retain or deduct pursuant to this Agreement.

 9.6       Purchaser Warranty
           The Purchaser warrants to and with the Vendors the following:-

9.6.1      Authorisation; Enforceability: The signature, execution and
           performance of this Agreement and all ancillary documents by the
           Purchaser and the transactions contemplated hereby and thereby have
           been duly authorised and are within the power of the Purchaser and
           (assuming due execution by the other parties thereto) constitute
           binding obligations enforceable against the Purchaser in accordance
           with their terms.

9.6.2      Issuance of Shares: Registration of Shares: The Consideration Shares
           are duly authorised and, upon issuance in accordance with the terms
           of this Agreement shall be validly issued, fully paid and
           non-assessable, and free from all taxes, liens and charges with
           respect to the issue thereof and shall not be subject to pre-emptive
           rights of securityholders of the Purchaser. The Purchaser represents
           and warrants that (i) the Purchaser's Registration Statement No.
           333-53320 on Form S-4 ("the Registration Statement") is effective as
           of the date hereof as to the issuance of the Consideration Shares


                                       23
<PAGE>

           (ii) the Registration Statement (including the prospectus contained
           therein) complied as of the filing date and complies as of the date
           hereof in all material respects with the requirements of the
           Securities Act of 1933, as amended ("the Securities Act") and the
           rules and regulations of the Securities and Exchange Commission ("the
           SEC") promulgated thereunder applicable to the Registration
           Statement, and except for any statements or omissions from the
           Registration Statement based upon information furnished to the
           Purchaser by any Vendor specifically for use therein the Registration
           Statement did not contain, at the time it was filed with the SEC, and
           does not contain as of the date hereof, any untrue statement of a
           material fact or does not omit to state a material fact required to
           be stated therein or necessary in order to make the statements
           therein, in light of the circumstances in which they were made, not
           misleading. The Consideration Shares, upon their issuance, will be
           freely transferable except as Rule 145 promulgated under the
           Securities Act may otherwise provide. The class of Purchaser's
           securities that includes the Consideration Shares is listed on the
           New York Stock Exchange.
9.6.3      No Conflicts: The execution, delivery and performance of this
           Agreement and all ancillary documents by the Purchaser and the
           consummation by the Purchaser of the transactions contemplated hereby
           and thereby will not (i) result in a violation of the certificate of
           incorporation or by-laws of the Purchaser or (ii) conflict with, or
           constitute a default (or an event which with notice or lapse of time
           or both would become a default) under, or give to others any rights
           of termination, amendment, acceleration or cancellation of, or
           otherwise result in an adverse change in the terms currently in
           effect under, any agreement, indenture or instrument to which the
           Purchaser or any of its subsidiaries is a party, or result in a
           violation of any law, rule, regulation, order, judgment or decree
           (including any securities laws and regulations) applicable to the
           Purchaser or any of its subsidiaries or by which any property or
           asset of the Purchaser or any of its subsidiaries is bound or
           affected. Except as specifically contemplated by this Agreement or as
           required under any applicable securities laws, the Purchaser is not
           required to obtain any consent, authorisation or order of, or make
           any filing or registration with, any court or governmental agency or
           any regulatory or self regulatory agency or any other person in order
           for it to execute, deliver or perform any of its obligations under
           this Agreement and all ancillary documents in accordance with their
           respective terms.
9.6.4      The Purchaser has filed all required reports, schedules, forms,
           statements and other documents with the SEC since 31st December 1999
           ("the SEC Documents"). As of their respective dates, the SEC
           Documents complied as to form in all material respects with the


                                       24
<PAGE>

           requirements of the Securities Exchange Act of 1934, as amended, as
           the case may be, and the rules and regulations of the SEC promulgated
           thereunder applicable to such SEC Documents, and none of the SEC
           Documents contained any untrue statement of a material fact or
           omitted to state a material fact required to be stated therein or
           necessary in order to make the statements therein, in light of the
           circumstances under which they were made, not misleading.
9.6.5      The audited and unaudited consolidated balance sheets and the related
           consolidated statements of earnings, stockholders' equity and cash
           flows, and the related notes thereto included in the SEC Documents
           (collectively the "Seacor Financial Statements") have been prepared
           in accordance with U.S. Generally Accepted Accounting Principles
           applied on a basis consistent with prior periods, and present fairly
           the financial position of the Purchaser and its subsidiaries at the
           dates of the balance sheets included therein and the related results
           of operations and cash flows for the periods then ended, except, in
           the case of unaudited consolidated balance sheets and related
           consolidated unaudited statements of earnings and cash flows, of the
           Purchaser and its subsidiaries included in the SEC Documents, as
           permitted by Rule 10.01 of Regulations S-X of the SEC. The unaudited
           Seacor Financial Statements reflect all adjustments (consisting only
           of normal recurring adjustments) that are necessary for a fair
           statement of the results for the interim periods presented therein.
           None of the Purchaser or its affiliates has, nor are any of their
           respective assets subject to, any liability, commitment, debt or
           obligation (of any kind whatsoever whether absolute or contingent,
           accrued, fixed, known, unknown, matured or unmatured), except (i) as
           and to the extent reflected on the most recently dated balance sheet
           included in the Seacor Financial Statements ("the Seacor Latest
           Balance Sheet"), (ii) as may have been incurred or may have arisen
           since the date of the Seacor Latest Balance Sheet in the ordinary
           course of business and that are not material individually or in the
           aggregate or (iii) as permitted by this Agreement.
9.6.6      Absence of Certain Changes: Since 1st January 2001 there has been no
           material adverse change and no material adverse development in the
           business, properties, operations, financial conditions, results of
           operations of the Purchaser and its subsidiaries, taken as a whole,
           except as disclosed in the SEC Documents or the 31st December 2000
           financial statements of the Purchaser.
9.6.7      Absence of Litigation: Other than as disclosed in the SEC Documents,
           there is no action, suit, proceeding, inquiry or investigation before
           or by any court, public board, government agency, self regulatory
           organisation or body pending or, to the knowledge of the Purchaser


                                       25
<PAGE>

           threatened against or affecting the Purchaser or any of its
           subsidiaries, of a nature which would be required to be disclosed in
           the SEC Documents pursuant to applicable securities laws and
           regulations.

9.7        Vendors Warranty
9.7.1      Each Vendor other than 3i warrants to the Purchaser that such Vendor
           (1) is not a "U.S. Person" as defined in Rule 902 of Regulation S
           promulgated under the 1933 Act (as defined) and has executed this
           Agreement outside the United States and/or (2) is an "Accredited
           Investor" as defined in Rule 601(a) of Regulation D promulgated under
           the Securities Act.
9.7.2      3i Warrants to the Purchaser that it is an "Accredited Investor" as
           defined in Rule 501(a) of Regulation B promulgated under the
           Securities Act.

9.8        Purchaser Covenants
9.8.1      The Purchaser agrees to use its best efforts to provide for the
           election of James Cowderoy as a member of the Board of Directors of
           the Purchaser no later than the date of the regularly scheduled
           meeting of the Purchaser's Board of Directors first succeeding that
           date that is 21 days following the date of Completion.
9.8.2      Effectiveness of Registration Statement; Disclosure of Material
           Changes. The Registration Statement will be effective upon the
           issuance of the Consideration Shares as of the Completion Date. The
           Purchaser shall use its best efforts to prepare and file with the SEC
           such amendments (including post-effective amendments) and supplements
           to the Registration Statement and the prospectus used in connection
           with the Registration Statement as may be necessary to keep the
           Registration Statement effective at all times through to the
           Completion Date.
9.8.3      Compliance with Rule 145: The Purchaser agrees that if the stock
           certificates evidencing the Consideration Shares are legended with a
           restrictive legend in connection with Rule 145(d) of the Securities
           Act, upon presentation of a legal opinion along with such other
           documentation as the Purchaser or the transfer agent for the common
           stock of the Purchaser may reasonably request, the Purchaser will
           promptly provide such transfer agent with instructions to promptly
           remove the restrictive legend in connection with the sale of such
           Consideration Shares in compliance with Rule 145(d).



                                       26
<PAGE>

10.        LIMITATION OF VENDORS' LIABILITY
           --------------------------------

10.1       Limitations on Warrantors' liability
           The liability of the Warrantors in respect of any claim under the
           Warranties shall be limited as provided in Schedule 7 but so that the
           limitations on the liability of the Warrantors under this sub-clause
           10.1 and Schedule 7 shall not apply in relation to the Warranties set
           out in paragraph 2.3.1 of Schedule 4.

10.2       Exclusions from Clause 10
           Notwithstanding any other provision of this Agreement, the provisions
           of this Clause 10 and Schedule 7 shall not apply to any claim made
           against the Warrantors in the case of any fraud or dishonesty by or
           on behalf of all or any of the Warrantors provided that each
           Warrantors shall be solely responsible for his own fraudulent or
           dishonest acts.

10.3       Limitations on the Liability of 3i
           The liability of 3i in respect of any matter under this Agreement, in
           the absence of fraud or dishonesty shall not exceed such proportion
           of the Consideration payable to 3i as may be adjusted as provided in
           Clause 7.

11.        PROTECTION OF GOODWILL
           ----------------------

11.1       Covenants
           As further consideration for the Purchaser agreeing to purchase the
           Shares on the terms contained in this Agreement and with the intent
           of assuring to the Purchaser the full benefit and value of the
           goodwill and connections of the Group and as a constituent part of
           the sale of the Shares, each Restricted Warrantor hereby undertakes
           to the Purchaser (contracting for itself and on behalf of the Company
           and of each of the Subsidiaries and for any successor in title to the
           Shares or to part or all of the Business) that (except as a director
           or employee of the Company or of any of the Subsidiaries or with the
           written consent of the Purchaser) he shall not whether on his own
           behalf or with or on behalf of any person and whether directly or
           indirectly by any or person or business controlled by them or any
           Connected Person:

           11.1.1     For a period of 3 years from Completion carry on or be
                      employed, engaged, concerned, interested or in any way
                      assist within the United Kingdom any business which may in
                      any way be in competition with all or part of the Business
                      provided that nothing in this sub-clause 12.1.1 shall
                      prevent a Restricted Warrantor from holding for investment
                      purposes only any units of an authorised unit trust and/or


                                       27
<PAGE>

                      not more than five % of any class of the issued share or
                      loan capital of any company quoted on a recognised
                      investment exchange (as defined in the Financial Services
                      Act 1986);
           11.1.2     For a period of 3 years from Completion canvass, solicit
                      or approach or cause to be canvassed, solicited or
                      approached (in relation to a business which may in any way
                      compete with all or part of the Business) the custom of
                      any person who at any time during the 12 months preceding
                      Completion shall have been a client or customer [or joint
                      venture partner] of the Company or of any of the
                      Subsidiaries;
           11.1.3     For a period of 3 years from Completion in relation to a
                      business which may in any way compete with all or part of
                      the Business provide or seek to provide services to any
                      person who at any time during the 12 months preceding
                      Completion shall have been a client or customer of the
                      Company or of any of the Subsidiaries;
           11.1.4     For a period of 3 years from Completion interfere or seek
                      to interfere or take such steps as may interfere with
                      supplies to the Company and/or any of the Subsidiaries
                      from any suppliers who shall have been supplying goods or
                      services to the Company or to any of the Subsidiaries for
                      use in connection with the Business at any time during the
                      period of 12 months prior to the date of Completion;
           11.1.5     For a period of 3 years from Completion offer employment
                      to or employ or offer to conclude any contract of services
                      with employees of the Company or of any of the
                      Subsidiaries employed in a managerial, supervisory or
                      sales capacity or procure or facilitate the making of such
                      an offer by any person, firm or company or entice or
                      endeavour to entice any such employees of the Company or
                      of any of the Subsidiaries to terminate their employment
                      with the Company or any of the Subsidiaries; or
           11.1.6     at any time after Completion use as a trade or business
                      name or mark or carry on a business under a title
                      containing the word(s) "Stirling Shipping Company" or
                      "Stirling" in conjunction with any word which has a
                      maritime connotation or any other word(s) which is(are)
                      deliberately calculated to resemble the same provided that
                      nothing in this sub-clause shall prevent a Demerged
                      Company from using the names STIRLING CLYDE and STIRLING
                      FORTH on those named


                                       28
<PAGE>

                           vessels transferred as part of the Demerger so long
                           as such vessels are owned by a Demerged Company and
                           are managed by a member of the Group or the
                           Purchaser's Group.

           Each undertaking contained in this sub-clause 11.1 shall be read and
           construed independently of the other undertakings herein as an
           entirely separate and severable undertaking.

11.2       Notwithstanding the provisions of this Clause 11, nothing in this
           Clause 11 shall prevent any of the Restricted Warrantors from being a
           member, officer or an employee of Harrisons (Clyde) Limited or the
           Demerged Companies provided that none of Harrisons (Clyde) Limited or
           the Demerged Companies competes with the Business.

11.3       Severability of covenants
           Whilst the undertakings in sub-clause 11.1 are considered by the
           parties to be reasonable in all the circumstances, if any one or more
           should for any reason be held to be invalid but would have been held
           to be valid if part of the wording thereof was deleted or the period
           thereof reduced or the range of activities or area covered thereby
           reduced in scope, the said undertakings shall apply with the minimum
           modifications necessary to make them valid and effective.

12.        ANNOUNCEMENTS
           -------------

12.1       Restrictions on announcements
           No press conference, announcement or other communication concerning
           the transactions referred to in this Agreement, shall be made or
           despatched by the Vendors on the one hand or the Purchaser on the
           other hand or their agents, employees or advisers to any third party
           without the prior written consent of Purchaser or James Cowderoy (as
           the case may be) save as may be required by law, court order or any
           regulatory authority including the SEC.

12.2       Time limit
           The restrictions contained in this Clause 12 shall continue to apply
           after Completion without limit in time.



                                       29
<PAGE>

13.        FURTHER ASSURANCE
           -----------------

13.1       The Vendors (other than 3i) shall, from time to time on being
           reasonably required to do so by the Purchaser, now or at any time in
           the future, do or procure the doing of all such acts and/or execute
           or procure the execution of all such documents in a form reasonably
           satisfactory to the Purchaser as the Purchaser may reasonably
           consider necessary for giving full effect to this Agreement and
           securing to the Purchaser the full benefit of the rights, powers and
           remedies conferred upon the Purchaser in this Agreement at the cost
           and expense of the Vendors.

13.2       3i shall do all such acts and execute all such documents in a form
           reasonably satisfactory to the Purchaser as shall be necessary to
           effectively transfer to the Purchaser the number of Shares held by 3i
           and to deliver to the Purchaser the share certificates relative
           thereto.

14.        ASSIGNMENT
           ----------

14.1       Limited assignment
           No party may assign the benefit of this Agreement whether absolutely
           or by way of security except with the prior written consent of the
           other parties, such consent not to be unreasonably withheld or
           delayed, (provided that the Purchaser may assign the benefit of this
           Agreement to any member of the Purchaser's Group without any such
           consent on terms that if such member leaves the Purchaser's Group it
           will reassign the benefit of the Agreement to the Purchaser or to
           another member of the Purchaser's Group) and any purported assignment
           in contravention of this clause shall be ineffective.

14.2       Successors in title
           Subject to sub-clause 14.1, this Agreement shall be binding upon and
           enure for the benefit of the personal representatives and assigns and
           successors in title of each of the parties and references to the
           parties shall be construed accordingly.

15.        ENTIRE AGREEMENT: REMEDIES
           --------------------------

15.1       Entire agreement
15.1.1     This Agreement together with the Tax Deed and the Disclosure Letter
           and any other documents in agreed terms constitutes the whole and
           only agreement between the parties relating to the subject matter
           hereof and supersedes and extinguishes any prior drafts, previous


                                       30
<PAGE>

           agreements, undertakings, representations, warranties and
           arrangements of any nature whatsoever, whether or not in writing
           between the parties, in connection with the subject matter hereof.
15.1.2     The Purchaser agrees and acknowledges that it does not enter into
           this Agreement in reliance on any warranty, representation,
           undertaking, stipulation or agreement other than those contained in
           this Agreement.

15.2       Remedies
15.2.1     Subject to Clause 15.2.2, the rights of the Purchaser under this
           Agreement are independent, cumulative and without prejudice to all
           other rights available to it.
15.2.2     The Purchaser agrees and acknowledges that its only remedies in
           respect of any matter which renders any of the Warranties incorrect
           or inconsistent with any of them are in breach of contract in respect
           of the Warranties concerned.
15.2.3     The Purchaser further agrees and acknowledges that it has no right to
           rescind this Agreement either for breach of contract or for negligent
           or innocent misrepresentation.
15.2.4     Without prejudice to the generality of the foregoing, the Purchaser
           waives any right or remedy it may have against the Vendors in respect
           of any statement (whether oral or written) of fact or opinion
           whatsoever, including any untrue or misleading statement, Warranty or
           representation, expressed or implied, made to the Purchaser or its
           agents, officers or employees during the negotiation of or otherwise
           in connection with this Agreement save for any Warranty,
           representation or undertaking expressly contained in this Agreement.

15.3       Non-exclusion of fraud
           Nothing in this Agreement, the Tax Deed or any other document in
           agreed terms shall be read or construed as excluding any liability or
           remedy as a result of fraud.

16.        CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
           --------------------------------------------

           Unless expressly provided in this Agreement no term of this Agreement
           is enforceable pursuant to the Contracts (Rights of Third Parties)
           Act 1999 by any person who is not a party to it.



                                       31
<PAGE>

17.        WAIVER, VARIATION AND RELEASE
           -----------------------------

17.1       No waiver by omission, delay or partial exercise
           No omission to exercise or delay in exercising on the part of any
           party to this Agreement any right, power or remedy provided by law or
           under this Agreement shall constitute a waiver of such right, power
           or remedy or any other right, power or remedy or impair such right,
           power or remedy. No single or partial exercise of any such right,
           power or remedy shall preclude or impair any other or further
           exercise thereof or the exercise of any other right, power or remedy
           provided by law (as allowed by this Agreement) or under this
           Agreement.

17.2       Specific waivers to be in writing
           Any waiver of any right, power or remedy under this Agreement must be
           in writing and may be given subject to any conditions thought fit by
           the grantor. Unless otherwise expressly stated, any waiver shall be
           effective only in the instance and only for the purpose for which it
           is given.

17.3       Variations to be in writing
           No variation to this Agreement shall be of any effect unless it is
           agreed in writing and signed by or on behalf of each party.

17.4       Non-release of all Vendors
           Any liability to the Purchaser under this Agreement or under the Tax
           Deed (when executed) may in whole or in part be released, compounded
           or compromised or time or indulgence given by the Purchaser in its
           absolute discretion as regards any of the Vendors or Warrantors under
           such liability without in any way prejudicing or affecting its rights
           against any other or others of the Vendors or Warrantors under the
           same or like liability, whether joint or several or otherwise.

18.        COSTS AND EXPENSES
           ------------------

18.1       Payment of costs
           Save as otherwise stated in this Agreement, each party shall pay its
           own costs and expenses in relation to the negotiation, preparation,
           execution and carrying into effect of this Agreement.

18.2       Company and Subsidiaries to pay no costs
           For the avoidance of doubt, neither the Company nor any of the
           Subsidiaries shall pay any legal or other professional charges and


                                       32
<PAGE>

           expenses in connection with any investigation of the affairs of the
           Group or the negotiation, preparation, execution and carrying into
           effect of this Agreement or the Demerger save for the costs of the
           Demerger and the costs of Noble Grossart Limited which are taken into
           account in the Completion Accounts.

19.        NOTICES
           -------

19.1       Form of notices
           Any communication to be given in connection with the matters
           contemplated by this Agreement shall except where expressly provided
           otherwise be in writing and shall either be delivered by hand or sent
           by first class pre-paid post or facsimile transmission. Delivery by
           courier shall be regarded as delivery by hand.

19.2       Address and facsimile
           Such communication shall be sent to the address of the relevant party
           referred to in this Agreement or the facsimile number set out below
           or to such other address or facsimile number as may previously have
           been communicated to the other party in accordance with this clause.
           Each communication shall be marked for the attention of the relevant
           person.

           3i Group plc (for the attention of Philip Riman): facsimile number:
           0121 609 3643

           Vendors' Representative for the Vendors other than 3i- facsimile
           number: 0141 352 5601

           Copy to: Morag McNeill, McGrigor Donald - facsimile number: 0131 226
           7700

           Purchaser - facsimile number: 001 212 582 8522. For the attention of
           Randall Blank.

           Copies to:
           Alice Gran - facsimile number: 020 7404 1301
           Purchaser's Solicitors (for the attention of S.M. Alais) - facsimile
           number: 020 7831 7454



                                       33
<PAGE>

19.3       Deemed time of service
           A communication shall be deemed to have been served:
19.3.1     if delivered by hand at the address referred to in sub-clause 19.2,
           at the time of delivery;
19.3.2     if sent by first class pre-paid post to the address referred to in
           sub-clause 19.2, at the expiration of two clear days after the time
           of posting; and
19.3.3     if sent by facsimile to the number referred to in sub-clause 19.2, at
           the time of completion of transmission by the sender.

           If a communication would otherwise be deemed to have been delivered
           outside normal business hours in the time zone of the territory of
           the recipient under the preceding provisions of this clause, it shall
           be deemed to have been delivered at the next opening of such business
           hours in the territory of the recipient.

19.4       Proof of service
           In proving service of the communication, it shall be sufficient to
           show that delivery by hand was made or that the envelope containing
           the communication was properly addressed and posted as a first class
           pre-paid letter or that the facsimile was despatched and a
           confirmatory transmission report received.

19.5       Change of details
           A party may notify the other parties to this Agreement of a change to
           its name, relevant person, address or facsimile number for the
           purposes of sub-clause

19.1       Provided that such notification shall only be effective on:

19.5.1     the date specified in the notification as the date on which the
           change is to take place; or
19.5.2     if no date is specified or the date specified is less than five clear
           Business Days after the date on which notice is deemed to have been
           served, the date falling five clear Business Days after notice of any
           such change is deemed to have been given.

19.6       Notice to Vendors
           Notice given to the Vendors' Representatives shall be deemed to be
           notice to all of the Vendors. Any notice to be given by the Vendors


                                       34
<PAGE>

           shall be sufficiently given on behalf of them all by the Vendors'
           Representatives.

19.7       Non-applicability to Proceedings
           For the avoidance of doubt, the parties agree that the provisions of
           this Clause 19 shall not apply in relation to the service of any
           writ, summons, order, judgment or other document relating to or in
           connection with any Proceedings.

20.        DEFAULT INTEREST
           ----------------

20.1       Interest on late payment
           If a party which is required to pay any sum under this Agreement
           fails to pay any sum payable by it under this Agreement on the due
           date for payment (the "defaulting party"), it shall pay interest on
           such sum for the period from and including the due date up to the
           date of actual payment (after as well as before judgment) in
           accordance with this clause.

20.2       Amount
           The defaulting party shall pay interest at the rate which is the
           aggregate of 2% per annum and the base rate from time to time of
           Barclays Bank plc.

20.3       Basis of payment
           Interest under this clause shall accrue from day to day and shall be
           paid by the defaulting party on demand.

21.        COUNTERPARTS
           ------------

21.1       Execution in counterparts
           This Agreement may be executed in any number of counterparts and by
           the parties on different counterparts, but shall not be effective
           until each party has executed at least one counterpart.

21.2       One agreement
           Each counterpart shall constitute an original of this Agreement but
           all the counterparts shall together constitute one and the same
           agreement.

22.        INVALIDITY
           ----------

           Each of the provisions of this Agreement is severable. If any such
           provision is or becomes illegal, invalid or unenforceable in any


                                       35
<PAGE>

           respect under the law of any jurisdiction, the legality, validity or
           enforceability in that jurisdiction of the remaining provisions of
           this Agreement shall not in any way be affected or impaired thereby.

23.        AGREEMENT TO CONTINUE IN FULL FORCE AND EFFECT
           ----------------------------------------------

           This Agreement together with the Tax Deed shall to the extent that it
           remains to be performed, continue in full force and effect
           notwithstanding Completion.

24.        CONFIDENTIALITY
           ---------------

24.1       Prohibition on disclosure
           Each of the Vendors hereby undertakes with the Purchaser that he
           shall both during and for a period of 3 years after the term of this
           Agreement preserve the confidentiality of, and not directly or
           indirectly reveal, report, publish, disclose or transfer or use for
           his own or any other purposes Confidential Information except:
24.1.1     in the circumstances set out in sub-clause 24.2;
24.1.2     to the extent otherwise expressly permitted by this Agreement;
24.1.3     with the prior consent in writing of the Purchaser;
24.1.4     in the case of 3i it may disclose Confidential Information to such of
           its employees and directors (and those of any of its wholly owned
           subsidiaries) who it considers need to know this information.
24.2       Permitted disclosures
           The circumstances referred to in sub-clause 24.1.1 are:
24.2.1     where the Confidential Information, before it is furnished by any of
           the Vendors, is in the public domain;
24.2.2     where the Confidential Information, after it is furnished by any of
           the Vendors, enters the public domain otherwise than as a result of
           (i) a breach by any of the Vendors of its obligations in this Clause
           24 or (ii) a breach by the person who disclosed that Confidential
           Information of a confidentiality obligation and any of the Vendors is
           aware of such breach;
24.2.3     if and to the extent the Vendors make disclosure of the Confidential
           Information to any person:

           (a)        in compliance with any requirement of any applicable law,
                      court order or regulatory body; or


                                       36
<PAGE>

           (b)        in order to obtain tax or other clearances or consents
                      from the Inland Revenue or other relevant taxing or
                      regulatory authorities.

           Provided that any such information disclosable pursuant to paragraphs
           (a) or (b) of sub-clause 24.2.3 shall be disclosed only to the extent
           required by law, court order or regulatory body and then only after
           consultation with the Purchaser, provided always that this obligation
           of consultation shall not apply unless such consultation is
           permissible in accordance with such requirements.

24.3       No time limit
           The restrictions contained in this clause shall continue to apply
           after Completion without limit in time.

25.        GOVERNING LAW AND JURISDICTION
           ------------------------------

25.1       English law
           This Agreement shall be governed by and construed in accordance with
           English law.

25.2       Courts of England and Wales
           The parties to this Agreement irrevocably agree that, for the
           exclusive benefit of the Purchaser, the courts of England shall have
           jurisdiction to settle any dispute which may arise out of or in
           connection with this Agreement and that accordingly any Proceedings
           may be brought in such courts.





                                       37
<PAGE>

25.3       Service of proceedings
           The Purchaser irrevocably appoints the Purchaser's Solicitors as its
           process agent to receive on its behalf service of any process in any
           proceedings in England. Such service shall be deemed completed on
           delivery to the process agent, (marked for the attention S.M. Alais)
           whether or not such process is forwarded to and received by the
           Purchaser. If for any reason such process agent ceases to be able or
           willing to act as process agent, the Purchaser irrevocably agrees to
           appoint another firm of English solicitors as a substitute process
           agent and to deliver to the other parties a copy for the new process
           agent's acceptance of that appointment within 30 days of such
           acceptance.

IN WITNESS whereof the parties hereto have executed this Agreement as a Deed and
delivered it the day and year first above written





                                       38
<PAGE>

                                   SCHEDULE 1
                                   ==========
                                   THE VENDORS
Name and Address:

Iain Victor Robinson  Harrison
Craighat, Killearn, Glasgow G63 9QL

Fabienne Harrison
Craighat, Killearn, Glasgow G63 9QL

Patrick Charles Lorne Harrison
10 Bowmont Gardens, Glasgow, Strathclyde G12 9LW

James Anthony Frank Cowderoy
The Glassert, Lochard Road, Aberfoyle, Stirling , Perthshire FK8 3TJ

Iona Cowderoy
The Glasset, Lochard Road, Aberfoyle, Stirling, Perthshire FK8 3TJ

Douglas Harrison
Ballabeg, Dykehead, Port of Monteith

Nigel Harrison
36 Greenville Road, Katonah, NY 10536, USA

Gerald Harrison
Craighat, Killearn, Glasgow G63 9QL



                                       39
<PAGE>

Kenneth Malcolm Macdonald
15 Roebank Road, Beith, Ayrshire KT15 2DX

Mary Macdonald
15 Roebank Road, Beith, Ayrshire KT15 2DX

David George Baird
19 Blackwood Avenue, Newton Mearns, Glasgow , Lanarkshire G77 5JY

Alison Baird
19 Blackwood Avenue, Newton Mearns, Glasgow, Lanarkshire G77 5JY

William Briggs Lauchlan
Elmgrove, Kilbride Avenue, Dunoon, Argyll PA23 7LH

Inge Lauchlan
Elmgrove, 6 Kilbride Avenue, Dunoon, Argyll PA23 7LH

Kenneth Cadenhead
6 Kinnoul Lane, Glasgow G12 9HF

Lesley Cadenhead
6 Kinnoul Lane, Glasgow G12 9HF

3i Group plc
91 Waterloo Road, London SE1




                                       40
<PAGE>

<TABLE>
<CAPTION>
SCHEDULE 1
                                                                                                                         CONSID-
                  TYPE AND NUMBER OF SHARES HELD                              CASH                                       ERATION
                  ----------------------------------------------            PAYABLE IN              LOAN NOTES          SHARES IN
Name               Ordinary  A Ordinary    B Ordinary      Total              TOTAL              (pound) IN TOTAL         TOTAL
                                                                              -----              ----------------         -----
<S>                    <C>      <C>            <C>        <C>         <C>                         <C>                     <C>
IVR Harrison           8848           -            -        8848         (pound)12,028.49                 (pound)0         18703
F Harrison             9505           -            -        9505        (pound)688,253.53                 (pound)0           351
P Harrison            93965           -         6629      100594             (pound)45.58         (pound)6,077,059         38993
J Cowderoy           108052           -         6632      114684             (pound)17.03         (pound)6,812,757         47832
I Cowderoy            23753           -         1655       25408      (pound)1,871,881.90                 (pound)0             0
D Harrison           103570           -            -      103570      (pound)6,443,834.54                 (pound)0         34682
N Harrison            89622           -            -       89622      (pound)4,666,520.07           (pound)747,706         34741
G Harrison            89471           -            -       89471      (pound)4,657,413.85           (pound)747,706         34682
K Macdonald            1233           -          742        1975          (pound)2,745.71                 (pound)0          4173
M Macdonald            3110           -         5887        8997        (pound)660,132.80                 (pound)0            79
D Baird                3987           -         2868        6855             (pound)43.68           (pound)283,714          6468
A Baird                6075           -         3761        9836        (pound)724,646.98                 (pound)0             0
W Lauchlan              910           -          826        1736          (pound)2,413.93                 (pound)0          3668
I Lauchlan             3433           -         4477        7910        (pound)580,426.63                 (pound)0            68
K Cadenhead            5365           -            -        5365        (pound)322,182.73                 (pound)0          2136
L Cadenhead             145           -            -         145         (pound)10,682.58                 (pound)0             0
3i - Ord                  -      152914            -      152914      (pound)9,237,791.05                 (pound)0         59276
                          -      ------            -      ------      -------------------                 --------         -----
Total                551044      152914        33477      737435     (pound)29,881,061.08     (pound)14,668,942.00        285852
<CAPTION>
                                 % OF
                    % OF         TOTAL            CASH                    LOAN                    CASH
Name                TOTAL        CONSID.          CONSID. IN              NOTES IN                PAYABLE ON
                    CONSID.      EXC 3i           ESCROW                  ESCROW                  CLOSING
                    -------      ------           ------                  ------                  -------
<S>                  <C>          <C>         <C>                     <C>                    <C>
IVR Harrison         1.20%        1.51%       (pound)11,998.35              (pound)0                (pound)30.14
F Harrison           1.29%        1.63%       (pound)12,889.27              (pound)0           (pound)675,364.25
P Harrison          13.64%       17.21%            (pound)0.67        (pound)136,410                (pound)44.91
J Cowderoy          15.55%       19.62%            (pound)0.44        (pound)155,517                (pound)16.59
I Cowderoy           3.45%        4.35%       (pound)34,454.56              (pound)0         (pound)1,837,427.34
D Harrison          14.04%       17.72%      (pound)140,446.28                     -         (pound)6,303,388.27
N Harrison          12.15%       15.33%            (pound)0.07        (pound)121,532         (pound)4,666,520.00
G Harrison          12.13%       15.31%            (pound)0.30        (pound)121,327         (pound)4,657,413.54
K Macdonald          0.27%        0.34%        (pound)2,678.20              (pound)0                (pound)67.51
M Macdonald          1.22%        1.54%       (pound)12,200.40              (pound)0           (pound)647,932.40
D Baird              0.93%        1.17%            (pound)0.73          (pound)9,295                (pound)42.95
A Baird              1.33%        1.68%       (pound)13,338.12              (pound)0           (pound)711,308.85
W Lauchlan           0.24%        0.30%        (pound)2,354.11              (pound)0                (pound)59.83
I Lauchlan           1.07%        1.35%       (pound)10,726.37              (pound)0           (pound)569,700.26
K Cadenhead          0.73%        0.92%        (pound)7,275.22                     -           (pound)314,907.51
L Cadenhead          0.02%        0.02%          (pound)196.63                     -            (pound)10,485.95
3i - Ord            20.74%        0.00%      (pound)207,359.29                     -         (pound)9,030,431.76
                    ------        -----      -----------------                     -         -------------------
Total               100.0%       100.0%      (pound)455,919.00        (pound)544,081        (pound)29,425,142.08

</TABLE>

                                       41
<PAGE>

                                   SCHEDULE 2
                                   ==========
                                     PART 1
                                     ------
                                   The Company
<TABLE>
<S>                                            <C>
1.         Registered Number:                        SC212855

2.         Date of Incorporation:                    15th November 2000

3.         Place of Incorporation:                   Scotland

4.         Address of Registered Office:             16 Woodside Crescent,
                                                     Glasgow G3 7UT

5.         Class of Company:                         Private

6.         Authorised Share Capital:           (pound)820,683

7.         Issued Share Capital:               (pound)820,683  comprising
                                                      152,914 A Ordinary Shares of (pound)1 each
                                                      33,477 B Ordinary Shares of (pound)1 each
                                                      551,044 Ordinary Shares of (pound)1 each
                                                      83,248 Deferred Shares of (pound)1 each

8.         Loan Capital:                             None

9.         Accounting Reference Date:                30th November

10.        Directors:
           Full Name                Usual Residential Address                   Nationality

           David Baird              19 Blackwood Avenue, Newton Mearns,         British
                                    Glasgow G77 5JY
           Iain Harrison            Craighat, Killearn, Glasgow G63 9QL         British
           Patrick Harrison         10 Bowmont Gardens, Glasgow, G12 9LW        British
           James Cowderoy           The Glassert, Lochard Road, Aberfoyle       British
                                    Stirling FK8 3TJ

11.        Secretary:
           David Baird              19 Blackwood Avenue, Newton Mearns,
                                    Glasgow G77 5JY

</TABLE>

                                       42
<PAGE>

12.        Auditors:                Ernst & Young, 50 George Square,
                                    Glasgow G1

13.        Bankers:                 Bank of Scotland, 110 Queen Street,
                                    Glasgow G1 3BY


















                                       43
<PAGE>

                                     PART 2
                                     ------
                                The Subsidiaries
<TABLE>
<S>                                                  <C>
1.         Name of Subsidiary:                       Stirling Shipping Company Limited

2.         Registered Number:                        SC159842

3.         Date of Incorporation:                    17th August 1995

4.         Place of Incorporation:                   Scotland

5.         Address of Registered Office:             16 Woodside Crescent,
                                                     Glasgow G3 7UT

6.         Class of Company:                         Private

7.         Authorised Share Capital:           (pound)1,000,000

8.         Issued Share Capital:               (pound) 802,010

           Held by:                                  Stirling Shipping Holdings Limited

9.         Loan Capital:                             None

10.        Accounting Reference Date:                31st December

11.        Directors:
           Full Name                Usual Residential Address                 Nationality

           David Baird              19 Blackwood Avenue, Newton Mearns,       British
                                    Glasgow G77 5JY
           James Cowderoy           The Glassert, Lochard Road, Aberfoyle,    British
                                    Stirling FK8 3TJ
           Alastair Farley          Wardley  Farm, Upper Wardley, Milland,    British
                                    Liphook, Hampshire GU30 7LX
           Iain Harrison            Craighat, Killearn, Glasgow G63 9QL       British
           Patrick Harrison         10 Bowmont Gardens, Glasgow G12 9LW       British
           Andrew Salvesen Findrack, Torphins, Aberdeenshire AB31 4LJ         British

</TABLE>


                                       44
<PAGE>

12.        Secretary:
           Full Name                Usual Residential Address

           David Baird              19 Blackwood Avenue, Newton Mearns,
                                    Glasgow G77 5JY

13.        Auditors:                         Ernst & Young, 50 George Square,
                                             Glasgow G1

14.        Bankers:                          Bank of Scotland, 110 Queen
                                             Street, Glasgow G1 3BY





                                       45
<PAGE>

<TABLE>
<S>                                                  <C>
1.         Name of Subsidiary:                       Stirling Offshore Limited

2.         Registered Number:                        SC041594

3.         Date of Incorporation:                    8th January 1965

4.         Place of Incorporation:                   Scotland

5.         Address of Registered Office:             16 Woodside Crescent,
                                                     Glasgow G3 7UT

6.         Class of Company:                         Private

7.         Authorised Share Capital:           (pound)2,000,000

8.         Issued Share Capital:               (pound) 831,400

           Held by:                                  Stirling Shipping Company Limited
                                                     424,014 A Ordinary Shares
                                                     407,386 B Ordinary Shares
9.         Loan Capital:                             None

10.        Accounting Reference Date:                31st December

11.        Directors:
           Full Name                Usual Residential Address                      Nationality

           David Baird              19 Blackwood Avenue, Newton Mearns,            British
                                    Glasgow G77 5JY
           James Cowderoy           The Glassert, Lochard Road, Aberfoyle,         British
                                    Stirling FK8 3TJ
12.        Secretary:
           Full Name                Usual Residential Address

           David Baird              19 Blackwood Avenue, Newton Mearns,            British
                                    Glasgow G77 5JY
13.        Auditors:                              Ernst & Young, 50 George Square,
                                                  Glasgow G1

14.        Bankers:                               Bank of Scotland, 110 Queen
                                                  Street, Glasgow G1 3BY

</TABLE>


                                       46
<PAGE>

<TABLE>
<S>                                                  <C>
1.         Name of Subsidiary:                       Stirling Marine Limited

2.         Registered Number:                        SC108613

3.         Date of Incorporation:                    11th January 1988

4.         Place of Incorporation:                   Scotland

5.         Address of Registered Office:             16 Woodside Crescent,
                                                     Glasgow G3 7UT

6.         Class of Company:                         Private

7.         Authorised Share Capital:           (pound)334,000

8.         Issued Share Capital:                (pound)334,000

           Held by:                                  Stirling Shipping Company Limited
                                                     334,000 Ordinary Shares

9.         Loan Capital:                             None

10.        Accounting Reference Date:                31st December

11.        Directors:
           Full Name                Usual Residential Address                   Nationality

           David Baird              19 Blackwood Avenue, Newton Mearns,           British
                                    Glasgow G77 5JY
           James Cowderoy           The Glassert, Lochard Road, Aberfoyle,        British
                                    Stirling FK8 3TJ
12.        Secretary:
           Full Name                Usual Residential Address

           David Baird              19 Blackwood Avenue, Newton Mearns,           British
                                    Glasgow G77 5JY
13.        Auditors:                                          Ernst & Young, 50 George Square,
                                                              Glasgow G1

14.        Bankers:                                           Bank of Scotland, 110 Queen
                                                              Street, Glasgow G1 3BY

</TABLE>


                                       47
<PAGE>

<TABLE>
<S>                                                  <C>
1.         Name of Subsidiary:                       Bruce Marine Limited

2.         Registered Number:                        SC 11094

3.         Date of Incorporation:                    3rd May 1988

4.         Place of Incorporation:                   Scotland

5.         Address of Registered Office:             16 Woodside Crescent,
                                                     Glasgow G3 7UT

6.         Class of Company:                         Private

7.         Authorised Share Capital:           (pound)1,000

8.         Issued Share Capital:                (pound)2

           Held by:                                  Stirling Shipping Company Limited
                                                     2 Ordinary Shares

9.         Loan Capital:                             None

10.        Accounting Reference Date:                31st December

11.        Directors:
           Full Name                Usual Residential Address                   Nationality

           David Baird              19 Blackwood Avenue, Newton Mearns,         British
                                    Glasgow G77 5JY
           James Cowderoy           The Glassert, Lochard Road, Aberfoyle,      British
                                    Stirling FK8 3TJ
12.        Secretary:
           Full Name                Usual Residential Address

           David Baird              19 Blackwood Avenue, Newton Mearns,         British
                                    Glasgow G77 5JY
13.        Auditors:                                          Ernst & Young, 50 George Square,
                                                              Glasgow G1

14.        Bankers:                                           Bank of Scotland, 110 Queen
                                                              Street, Glasgow G1 3BY

</TABLE>


                                       48
<PAGE>
<TABLE>
<S>                                                  <C>
1.         Name of Subsidiary:                       Haven Shipping Company Limited

2.         Registered Number:                        SC 044380

3.         Date of Incorporation:                    7th March 1967

4.         Place of Incorporation:                   Scotland

5.         Address of Registered Office:             16 Woodside Crescent,
                                                     Glasgow G3 7UT

6.         Class of Company:                         Private

7.         Authorised Share Capital:           (pound)100

8.         Issued Share Capital:               (pound)100

           Held by:                                  IVR  Harrison  and  Stirling   Shipping
                                                     Company Limited (jointly)
                                                     1 Ordinary Share
                                                     Stirling Shipping Company Limited
                                                     99 Ordinary Shares

9.         Loan Capital:                             None

10.        Accounting Reference Date:                31st December

11.        Directors:
           Full Name                Usual Residential Address                   Nationality
           David Baird              19 Blackwood Avenue, Newton Mearns,         British
                                    Glasgow G77 5JY
           Iain Harrison            Craighat, Killern, Glasgow G63 9QL          British
12.        Secretary:
           Full Name                Usual Residential Address

           David Baird              19 Blackwood Avenue, Newton Mearns,         British
                                    Glasgow G77 5JY
13.        Auditors:                                          Ernst & Young, 50 George Square,
                                                              Glasgow G1
14.        Bankers:                                           Bank of Scotland, 110 Queen
                                                              Street, Glasgow G1 3BY

</TABLE>


                                       49
<PAGE>

<TABLE>
<S>                                                  <C>
1.         Name of Subsidiary:                       Stirling Trustees Limited

2.         Registered Number:                        SC160232

3.         Date of Incorporation:                    7th September 1995

4.         Place of Incorporation:                   Scotland

5.         Address of Registered Office:             16 Woodside Crescent,
                                                     Glasgow G3 7UT

6.         Class of Company:                         Private

7.         Authorised Share Capital:           (pound)1,000

8.         Issued Share Capital:               (pound)2

           Held by:                                  Stirling Shipping Company Limited
                                                     2 Ordinary Shares

9.         Loan Capital:                             None

10.        Accounting Reference Date:                31st December

11.        Directors:
           Full Name                Usual Residential Address                   Nationality
           David Baird              19 Blackwood Avenue, Newton Mearns,         British
                                    Glasgow G77 5JY
           James Cowderoy           The Glassert, Lochard Road, Aberfoyle,      British
                                    Stirling FK8 3TJ
12.        Secretary:
           Full Name                Usual Residential Address
           David Baird              19 Blackwood Avenue, Newton Mearns,         British
                                    Glasgow G77 5JY

13.        Auditors:                                          Ernst & Young, 50 George Square,
                                                              Glasgow G1

14.        Bankers:                                           Bank of Scotland, 110 Queen
                                                              Street, Glasgow G1 3BY

</TABLE>


                                       50
<PAGE>
<TABLE>
<S>                                                  <C>
1.         Name of Subsidiary:                       Stirling Shipmanagement Limited
                                                     (formerly known as Stirling Ferries
                                                     Limited)

2.         Registered Number:                        SC182248

3.         Date of Incorporation:                    20th January 1998

4.         Place of Incorporation:                   Scotland

5.         Address of Registered Office:             16 Woodside Crescent,
                                                     Glasgow G3 7UT

6.         Class of Company:                         Private

7.         Authorised Share Capital:           (pound)2,000,000

8.         Issued Share Capital:               (pound)2

           Held by:                                  Stirling Shipping Company Limited
                                                     2 Ordinary Shares

9.         Loan Capital:                             None

10.        Accounting Reference Date:                31st December

11.        Directors:
           Full Name                Usual Residential Address                   Nationality
           David Baird              19 Blackwood Avenue, Newton Mearns,         British
                                    Glasgow G77 5JY
           James Cowderoy           The Glassert, Lochard Road, Aberfoyle,      British
                                    Stirling FK8 3TJ
           Patrick Harrison         10 Bowmont Gardens, Glasgow G12 9LW         British

           William Briggs           Elmgrove, 16 Kilbride Avenue, Dunoon        British
           Lauchlan                 Argyll PA23 7LH

           Kenneth Malcolm          15 Roebank Road, Beith,                     British
           McDonald                 Ayrshire KA15 2DX

12.        Secretary:
           Full Name                Usual Residential Address
           David Baird              19 Blackwood Avenue, Newton Mearns,         British
                                    Glasgow G77 5JY

13.        Auditors:                                          Ernst & Young, 50 George Square,
                                                              Glasgow G1

14.        Bankers:                                           Bank of Scotland, 110 Queen
                                                              Street, Glasgow G1 3BY

</TABLE>


                                       51
<PAGE>
<TABLE>
<S>                                                  <C>
1.         Name of Subsidiary:                       Stirling Shipping (Malta) Limited

2.         Registered Number:                        C14865

3.         Date of Incorporation:                    23rd March 1993

4.         Place of Incorporation:                   Malta

5.         Address of Registered Office:             166 Old Bakery Street, Valletta,
                                                     Malta

6.         Class of Company:                         Limited Liability Private

7.         Authorised Share Capital:                 Lm500

8.         Issued Share Capital:                     Lm 100 (500 ordinary shares of Lm
                                                     1.00 each 20% paid up)

           Held by:                                  Stirling Shipping Company Limited
                                                                                         499

                                                     Dr. Anthony Rutter Giappone LL.D
                                                     166 Old Bakery Street, Valetta
                                                                                          1

</TABLE>


                                       52
<PAGE>

                                   SCHEDULE 3
                                   ==========
                                  THE PROPERTY


PROPERTY:                           16 & 17 Woodside Crescent, Glasgow

DATE OF LEASE:                      18th January 1996

TERM:                               From 05/01/1996 to 31/12/2005

PARTIES:                            (1) Harrisons (Clyde) Limited
                                    (2) Stirling Shipmanagement Limited

CURRENT YEARLY RENT: (pound)60,000 p.a.

EXISTING USE:                   Offices





                                       53
<PAGE>

                                   SCHEDULE 4
                                   ==========
                                 THE WARRANTIES
                                 --------------

(Note that under Clause 1.11 references herein to the Company shall be deemed to
include a corresponding reference to the Subsidiaries and each of them severally
and references to the Accounts are to those of SS Co or the relevant Subsidiary
as the case may be.)

                                     PART 1
                                     ------
                               GENERAL WARRANTIES

1.         Preliminary
1.1        Information
1.1        The facts set out in the recitals and schedules 1, 2 and 3 are true
           and accurate.

1.2        Power to contract
           Each Vendor and Covenantor (as defined in the Tax Deed) has full
           power to enter into and perform this Agreement and the Tax Deed
           respectively and this Agreement constitutes, and the Tax Deed when
           executed will constitute, binding obligations on each Vendor or
           Covenantor (as the case may be) in accordance with their terms.

2.         The Company
2.1        Memorandum and articles of association
           The copy of the memorandum and articles of association of the Company
           which is comprised in the Disclosure Documents is true and complete
           in all respects and has embodied in it or annexed to it a copy of
           every such resolution and agreement as is referred to in section
           380(4), CA 85 and the Company has at all times carried on its
           business and affairs in all material respects in accordance with its
           memorandum and articles of association and all such resolutions and
           agreements.
2.2        Statutory returns
           The Company has complied in all material respects with the provisions
           of the Companies Acts and so far as the Warrantors are aware all
           returns, particulars, resolutions and other documents required to be
           filed with or delivered to the Registrar of Companies by the Company
           have been correctly and properly prepared and so filed or delivered.
2.3        Share capital


                                       54
<PAGE>

2.3.1      The Shares constitute the whole of the issued share capital of the
           Company. There is no Encumbrance or any form of agreement (including
           conversion rights and rights of pre-emption) on, over or affecting
           the Shares or any unissued shares, debentures or other securities of
           the Company and there is no agreement or commitment to give or create
           any of the foregoing. No claim has been made to the Company or any of
           its officers by any person to be entitled to any of the foregoing and
           no person has the right (exercisable now or in the future and whether
           contingent or not) to call for the issue of any share or loan capital
           of the Company under any of the foregoing.
2.3.2      The Company has not at any time during the last  six years:
           (a)    repaid, redeemed or purchased (or agreed to repay, redeem or
                  purchase) any of its own shares, or otherwise reduced (or
                  agreed to reduce) its issued share capital or any class of it
                  or capitalised (or agreed to capitalise) in the form of
                  shares, debentures or other securities or in paying up any
                  amounts unpaid on any shares, debentures or other securities,
                  any profits or reserves of any class or description or passed
                  (or agreed to pass) any resolution to do so; or
           (b)    directly or indirectly provided any financial assistance for
                  the purpose of the acquisition of shares in the Company or any
                  holding company of the Company or for the purpose of reducing
                  or discharging any liability incurred in such an acquisition
                  whether pursuant to sections 155 and 156, CA 85 or otherwise.
2.4        Solvency
           The Company has not stopped payment and is not insolvent nor unable
           to pay its debts according to section 123, Insolvency Act 1986. No
           order has ever been made or petition presented or resolution passed
           for the winding up of the Company and no distress, execution or other
           process has been levied on any of its assets which is still
           outstanding. No administrative or other receiver has been appointed
           by any person over the business or assets of the Company or any part
           thereof, nor has any order been made or petition presented for the
           appointment of an administrator in respect of the Company.

3.         Connected business
3.1        Subsidiaries
           The shares in the Subsidiaries are held by the Company free from all
           Encumbrances and with all rights now or hereafter attaching thereto.
3.2        Connected transactions
           The Company:
3.2.1      is not and has not agreed to become the holder or other owner of any
           class of any shares, debentures or other securities of any other body


                                       55
<PAGE>

           corporate (whether incorporated in the United Kingdom or elsewhere)
           other than the Subsidiaries;
 3.2.2     save for the transaction contemplated by this Agreement, has not
           agreed to become a subsidiary of any other body corporate or under
           the control of any group of bodies corporate or consortium;
3.2.3      is not and has not agreed to become a member of any partnership,
           joint venture, consortium or other unincorporated association other
           than a recognised trade association or agreement or arrangement for
           sharing commissions or other income;
3.2.4      has no branch, place of business or substantial assets outside
           England and Wales or any permanent establishment (as that expression
           is defined in any relevant Order in Council made pursuant to section
           788, ICTA 1988) in any country outside the United Kingdom; and
3.2.5      save as otherwise disclosed pursuant to paragraphs 3.2.1 to 3.2.4,
           does not have any interest, legal or beneficial, in any shares or
           other capital or securities or otherwise howsoever in any other firm,
           company, association, venture or legal person or entity.

4.         Accounts
4.1        General
           The Accounts:
4.1.1      were prepared in accordance with the requirements of all relevant
           statutes, with good accounting principles and practices generally
           accepted at the date of their preparation in the United Kingdom
           (including the Accounting Standards) for companies carrying on a
           similar business to that of the Company and on a basis consistent
           with the three preceding accounting periods of the Company and with
           the books of account of the Company;
4.1.2      disclose a true and fair view of the assets, liabilities and state of
           affairs of the Company at the Balance Sheet Date and of its profits
           for the financial year ended on such date;
4.1.3      contain proper provision or reserve for bad and doubtful debts,
           obsolescent or slow-moving stocks and for depreciation on fixed
           assets, which provision or reserve was adequate when made;
4.1.4      contain a note of all capital commitments of the Company at the
           Balance Sheet Date, which note was adequate, fair and not misleading
           when made;
4.1.5      contain proper and adequate reserves or provision for all Taxation,
           including deferred taxation as defined in SSAP 15.
4.1.6      disclose, note or provide for all liabilities of the Company which
           were known, actual or contingent (including contingent liabilities to


                                       56
<PAGE>

           customers and contingent liabilities for Taxation);
4.1.7      value the stock-in-trade at the lower of cost and net realisable
           value and such stock-in-trade does not include any redundant,
           obsolete or unsaleable items save as provided for;
4.1.8      reflect all the fixed and loose plant and machinery, equipment,
           furniture, fittings and vehicles used by the Company at the Balance
           Sheet Date and (apart from depreciation in the ordinary course of
           business) their value is not less than at the Balance Sheet Date and
           none has been acquired otherwise than by way of a bargain at arm's
           length.
4.2        Profits
           The profits of the Company as shown by the Accounts have not (except
           as Disclosed in them) been affected to a material extent by
           inconsistencies of accounting practices, by the inclusion of
           non-recurring items of income or expenditure, by transactions entered
           into otherwise than on normal commercial terms or by any other
           factors rendering such profits for all or any of such periods
           exceptionally high or low.
4.3        Books of account
           All accounts, books, ledgers and financial records of whatsoever kind
           of the Company (including all invoices and other records required for
           VAT purposes) comply with the provisions of Section 221 of CA85:

5.         Post-Balance Sheet Date events
5.1        Since the Balance Sheet Date, the Company:
5.1.1      has carried on its business in the ordinary and usual course and
           without entering into any transaction, assuming any liability or
           making any payment not provided for in the Accounts which is not in
           the ordinary course of business and without any material interruption
           or material alteration in the nature, scope or manner of its
           business;
5.1.2      has not experienced any material deterioration in its financial
           position or turnover or so far as the Warrantors are aware suffered
           any diminution of its assets by the wrongful act of any person and
           the Company has not had its business or profitability materially and
           adversely affected by the loss of any important customer or source of
           supply or by any abnormal factor not affecting similar businesses to
           a like extent and so far as the Warrantors are aware there are no
           facts which are likely to give rise to any such effects;
5.1.3      has not acquired or disposed of or agreed to acquire or dispose of
           any assets or assumed or incurred or agreed to assume or incur any
           material liabilities (actual or contingent) otherwise than in the
           ordinary course of business;


                                       57
<PAGE>

5.1.4      has not declared, made or paid any dividend, bonus or other
           distribution of capital or income (whether a qualifying distribution
           or otherwise) other than the Pre-Completion Dividends and (excluding
           fluctuations in overdrawn current accounts with bankers) no loan or
           loan capital of the Company has been repaid in whole or in part or
           has become due or, so far as the Warrantors are aware, is liable to
           be declared due by reason of either service of a notice or lapse of
           time or otherwise howsoever;
5.1.5      has not carried out or entered into any transaction and so far as the
           Warrantors are aware no other event has occurred in consequence of
           which (whether alone or together with any one or more transactions or
           events occurring before, on or after the date of this Agreement) any
           liability of the Company to Taxation has arisen or will arise (or
           would have arisen or would or might arise but for the availability of
           any relief, allowance, deduction or credit) other than corporation
           tax on the actual income (not chargeable gains or deemed income) of
           the Company arising from transactions entered into in the ordinary
           course of business, income tax under the PAYE system and national
           insurance and social security contributions in respect of persons
           employed by it since the Balance Sheet Date and VAT in respect of
           taxable supplies made by it in the ordinary course of business since
           the Balance Sheet Date;
5.1.6      has not made any change to the remuneration, terms of employment,
           emoluments or pension benefits of any present or former director,
           officer or employee of the Company who on the Balance Sheet Date was
           entitled to remuneration (excluding benefits in kind) in excess of
           (pound)40,000 per annum and has not appointed or employed any
           additional director, officer or employee entitled as aforesaid;
5.1.7      has received payment in full of all debts owing to the Company shown
           in the Accounts (subject to any provision for bad and doubtful debts
           made in the Accounts), has not released any debts in whole or in part
           and has not written off debts in an amount exceeding (pound)20,000 in
           the aggregate;
5.1.8      has not entered into contracts involving capital expenditure in an
           amount exceeding(pound)100,000 in the aggregate;
5.1.9      so far as the Warrantors are aware the Company has not done or
           omitted to do anything which would entitle any third party to
           terminate any contract or any benefit enjoyed by it or call in any
           money before the normal due date therefor;
5.1.10     has not purchased stock in quantities or at prices materially greater
           than was the normal practice of the Company in the financial year
           ended on the Balance Sheet Date;


                                       58
<PAGE>

5.1.11     has paid its creditors in the ordinary course of business consistent
           with the practice adopted by the Company during the twelve months
           preceding the date of this Agreement; 5.1.12 has not borrowed or
           raised any money or taken any financial facility (except such short
           term borrowings from bankers as are within the amount of any
           overdraft facility which was available to the Company at the Balance
           Sheet Date) or since the Balance Sheet Date renegotiated or received
           any notice from any banker that such banker wishes to renegotiate any
           overdraft facility available to the Company at the Balance Sheet
           Date;
5.1.13     has not made any change to its accounting reference date and no
           accounting period of the Company has ended since the Balance Sheet
           Date;
5.1.14     so far as the Warrantors are aware has not made a payment or incurred
           an obligation to make a payment which will not be deductible in
           computing trading profits for the purposes of corporation tax or as a
           management expense of the Company; and
5.1.15     (including any class of its members) has not passed any resolution
           whether in general meeting or otherwise.

6.         Transactions with the Vendors, Directors and Connected Persons
6.1        Loans and debts
           There is not outstanding:
6.1.1      any indebtedness or other liability (actual or contingent) owing by
           the Company to any Vendor or Director or any Connected Person or
           owing to the Company by any Vendor or Director or any Connected
           Person other than sums due under any relevant service agreements or
           letters of appointment as set out in the Disclosure Letter; or
6.1.2      any guarantee or security for any such indebtedness or liability as
           aforesaid.
6.2        Arrangements with Connected Persons
6.2.1      There is not outstanding, and there has not at any time during the
           last three years been outstanding, any agreement, arrangement or
           understanding (whether legally enforceable or not) to which the
           Company is a party and in which any Warrantor or, so far as the
           Warrantors are aware, Director or former director of the Company or
           any Connected Person is or has been interested whether directly or
           indirectly.
6.2.2      The Company is not a party to nor has its profits or financial
           position during the last three years been affected by any agreement
           or arrangement which is not entirely of an arm's length nature.
6.3        Competitive interests
6.3.1      No executive Director of the Company nor any Connected Person, either
           individually, collectively or with any other person or persons, has


                                       59
<PAGE>

           any estate, right or interest, directly or indirectly, in any
           business other than that now carried on by the Company which is
           competitive with any aspect of the Business of the Company save as
           registered holder or other owner of any class of securities of any
           company if such class of securities is listed on any recognised
           investment exchange (as defined in the Financial Services Act 1986)
           and if such person (together with Connected Persons and Affiliates)
           holds or is otherwise interested in less than five % of such class of
           securities.
6.4        Benefits
6.4.1      No Connected Person of any Warrantor or so far as the Warrantors are
           aware, Director or former director of the Company is entitled to or
           has claimed entitlement to any remuneration, compensation or other
           benefit from the Company other than sums due under any relevant
           service agreement or letters of appointment.

7.         Finance
7.1        Borrowings
7.1.1      Particulars of all outstanding money borrowed by the Company have
           been Disclosed. The total amount borrowed and still outstanding by
           the Company from any source does not exceed any limitation on its
           borrowing contained in the articles of association of the Company or
           in any debenture or loan stock trust deed or instrument or any other
           document executed by the Company and the amount borrowed by the
           Company from each of its bankers does not exceed the overdraft
           facility agreed with such banker. The Company has no outstanding loan
           capital.
7.2        Debts owed to the Company
7.2.1      All debts owed to the Company are fully collectable in the ordinary
           course of business and each such debt will realise in full its face
           value within six months of its due date for payment. The Company does
           not own the benefit of any debt (whether present or future) other
           than debts which have accrued to it in the ordinary course of
           business.
7.3        Bank accounts
7.3.1      Particulars of the balances on all the Company's bank accounts as at
           30th April 2000 have been Disclosed and the Company has no other bank
           accounts.
7.3.2      All unpresented cheques drawn by the Company have been Disclosed and
           there are no such unpresented cheques drawn otherwise than in the
           normal course of business.


                                       60
<PAGE>

7.4        Financial facilities
7.4.1      The Warrantors have Disclosed accurate details and true and correct
           copies of all documents relating to all debentures, acceptance lines,
           overdrafts, loans or other financial facilities outstanding or
           available to the Company and all Encumbrances to which any asset of
           the Company is subject. So far as the Warrantors are aware neither
           the Vendors nor the Company have done anything (including without
           limitation the declaration and payment of the Pre-Completion
           Dividends) whereby the continuance of any such facility or
           Encumbrance in full force and effect might be affected or prejudiced
           or terminated.
7.5        Grants
7.5.1      Full details of all grants made to the Company in the last three
           years have been disclosed. No act or transaction has been effected in
           consequence whereof the Company is or may be held liable to refund in
           whole or in part any investment grant, building grant, grant under
           the Local Employment Acts 1970 to 1972, grant under the Industry Acts
           1971 to 1982, grant under the Industrial Development Act 1982 or loan
           received by virtue of any statute or in consequence whereof any such
           grant or loan for which application has been made by it will not or
           may not be paid or will or may be reduced.
7.6        Options and guarantees
7.6.1      The Company is not responsible for the indebtedness of any other
           person nor party to any option or pre-emption right or any guarantee,
           suretyship or any other obligation (whatever called) to pay, purchase
           or provide funds (whether by the advance of money, the purchase of or
           subscription for shares or other securities or the purchase of assets
           or services or otherwise) for the payment of, or as an indemnity
           against the consequence of default in the payment of, any
           indebtedness of any other person.
7.6.2      No person other than the Company or a Subsidiary has given any
           guarantee of or security for any overdraft, loan or loan facility
           granted to the Company or any Subsidiary.

8.         The Property
8.1        General
8.1.1      The Property comprises all the land and premises owned, controlled,
           used or occupied by the Company and all the rights or interests
           vested in the Company relating to any land and premises at the date
           hereof and the particulars set out in Schedule 3 are true and
           accurate in all material respects. .
8.1.2      The Company has not:
           (a)    surrendered any lease, licence or tenancy to the landlord
                  without first satisfying itself that the landlord had good


                                       61
<PAGE>

                  title to accept such surrender and without receiving from the
                  landlord an absolute release from all liability arising under
                  such lease, licence or tenancy;
           (b)    assigned, or otherwise disposed of, any lease, licence or
                  tenancy without receiving a full and effective indemnity from
                  the assignee or transferee in respect of its liability under
                  such lease, licence or tenancy;
           (c)    been a guarantor of a tenant's liability under any lease,
                  licence or tenancy; or
           (d)    assigned or otherwise disposed of any leasehold property in
                  such a way that it retains any other residual liability in
                  respect thereof.
8.1.3      The Company has good title to the leasehold interest in the Property.
8.1.4      The Company has in its possession or unconditionally held to its
           order the documents of title relating to its leasehold interest in
           the Property.
8.1.5      There is no person in possession or occupation of or who has or
           claims any right of any kind in respect of the Property adversely to
           the estate, interest, right or title therein of the Company;
8.1.6      So far as the Warrantors are aware there are no disputes or
           outstanding notices (whether given by a landlord, a local authority
           or any other person) or any other matters or things which in the
           reasonable opinion of the Warrantors adversely affect proper use and
           enjoyment of the Property for the purpose of the business now being
           carried on at the Property by the Company.
8.1.7      The Property is not subject to the payment of any outgoings other
           than the usual rates and rents and other sums due under the relevant
           Lease and taxes and all sums due to date in respect thereof have been
           paid.
8.1.8      So far as the Warrantors are aware no proposal relating to the
           rateable value of the Property has been determined by the Valuation
           and Community Charge Tribunal or Land Tribunal and so far as
           aforesaid there is no subsisting proposal to challenge the rateable
           value of any of the Properties.
8.1.9      The Company has not entered into any commitment (whether legally
           binding or not) and the Company is not party to any subsisting
           agreement with any person or company whereby a fee (including but not
           limited to an abort fee) will be paid to such person or company in
           respect of the management, use, development, letting or sale of the
           Property.
8.2        Planning
8.2.1      So far as the Warrantors are aware in relation to the Property, its
           existing use is the Existing Use.
8.2.2      So far as the Warrantors are aware there are no lawfully enforceable
           restrictions or prohibitions which restrict or prohibit the Existing
           Use of the Property.


                                       62
<PAGE>

8.2.3      So far as the Warrantors are aware the Existing Use of the Property
           is the permitted use under the Town and Country Planning legislation
           applicable in Scotland and is not a temporary or personal use.
8.2.4      So far as the Warrantors are aware all development carried out since
           1st January 1996 in relation to the Property relating to the Existing
           Use has been lawful.
8.3.1      Particulars of the lease in relation to the Property are set out in
           Schedule 3 and in relation to such lease:
           (a)    where the current annual rent is not the same as the annual
                  rent originally reserved in the lease, evidence of its
                  agreement or determination has been placed with the documents
                  of title and no rent reviews are or should be currently under
                  negotiation or the subject of a reference to an expert or
                  arbitrator or the courts;
           (b)    no notices of breaches of any covenants or conditions
                  contained in the lease have been given or received on the part
                  of either the landlord or the Company and the landlord has not
                  refused to accept rent or made any complaint of breach of
                  covenant;
           (c)    no alterations, improvements or additions have been made to
                  the Property to which the lease relates since the grant of the
                  lease or in respect of all such alterations, improvements or
                  additions made all necessary consents and approvals have first
                  been obtained.

8.4        Inferior leases
8.4.1      The Property is not subject to any lease, tenancy agreement or right
           of occupation in favour of a third party.
8.5        Statutory compliance
           So far as the Warrantors are aware the Company has not received
           notice of any allegation of breach of the requirements of:
                  the Shops Act 1950 and 1965
                  the Clean Air Act 1993
                  the Construction (Design and Management) Regulations 1995
                  the Factories Act 1961
                  the Offices, Shops and Railway Premises Act 1963
                  the Fire Precautions Act 1971
                  the Health and Safety at Work etc. Act 1974
                  the Control of Pollution Act 1974
                  the Planning (Hazardous Substances) (Scotland) Act 1997
                  the Public Health Acts
           or other legislation in force at the date of Completion concerning
           health or safety matters or any regulations, orders, notices or


                                       63
<PAGE>

           directions made under any of such legislation which affects the
           Property.
8.5.1      Where required, a fire certificate has been issued in respect of the
           Property and so far as the Warrantors are aware the Property complies
           in all respects with current fire regulations and the current
           requirements of the insurers of the Property
8.6        Condition and repair
8.6.1      Since 18th January 1996 the Company has maintained the Property in
           accordance with its obligations under the Lease.

9.         Environmental
9.1        Compliance with Environmental Law
           The Business has been conducted, at all material times in compliance
           in all material respects with Environmental Law and so far as the
           Warrantors are aware the Property has been used at all material times
           in compliance with Environment Law.
9.2        Permits
           All Permits have been obtained and have been disclosed to the
           Purchaser and are in full force and effect.

10.        Other assets
10.1       Title
10.1.1     The Company owns absolutely all assets of the Company (other than the
           Property) which are included in the Accounts or which were at the
           Balance Sheet Date used or held for the purposes of its business and
           (except for assets disposed of or realised by the Company in the
           ordinary course of business) the Company retains such title to all
           such assets free from any Encumbrance, hire or hire purchase
           agreement or leasing agreement or agreement for payment on deferred
           terms and all such assets are in the possession and control of the
           Company and other than the Vessels from time to time and the fuel and
           the spare parts therein or thereon are sited within the United
           Kingdom.
10.1.2     The Company has not acquired or agreed to acquire any material fixed
           asset on terms that title to such asset does not pass to the Company
           until full payment is made.
10.2       Encumbrances
           The Company owns absolutely all assets which have been acquired by
           the Company since the Balance Sheet Date (except for assets disposed
           of or realised by the Company in the ordinary course of business) and
           the same are in the possession and control of the Company and none is


                                       64
<PAGE>

           the subject of any Encumbrance (other than retention of title in the
           ordinary course of business) nor has the Company created or agreed to
           create any Encumbrance or entered into any factoring arrangement,
           hire-purchase, conditional sale or credit sale agreement which has
           not been disclosed and in respect of any such Encumbrance,
           arrangement or agreement so disclosed there has been no material
           default by the Company in the performance or observance of any of the
           provisions thereof.
10.3       Condition of assets
           Save for the Vessels the plant and machinery (including fixed plant
           and machinery) and all vehicles and office and other equipment shown
           in the Accounts or acquired since the Balance Sheet Date or otherwise
           used in connection with the Business which have not been disposed of
           in the ordinary course of business:
10.3.1     so far as the Warrantors are aware do not contravene any requirement
           or restriction having the force of law;
10.3.2     so far as the Warrantors are aware are in good repair and condition
           taking into account their age and are regularly maintained,
           serviceable and in satisfactory working order;
10.3.3     so far as the Warrantors are aware are each capable of doing the work
           for which they were designed and/or purchased and will each be so
           capable (subject to fair wear and tear) during the period of time
           over which the value of such assets will be written down to nil in
           the accounts of the Company;
10.3.4     are not surplus to the Company's requirements; and
10.3.5     so far as the Warrantors are aware are not dangerous, and the
           vehicles owned by the Company are roadworthy and duly licensed for
           the purposes for which they are used.
10.4       Rental payments
           Rentals payable by the Company under any leasing, hire-purchase or
           other similar agreement to which it is a party are set out in the
           Disclosure Documents and have not been be increased and all such
           rentals are fully deductible by the Company for tax purposes.

11.        Litigation
11.1       Litigation and arbitration proceedings
11.1.1     Save as plaintiff in the collection of debts (not exceeding
           (pound)10,000 in the aggregate) arising in the ordinary course of
           business, the Company is not now engaged in any litigation,
           arbitration or criminal proceedings and so far as the Warrantors are
           aware there are no lawsuits or arbitration proceedings pending or


                                       65
<PAGE>

           threatened by or against the Company or any person for whose acts or
           defaults the Company may be vicariously liable.
11.1.2     The Company has not, in the last three years preceding the date of
           this Agreement, been involved in any litigation, arbitration,
           criminal proceedings or material dispute with any person who is or
           was a supplier or customer of importance to the Company or the
           Business which is still outstanding.
11.1.3     So far as the Warrantors are aware there is no matter or fact in
           existence which might be likely (in the reasonable opinion of the
           Warrantors) to give rise to any legal proceedings or arbitration
           involving the Company including any which might form the basis of any
           criminal prosecution against the Company.
11.2       Injunctions, etc.
           So far as the Warrantors are aware no injunction or order for
           specific performance has been granted against the Company.
11.3       Orders and judgments
           The Company is not subject to any order or judgment given by any
           court or governmental agency which is still in force and has not
           given any undertaking to any court or to any third party arising out
           of any legal proceedings which is still in force.

12.        Licences
12.1       General
           So far as the Warrantors are aware the Company has all necessary
           licences (including statutory licences), permits, consents and
           authorities (public and private) for the proper and effective
           carrying on of the Business in the manner in which the Business is
           now carried on and all such licences, permits, consents and
           authorities are valid and subsisting and the Warrantors know of no
           reason why any of them should be suspended, cancelled or revoked
           whether in connection with the sale to the Purchaser or otherwise
           and, so far as the Warrantors are aware, there are no factors that
           would in any way prejudice the continuance or renewal of any of those
           licences, permits, consents or authorities and the Company is not
           restricted by contract from carrying on any activity in any part of
           the world.
12.2       Financial Services Act 1986
           The Company does not carry on, nor does it purport to carry on, nor
           has it at any time since 28th April, 1988 carried on, or purported to
           carry on, investment business in the United Kingdom within the
           meaning of section 3, Financial Services Act 1986 nor so far as the
           Warrantors are aware has it contravened any provision of such Act.


                                       66
<PAGE>

12.3       Data Protection Act 1998
12.3.1     The Company has registered or applied to register itself under the
           Data Protection Act 1998 in respect of all registrable personal data
           held by it, and all due and requisite fees in respect of such
           registrations have been paid.
12.3.2     The details contained in such registrations or applications are
           proper and suitable for the purpose(s) for which the Company holds or
           uses the personal data which are the subject of them, and the
           contents of all such registrations or applications have been made
           available to the Purchaser.
12.3.3     So far as the Warrantors are aware all personal data held by the
           Company has been held in accordance with the data protection
           principles contained in the Data Protection Act 1998 and so far as
           the Warrantors are aware there has been no unauthorised disclosure of
           such personal data.
12.3.4     There are no outstanding enforcement, deregistration or transfer
           prohibition notices or any other nature of notice under the Data
           Protection Act 1998 currently outstanding against the Company, nor is
           there any outstanding appeal against such notices. The Warrantors are
           not aware of any circumstances which may give rise to the giving of
           any such notices to the Company.
12.3.5     So far as the Warrantors are aware there are no unsatisfied requests
           to the Company made by data subjects in respect of personal data held
           by the Company, nor any outstanding applications for rectification or
           erasure of personal data.
12.3.6     So far as the Warrantors are aware there are no outstanding claims
           for compensation for inaccuracy, loss or unauthorised disclosure of
           personal data.

13.        Trading
13.1       Tenders, etc.
           No offer, tender or the like is outstanding (the value of which to
           the Company could exceed (pound)100,000 in any year) which is capable
           of being converted into an obligation of the Company by an acceptance
           or other act of some other person.
13.2       Delegation of powers
           There are in force no powers of attorney given by the Company other
           than to the holder of an encumbrance solely to facilitate its
           enforcement nor any other authority (express, implied or ostensible)
           given by the Company to any person to enter into any contract or
           commitment or do anything on its behalf other than any authority of
           employees to enter into routine trading contracts in the normal
           course of their duties.


                                       67
<PAGE>

13.3       Consequence of acquisition of Shares by Purchaser
           The acquisition of the Shares by the Purchaser or compliance with the
           terms of this Agreement will not:
13.3.1     so far as the Warrantors are aware (without having made any enquiry
           in this regard) cause the Company to lose the benefit of any right or
           privilege it presently enjoys or cause any person who normally does
           business with the Company not to continue to do so on the same basis
           as previously;
13.3.2     legally entitle any person to determine any contractual obligation to
           the Company or any right or benefit enjoyed by the Company or to
           exercise any right under an agreement with the Company;
13.3.3     conflict in any material respects with or result in the breach of or
           constitute a default under any of the terms, conditions or provisions
           of any agreement or instrument to which the Company is now a party or
           any loan to or mortgage created by the Company or of its memorandum
           or articles of association;
13.3.4     result in any present indebtedness of the Company becoming due and
           payable or capable of being declared due and payable prior to its
           stated maturity;
13.3.5     so far as the Warrantors are aware (without having made any enquiry
           in this regard) cause any director, officer or senior employee of the
           Company to leave his employment with the Company.
13.4       Fair trading, etc.
           So far as the Warrantors are aware the Company is not and has not
           been party to or directly or indirectly concerned in any agreement,
           arrangement, understanding or practice (whether or not legally
           binding) or in the pursuit of any course of conduct which is:
13.4.1     registrable under or notifiable under the Competition Act 1998 or
           capable of giving rise to an investigation by the Director General of
           Fair Trading or a reference to the Monopolies and Mergers Commission;
13.4.2     in contravention or breach of the EC Treaty, the Fair Trading Act
           1973, the Consumer Credit Act 1974, the Resale Prices Act 1976, the
           Trade Descriptions Act 1968, the Restrictive Trade Practices Act
           1976, the Competition Act 1980, the Consumer Protection Act 1987, the
           Competition Act 1998 or any regulations, orders, notices or
           directions made thereunder; or
13.4.3     is otherwise so far as the Warrantors are aware registrable,
           unenforceable or void or renders the Company or any of its officers
           liable to administrative, civil or criminal proceedings under any
           anti-trust, trade regulation or similar legislation in any
           jurisdiction where the Company carries on business.
13.5       Restrictions on trading


                                       68
<PAGE>

           The Company is not and so far as the Warrantors are aware has not
           been a party to any agreement, arrangement, understanding or practice
           restricting the freedom of the Company to provide and take goods and
           services by such means and from and to such persons and into or from
           such place as it may from time to time think fit.
13.6       Possession of records
13.6.1     All material agreements to which the Company is a party to and which
           are listed in the Disclosure Letter are in the possession of the
           Company or unconditionally held to its order.
13.6.2     The Company does not have any of its records, systems, controls, data
           or information recorded, stored, maintained, operated or otherwise
           wholly or partly dependent on or held by any means (including any
           electronic, mechanical or photographic process whether computerised
           or not) which (including all means of access thereto and therefrom)
           are not under the exclusive ownership and direct control of the
           Company.
13.7       Business names
           The Company does not use on its letterhead, books or vehicles or
           otherwise carry on the Business under any name other than its
           corporate name.
13.8       Unlawful acts
           Neither the Company nor any officer has been prosecuted for any
           criminal, illegal or unlawful act connected with the Company (other
           than road traffic offences not punishable by a custodial sentence).
13.9       Sensitive payments
           No officer or employee of the Company has made any Sensitive Payment
           in connection with any contract or otherwise. For the purposes of
           this clause the expression "Sensitive Payment" (whether or not
           illegal) shall include (i) commercial bribes, bribes or kickbacks
           paid to any person, firm or company including central or local
           government officials or employees or (ii) payments or commitments
           (whether made in the form of commissions, payments or fees for goods
           received or otherwise) made with the understanding or under
           circumstances that would indicate that all or part thereof is to be
           paid by the recipient to central or local government officials or as
           a commercial bribe influence payment or kickback.

14.        Contracts
14.1       Onerous contracts
           There are no long term contracts (that is, contracts not terminable
           by the Company without penalty on six months' notice or less) or
           onerous or unusual or abnormal contracts (that is, contracts for
           capital commitments or contracts differing from those necessitated by


                                       69
<PAGE>

           the ordinary course of business) binding upon the Company.
14.2       Material contracts
           All contracts to which the Company is a party with a value in excess
           of (pound)25,000 have been disclosed and the Company is not a party
           to or subject to any agreement, transaction, obligation, commitment,
           understanding, arrangement or liability which:
14.2.1     is known by any of the Warrantors or by the Company to be likely to
           result in a loss to the Company on completion of performance;
14.2.2     cannot readily be fulfilled or performed by the Company on time and
           without undue or unusual expenditure of money and effort;
14.2.3     involves or is likely to involve obligations, restrictions,
           expenditure or receipts of an unusual, onerous or exceptional nature
           and not in the ordinary course of business;
14.2.4     involves or is likely to involve the supply of services by or to the
           Company the aggregate sales value of which will represent in excess
           of ten % of the turnover of the Company for the year ended on the
           Balance Sheet Date;
14.2.5     requires the Company to pay any commission, finder's fee, royalty or
           the like; or
14.2.6     is in any way otherwise than in the ordinary and proper course of the
           Company's business.
14.3       Performance of contracts
14.3.1     The terms of all contracts of the Company have been complied with in
           all material respects by the Company and so far as the Warrantors are
           aware by the other parties to the contracts in all material respects
           and so far as the Warrantors are aware there are no circumstances
           likely to give rise to a default by the Company or by the other
           parties under any such contract.
14.3.2     The Warrantors have no knowledge of the invalidity of or grounds for
           rescission, avoidance or repudiation of any agreement or other
           transaction to which the Company is a party and have received no
           notice of any intention to terminate, repudiate or disclaim any such
           agreement or other transaction.
14.4       Agency and distribution agreements
           The Company is not a party to any subsisting agency or
           distributorship agreement.

15.        Employees
15.1       Particulars of employees
           The particulars shown in the schedule of employees comprised in the
           Disclosure Documents are accurate in all material respects and show
           in respect of each Director, officer and employee of the Company his


                                       70
<PAGE>

           date of birth, the date on which he commenced continuous employment
           with the Company for the purposes of ERA and all remuneration payable
           and other benefits provided or which the Company is bound to provide
           (whether now or in the future) to each such person and include full
           particulars of all remuneration arrangements (particularly profit
           sharing, incentive and bonus arrangements to which the Company is a
           party whether binding or not) and each Director, officer and employee
           of the Company is listed therein.
15.2       Service contracts
           There is no contract of service in force between the Company and any
           of its Directors, officers or employees which is not terminable by
           the Company without compensation (other than any compensation payable
           under Parts X and XI, ERA) on one month's notice given at any time or
           otherwise in accordance with section 86, ERA except as disclosed.
           There are no consultancy or management services agreements in
           existence between the Company and any other person, firm or company,
           and there are no agreements or other arrangements (binding or
           otherwise) between the Company or any employers' or trade association
           of which the Company is a member and any Trade Union. There are no
           outstanding pay negotiations with any employees or Trade Unions.
15.3       Benefits
           There are no amounts owing to present or former directors, officers
           or employees of the Company other than not more than one month's
           arrears of remuneration accrued or due or for reimbursement of
           business expenses incurred within a period of three months preceding
           the date of this Agreement and no moneys or benefits other than in
           respect of remuneration or emoluments of employment are payable to or
           for the benefit of any present or former director, officer or
           employee of the Company, nor any dependant of any present or former
           director, officer or employee of the Company.
15.4       Liabilities and payments
           Save to the extent (if any) to which provision or allowance has been
           made in the Accounts:
15.4.1     so far as the Warrantors are aware no liability has been incurred by
           the Company for breach of any contract of employment or for services
           or for severance payments or for redundancy payments or protective
           awards or for compensation for unfair dismissal or for failure to
           comply with any order for the reinstatement or re-engagement of any
           employee or for sex or race discrimination or for any other liability


                                       71
<PAGE>

           accruing from the termination or variation of any contract of
           employment or for services;
15.4.2     no payment has been made or promised by the Company in connection
           with the actual or proposed termination, suspension or variation of
           any contract of employment or for services of any present or former
           director, officer or any dependant of any present or former director,
           officer or employee of the Company other than in accordance with the
           terms of the relevant contracts of employment.
15.5       Relevant legislation
15.5.1     So far as the Warrantors are aware the Company has in relation to
           each of its employees (and so far as relevant to each of its former
           employees) complied in all material respects with all obligations
           imposed on it by all relevant statutes, regulations and codes of
           conduct and practice affecting its employment of any persons and all
           relevant orders and awards made thereunder and has maintained current
           and adequate records regarding the service, terms and conditions of
           employment of each of its employees.
15.5.2     The Company has not been served with any improvement and/or
           prohibition notices pursuant to sections 21 and 22, Health and Safety
           at Work etc. Act 1974 which are still outstanding.
15.5.3     The Company is not being prosecuted under any of such Acts:
               section 21, Children and Young Persons Act 1933
               sections 14, 59, 71 and 72, Shops Act 1950
               section 155, Factories Act 1961
               section 33, Health and Safety at Work etc. Act 1974.
15.5.4     Within a period of one year preceding the date of this Agreement, the
           Company has not given notice of any redundancies to the Secretary of
           State or started consultations with any independent trade union under
           the provisions of Part IV, TULRCA or under TUPE.
15.6       Termination of employment
15.6.1     No present director, officer or employee of the Company has given or
           received notice terminating his employment except as expressly
           contemplated under this Agreement.
15.6.2     There have been no recommendations made to the Company by the
           Advisory Conciliation and Arbitration Service or awards or
           declarations made by the Central Arbitration Committee in respect of
           its employees.
15.7       Share and other schemes
           The Company does not have in existence nor is it proposing to
           introduce, and none of its directors, officers or employees
           participate in (whether or not established by the Company) any
           employee share trust, share incentive scheme, share option scheme or
           profit sharing scheme for the benefit of all or any of its present or


                                       72
<PAGE>

           former directors, officers or employees or the dependants of any of
           such persons or any scheme whereunder any present or former director,
           officer or employee of the Company is entitled to a commission or
           remuneration of any other sort calculated by reference to the whole
           or part of the turnover, profits or sales of the Company or any other
           person, firm or company including any profit-related pay scheme
           established under Chapter III, Part V, ICTA 1988.
15.8       Disputes and claims
15.8.1     So far as the Warrantors are aware no dispute exists between the
           Company and a material number or category of its employees or any
           Trade Union(s) and so far as the Warrantors are aware there are no
           wage or other claims outstanding against the Company by any person
           who is now or has been a director, officer or employee of the
           Company.
15.8.2     The Company has not had during the last three years any strike, work
           stoppages, slowdown or work-to-rule by its employees or lock-out,
           nor, so far as the Warrantors are aware, is any anticipated, which
           has caused, or is likely to cause, the Company to be materially
           incapable of carrying on its business in the normal and ordinary
           course.
15.9       Transfer of undertakings
           The Company has not been a party to any relevant transfer as defined
           in TUPE within the period of one year preceding the date of this
           Agreement.

16.        Pension Schemes
16.1       General
           There are no pension schemes relating to the Company or in respect of
           which the Company has any outstanding obligation or liability.

17.        Intellectual Property
17.1       Ownership and rights
17.1.1     The Intellectual Property Rights used or acquired by the Company for
           the purpose of its business are (where applicable) registered in the
           name of the Company and are each in the sole and exclusive legal and
           beneficial ownership of the Company; in particular, the Company has
           not entered into any contract relating to the licensing or use (by it
           or any other person) of any Intellectual Property Rights.
17.1.2     So far as the Warrantors are aware (without having made enquiry) the
           processes employed and the products and services dealt in by the
           Company do not use, embody or infringe any Intellectual Property
           Rights vested in any other party or in which any other party has any
           interest (whether under licence or otherwise) and do not give rise


                                       73
<PAGE>

           (contingently or otherwise) to payment by the Company of any royalty
           or of any sum in the nature of a royalty or to liability to pay
           compensation under Sections 40 and 41 Patents Act 1977 or otherwise.

17.2       Infringement
17.2.1     The Company has not received any notice, and the Warrantors are not
           aware, that any person is infringing any of the Company's
           Intellectual Property Rights.
17.2.2     So far as the Warrantors are aware the Company is not passing off any
           part of its business as and for the business of any other person and,
           so far as the Warrantors are aware, no person is passing off its
           business as and for any part of the Company's business.

18.        Computer Systems
18.1       Identification and ownership
18.1.1     The computer systems and software used by the Company have been
           properly maintained and serviced, have not been susceptible to
           significant breakdown, malfunction or failure and have at all
           material times functioned in a manner which is reasonably regarded by
           the Warrantors as satisfactory for the running of the Business.
18.1.2     The Company has in place adequate back up arrangements to ensure
           continuance of its business without loss of customers, permanent loss
           of data and without material additional expense which is not
           recoverable under insurance, in the event of computer software
           breakdown, malfunction or in the event of power failure.
18.1.3     So far as the Warrantors are aware all licences which the Company
           requires for the computer software used by the Company in connection
           with the Business have been granted to the Company and are valid and
           subsisting.

19.        Legislation
           So far as the Warrantors are aware the Company is not in material
           breach of and has not received notice of and is not aware of any
           allegation of material breach of the requirements of any legislation
           which is relevant to the Business.



                                       74
<PAGE>

                                     PART 2
                                     ------
                               Taxation Warranties

20.        Taxation
20.1       General
20.1.1     Notices and returns
           All notices, returns, computations and registrations of the Company
           for the purposes of Taxation have been made punctually on a proper
           basis and are correct and none of them is, or so far as the
           Warrantors are aware is likely to be, the subject of any dispute with
           any Taxation Authority.
20.1.2     All information supplied by the Company to any Taxation Authority was
           when supplied and remains complete and accurate in all material
           respects.
20.1.3     Payment of Tax due
           All Taxation which the Company is liable to pay and the due date for
           payment of which is prior to Completion has been paid prior to
           Completion.
20.1.4     Penalties or interest on Tax
           The Company has not within the period of six years ending on the date
           of this Agreement paid or become liable to pay any penalty, fine,
           surcharge or interest charged by virtue of the provisions of the TMA
           or any other Taxation Statute.
20.1.5     Compliance with PAYE, national insurance contribution and Tax
           collection obligations
           (a)    All income tax deductible and payable under the PAYE system in
                  the last six years has, so far as is required to be deducted,
                  been deducted from all payments made or treated as made by the
                  Company and all amounts due to be paid to the Inland Revenue
                  prior to the date of this Agreement have been so paid,
                  including all Tax chargeable on benefits provided for
                  directors, employees or former employees of the Company or any
                  persons required to be treated as such.
           (b)    All deductions and payments required to be made in the last
                  six years under any Taxation Statute in respect of national
                  insurance and social security contributions (including
                  employer's contributions) have been so made.
           (c)    All payments by the Company in the last six years to any
                  person which ought to have been made under deduction of Tax
                  have been so made and the Company (if required by law to do
                  so) has accounted to the Inland Revenue for the Tax so
                  deducted.
           (d)    Proper records have been maintained in respect of all such
                  deductions and payments and all applicable regulations have
                  been complied with.

                                       75
<PAGE>

           (e)    The Disclosure Documents contain details so far as they affect
                  the Company of all current dispensations agreed with the
                  Inland Revenue in relation to PAYE and all notifications given
                  by the Inland Revenue under section 166, ICTA 1988.
20.1.6     Investigations
           The Company has not been subject to any visit, audit, investigation,
           discovery or access order by any Taxation Authority (other than
           routine PAYE and VAT visits and audits with no adjustments in the
           amount of Tax payable arising therefrom) and so far as the Warrantors
           are aware there are no circumstances existing in the last six years
           which make it likely that a visit, audit, investigation, discovery or
           access order will be made.
20.1.7     Residence
           The Company is and always has been resident for Taxation purposes
           only in the jurisdiction in which it is incorporated.
20.1.8     Tax provision
           Full provision or reserve has been made in the Accounts for all
           Taxation assessed or liable to be assessed on the Company or for
           which it is accountable in respect of income, profits or gains
           earned, accrued or received or deemed to be earned, accrued or
           received on or before the Balance Sheet Date, including distributions
           made down to such date or provided for in the Accounts and proper
           provision has been made in the Accounts for deferred Taxation in
           accordance with generally accepted accounting principles.
20.1.9     Concessions and arrangements
           The amount of Taxation chargeable on the Company during any
           accounting period ending on or within the six years before the
           Balance Sheet Date has not depended on any concessions, agreements or
           other formal or informal arrangements with any Taxation Authority.
20.1.10    Anti-avoidance provisions
           The Company has not entered into or been a party to any scheme or
           arrangement of which the main purpose, or one of the main purposes,
           was the avoidance of a liability to Taxation.
20.1.11    Section 765, ICTA 1988
           The Company has not without the prior consent of the Treasury carried
           out or agreed to carry out any transaction under section 765, ICTA
           1988 which would be unlawful in the absence of such consent and has,
           where relevant, complied with the requirements of section 765A(2),
           ICTA 1988 (supply of information on movement of capital within the
           EU) and any regulations made or notice given thereunder.
20.1.12    Transactions requiring clearance or consent


                                       76
<PAGE>

            All applications for clearance or consent by the Company or on its
           behalf or affecting the Company in the last six years have been made
           and obtained on the basis of full and accurate disclosure to the
           relevant Taxation Authority of all relevant material facts and
           considerations; and any transaction for which clearance or consent
           was obtained has been carried into effect only in accordance with the
           terms of the relevant clearance or consent.
20.1.13    Calculation of Taxation liability
           The Company has sufficient records relating to past events to permit
           accurate calculation of the Taxation liability or relief which would
           arise upon a disposal or realisation on completion of each asset
           owned by the Company at the Balance Sheet Date or acquired by the
           Company since that date but before Completion.
20.1.14    Claims and disclaimers
           The Company has duly submitted all claims and disclaimers the making
           of which has been assumed for the purposes of the Accounts.
20.1.15    Outstanding claims, elections and appeals
           The Disclosure Documents contain particulars of all matters relating
           to Taxation in respect of which the Company is entitled:
           (a)     to appeal against any outstanding assessment or determination
                   relating to Taxation;
           (b)     to apply for a postponement of Taxation.
20.2       Corporation tax, including corporation tax on chargeable gains
20.2.1     Base values and acquisition costs
           If each of the capital assets of the Company was disposed of on the
           date hereof for a consideration equal to the book value of that asset
           in, or adopted for the purposes of, the Accounts or, in the case of
           assets acquired since the Balance Sheet Date, equal to the
           consideration given upon its acquisition, no liability to corporation
           tax on chargeable gains or balancing charges under the CAA would
           arise and for the purpose of determining the liability to corporation
           tax on chargeable gains there shall be disregarded any relief and
           allowances available to the Company other than amounts falling to be
           deducted under section 38, TCGA.
20.2.2     Capital allowances
           All expenditure which the Company has incurred in the last six years
           or may incur under any subsisting commitment on the provision of
           machinery, plant or buildings has qualified or so far as the
           Warrantors are aware will qualify (if not deductible as a trading
           expense for trade carried on by the Company) for writing-down
           allowances or industrial building allowances (as the case may be)
           under CAA and where appropriate notices have been given to the Inland
           Revenue under section 118, FA 1994.


                                       77
<PAGE>

20.2.3     Leased assets
           The Company has not made any claim for capital allowances in respect
           of any asset which is leased to or hired to the Company and no
           election affecting the Company has been made or agreed to be under
           sections 53 or 55, CAA in respect of such assets.
20.2.4     Finance leases
           The Company is not a lessee under a lease to which the provisions of
           Schedule 12 to the FA 1997 apply or could apply.
20.2.5     Short life assets
           The Company has not made any election under section 37, CAA nor is it
           taken to have made such an election under section 37(8)(c), CAA.
20.2.6     Long life assets
           The Company does not own and has not owned a long life asset (within
           the meaning of section 38A, CAA) in respect of which any claim for
           capital allowances would be subject to the provisions of section
           38E-38G, CAA.
20.2.7     Distributions
           (a)    No distribution within the meaning of sections 209, 210 and
                  211, ICTA 1988 has been made (or will be deemed to have been
                  made) by the Company since the Balance Sheet Date and the
                  Company is not bound to make any such distribution.
           (b)    No elections have been made pursuant to section 246A, ICTA
                  1988 in respect of any dividends nor has the Company made a
                  distribution to which the provisions of paragraph 2 of
                  Schedule 7, FA 1997 have been, or could be, applied.
           (c)    The Company has not received a dividend in respect of which
                  the payer has made an election under section 246A, ICTA 1988
                  nor a distribution to which the provisions of paragraph 2 of
                  Schedule 7, FA 1997 have been, or could be, applied.
20.2.8     Repayments of share capital
           The Company has not any time within the last six years repaid,
           redeemed or repurchased or agreed to repay, redeem or repurchase or
           granted an option under which it may become liable to purchase any
           shares of any class of its issued share capital nor has the Company
           after that date capitalised or agreed to capitalise in the form of
           shares or debentures any profits or reserves of any class or
           description or otherwise issued or agreed to issue any share capital
           other than for the receipt of new consideration (within the meaning
           of Part VI, ICTA 1988) or passed or agreed to pass any resolution to
           do so.
20.2.9     Demergers


                                       78
<PAGE>

           The Company has not been engaged in nor been a party to any of the
           transactions set out in sections 213 to 218 inclusive, ICTA 1988 nor
           has it made or received a chargeable payment as defined in section
           218(1), ICTA 1988.
20.2.10    Issues of securities
           No securities (within the meaning of section 254(1), ICTA 1988)
           issued by the Company and remaining in issue at the date of this
           Agreement were issued in such circumstances that the interest payable
           thereon falls to be treated as a distribution under either sections
           209(2)(d), 209(2)(da) or 209(2)(e), ICTA 1988, nor has the Company
           agreed to issue such securities in such circumstances.
20.2.11    Capital distributions
           The Company has not received any capital distribution to which the
           provisions of section 189, TCGA could apply.
20.2.12    Land sold and leased back
           The Company has not entered into any transaction to which the
           provisions of section 779 or 780, ICTA 1988 have been or could be
           applied.
20.2.13    Foreign loan interest
           The Company has not within the last six years received any foreign
           loan interest in respect of which double taxation relief will or may
           be restricted under section 798, ICTA 1988.
20.2.14    Non-deductible payments
           No rents, interest, annual payments or other sums of an income nature
           paid by the Company since the Balance Sheet Date are or may be wholly
           or partially disallowable as deductions, management expenses or
           charges in computing profits for the purposes of corporation tax by
           reason of the provisions of sections 74, 79, 125, 338, 339, 779 to
           784 inclusive, 787 or 788, ICTA 1988 or any other statutory provision
           or otherwise.
20.2.15    Rent payable to connected persons
           No rent is or has been payable by the Company within the last six
           years to which the provisions of sections 33A and 33B, ICTA 1988
           could have applied prior to their ceasing to have effect.
20.2.16    No unremittable income or gains
           No claim has been made by the Company within the last six years under
           sections 584, 585 or 723 ICTA 1988 or under section 279, TCGA.
20.2.17    Payments to directors, officers or employees
           The Company has not made within the last six years or agreed to make
           any payment to or provided or agreed to provide any benefit for any
           Director or former director, officer or employee of the Company,
           whether as compensation for loss of office, termination of employment


                                       79
<PAGE>

           or otherwise, which is not allowable as a deduction in calculating
           the profits of the Company for Taxation purposes whether up to or
           after the Balance Sheet Date.
20.2.18    Transfer pricing
           The Company is not a party to any transaction or arrangement under
           which it may be required to pay for any asset or any services or
           facilities of any kind an amount which is in excess of the market
           value of that asset or those services or facilities, neither is or
           was the Company a party to any transaction or arrangements to which
           the provisions of section 770A and Schedule 28 AA, ICTA 1988 may
           apply and nor will the Company receive any payment for an asset or
           any services or facilities of any kind that it has supplied or
           provided or is liable to supply or provide which is less than the
           market value of that asset or those services or facilities.
20.2.19    Transactions not at arm's length
           The Company has not disposed of or acquired any asset in
           circumstances falling within section 17 or 19, TCGA nor given or
           agreed to give any consideration to which section 128(1)(2), TCGA
           could apply.
20.2.20    Transactions between connected persons
           No allowable loss has accrued to the Company to which section 18(3),
           TCGA will apply.
20.2.21    Chargeable debts
           The Company is not owed a debt, other than a debt on a security, on
           the disposal or satisfaction of which a liability to corporation tax
           on chargeable gains will arise by reason of section 251, TCGA.
20.2.22    Relief for loans to traders and qualifying corporate bonds
           No claim for relief has been allowed to the Company in the last six
           years pursuant to sections 253 and 254, TCGA in respect of any loan
           and no chargeable gain has or is likely to arise pursuant to section
           253 (5), (6), (7) or (8) or section 254 (9) or (10), TCGA.
20.2.23    Chargeable policies
           The Company has not acquired benefits under any policy of assurance
           otherwise than as the original holder of legal and beneficial title.
20.2.24    Postponement of gains relating to overseas trade
           No claim or election affecting the Company has been made (or assumed
           to be made) under sections 140, 140C or 187 TCGA.
20.2.25    Depreciatory transactions
           (a)    Since the Balance Sheet Date no allowable loss which might
                  accrue on the disposal by the Company of any share in or


                                       80
<PAGE>

                  security of any company is likely to be reduced by virtue of
                  the provisions of sections 176 and 177, TCGA.
           (b)    Since the Balance Sheet Date the Company has not been a party
                  to any scheme or arrangement whereby the value of an asset has
                  been materially reduced as set out in sections 30-34, TCGA.
20.2.26    Restriction of straightline growth
           No asset owned by the Company is subject to a deemed disposal and
           re-acquisition under Schedule 2, TCGA so as to restrict the extent to
           which the gain or loss over the period of ownership may be
           apportioned by reference to straightline growth.
20.2.27    Other claims made by the Company
           The Company has made no claim under any of the following:
           (a)    section 280, TCGA (tax on chargeable gains payable by
                  instalments);
           (b)    section 24(2), TCGA (assets of negligible value);
           (c)    section 242(2), TCGA (small part disposals of land); or
           (d)    section 139, FA 1993 (deferral of unrealised exchange gains).

20.2.28    Gifts
           The Company has not received any assets by way of gift as mentioned
           in section 282, TCGA and the Company has not held, and does not hold,
           shares in a company to which section 125, TCGA could apply.
20.2.29    Non-resident companies
           (a)    There has not accrued or arisen any income, profit or gain in
                  respect of which the Company may be liable to corporation tax
                  by virtue of the provisions of section 13, TCGA or Chapter IV
                  of Part XVII, ICTA 1988.
           (b)    The Company has not been served with a notice in respect of
                  the unpaid corporation tax liability of any company pursuant
                  to section 191, TCGA.
20.2.30    Controlled foreign companies
           No notice of the making of a direction under section 747, ICTA 1988
           has been received by the Company and no circumstances exist which
           would entitle the Inland Revenue to make such a direction or to
           apportion any profits of a controlled foreign company to the Company
           pursuant to section 752, ICTA 1988.
20.2.31    Agent for non-residents
           The Company has not been a party to any transaction or arrangement
           whereby it is or may hereafter become liable for Taxation under or by
           virtue of section 42A, ICTA 1988 or regulations made thereunder or
           section 126, FA 1995.
20.2.32    Payment from pension funds


                                       81
<PAGE>

           The Company has not received a payment out of funds held for the
           purposes of an exempt approved scheme in respect of which an amount
           is currently recoverable by the Inland Revenue under section 601,
           ICTA 1988.
20.2.33    Claims and elections
           (a)    The Disclosure Documents contain full particulars of all
                  claims and elections made (or assumed to be made) under
                  sections 23, 152-162 or 165, 175, 247, 248, TCGA insofar as
                  they could affect the chargeable gain or allowable loss which
                  would arise in the event of a disposal by the Company of any
                  of its assets, and indicates which assets (if any) so affected
                  would not on a disposal give rise to relief under Schedule 4,
                  TCGA.
           (b)    The Disclosure Documents contain full particulars of elections
                  made under
                  (i)      Regulation 10 of The Exchange Gains and Losses
                           (Alternative Method of Calculating of Gain or Loss)
                           Regulations 1994 and whether or not such elections
                           have been varied
                  (ii)     Regulation 3 or 4 of The Local Currency Elections
                           Regulations 1994 and such election is still valid.
20.2.34    Loan relationships
           (a)    All interest, discounts and premiums payable by the Company in
                  respect of its loan relationships (within the meaning of
                  section 81, FA 1996) are eligible to be brought into account
                  by the Company as a debit for the purposes of Chapter II of
                  Part IV, FA 1996 at the time and to the extent that such
                  debits are recognised in the statutory accounts of the
                  Company.
           (b)    The Disclosure Documents contain full particulars of any
                  debtor relationship (within the meaning of section 103, FA
                  1996) of the Company which relates to a relevant discounted
                  security (within the meaning of paragraph 3 of Schedule 13, FA
                  1996) to which paragraph 17 or 18 of Schedule 9, FA 1996
                  applies.
           (c)    The Company has not been a party to a loan relationship which
                  had an unallowable purpose (within the meaning of paragraph 13
                  of Schedule 9, FA 1996).
           (d)    The Disclosure Documents contain full particulars of:
                  (i)      any loan relationships to which the Company is a
                           party to which paragraph 8 of Schedule 15, FA 1996
                           has applied or will apply on the occurrence of a
                           relevant event (within the meaning of paragraph 8(2)
                           of Schedule 15, FA 1996);
                  (ii)     the amount of any deemed chargeable gain or


                                       82
<PAGE>

                           deemed allowable loss that has arisen or will arise
                           on the occurrence of such relevant event; and
                  (iii)    any election made pursuant to paragraph 9 of
                           Schedule 15, FA 1996.
           (e)    The Company has not entered into any transaction to which
                  paragraph 11 of Schedule 9, FA 1996 applies.
20.3       Corporation tax - groups of companies
20.3.1     There is set out in the Disclosure Bundle full details of all
           surrenders, claims and notices and agreements to surrenders, claims
           or the giving of notices for:-
           (a)    any amounts by way of group relief under the provisions of
                  Sections 402 to 413 ICTA 1988;
           (b)    any amounts of advance corporation tax under the
                  provisions of Section 240 ICTA 1988; and
           (c)    any amounts of the tax refund to be dealt with under the
                  provisions of Section 102 FA 1989;
           in each case where the claim or surrender or notice has yet to be
           agreed or determined by the Inland Revenue for a specific amount.
20.3.2     Acquisitions from group members
           No tax has been or may be assessed on the Company pursuant to section
           190, TCGA in respect of any chargeable gain accrued prior to the date
           of this Agreement and the Company has not at any time within the
           period of six years ending with the date of this Agreement
           transferred any asset other than trading stock including any transfer
           by way of share exchange within section 135, TCGA to any company
           which at the time of disposal was a member of the same group as
           defined in section 170, TCGA.
20.3.3     Leaving the group
           The execution or completion of this Agreement or any other event
           since the Balance Sheet Date will not result in any chargeable asset
           being deemed to have been disposed of and re-acquired by the Company
           for Taxation purposes pursuant to section 178 or 179, TCGA.
20.3.4     Group income
           The Disclosure Documents contain full particulars of all elections
           made by the Company under section 247, ICTA 1988 and all such
           elections are now in force.
20.3.5     Capital losses
           The Company has no capital losses the set-off of which are or may be
           restricted by section 177A and Schedule 7A, TCGA.


                                       83
<PAGE>

20.4       Close companies
20.4.1     Close investment-holding company status
           The Company has not in any accounting period beginning after 31st
           March, 1989 been a close investment-holding company as defined in
           section 13A, ICTA 1988.
20.4.2     Distributions
           No distribution within section 418, ICTA 1988 has been made by the
           Company since the Balance Sheet Date.
20.4.3     Loans to participators
            No loans or advances made or agreed to be made by the Company within
           sections 419 and 420 or 422, ICTA 1988 are outstanding at the date of
           this Agreement and the Company has not released or written off or
           agreed to release or write off the whole or any part of any such
           loans or advances since the Balance Sheet Date.
20.5       Inheritance tax
20.5.1     No transfers of value and associated operations
           The Company has made no transfers of value within sections 94 and
           202, ITA nor has the Company received a transfer of value such that
           liability might arise under section 199, ITA nor has the Company been
           party to associated operations in relation to a transfer of value as
           defined by section 268, ITA.
20.5.2     Inland Revenue charge
           There is no unsatisfied liability to inheritance tax attached to or
           attributable to the Shares or any asset of the Company and none of
           them are subject to an Inland Revenue charge as mentioned in section
           237 and 238, ITA.
20.5.3     Power of sale, mortgage or charge
           No asset owned by the Company nor the Shares are liable to be subject
           to any sale, mortgage or charge by virtue of section 212, ITA.
20.6       VAT
20.6.1     Returns and payments
           (a)    The Company is a taxable person duly registered for the
                  purposes of VAT.
           (b)    The Company has complied with all statutory provisions, rules,
                  regulations, orders and directions in respect of VAT, has
                  promptly submitted accurate returns, and the Company maintains
                  full and accurate VAT records, has never been subject to any
                  interest, forfeiture, surcharge or penalty nor been given any
                  notice under sections 59 or 64, VATA nor been given a warning
                  within section 76(2), VATA nor has the Company been required
                  to give security under paragraph 4 of Schedule 11, VATA.


                                       84
<PAGE>

           (c)    VAT has been duly paid or provision has been made in the
                  Accounts for all amounts of VAT for which the Company is
                  liable.
20.6.2     Taxable supplies and input tax credit
           All supplies made by the Company are taxable supplies and the Company
           will not be denied full credit for all input tax by reason of the
           operation of sections 25 and 26, VATA and regulations made thereunder
           and no VAT paid by the Company is not input tax as defined in section
           24, VATA and regulations made thereunder.
20.6.3     VAT groups
           The Company is not and has not been for VAT purposes a member of any
           group of companies other than the Group and no act or transaction has
           been effected in consequence whereof the Company is or may be held
           liable for any VAT arising from supplies made by another company and
           no direction has been given nor will be given by H M Customs & Excise
           under Schedule 9A, VATA as a result of which the Company would be
           treated for the purposes of VAT as a member of a group.
20.6.4     Transactions between connected persons
           The Company has not been or agreed to be party to any transaction or
           arrangement in relation to which a direction has been or could be
           made under paragraph 1 of Schedule 6, VATA or to which paragraph
           2(3A) of Schedule 10, VATA applied.
20.6.5     Charge to VAT as agent or representative
           The Company is not and has not agreed to become liable for VAT by
           virtue of sections 47 and 48, VATA.
20.6.6     VAT and Properties
           The Company or its relevant associate for the purposes of paragraph
           3(7) of Schedule 10, VATA has exercised the election to waive
           exemption from VAT (pursuant to paragraph 2 of Schedule 10, VATA)
           only in respect of those Properties listed (as having been the
           subject of such an election) in the Disclosure Documents and:
           (a)    neither the Company nor its relevant  associate  has any
                  intention or obligation to exercise such an election in
                  respect of any other of the Properties;
           (b)    all things necessary for the election to have effect have been
                  done and in particular any notification and information
                  required by paragraph 3(6) of Schedule 10, VATA has been given
                  and any permission required by paragraph 3(9) of Schedule 10,
                  VATA has been properly obtained;
           (c)    a copy of the notification and of any permission obtained from
                  H M Customs & Excise in connection with the election is
                  included in the Disclosure Documents;


                                       85
<PAGE>

           (d)    no election has or will be disapplied or rendered ineffective
                  by virtue of the application of the provisions of paragraph 2
                  (3AA) of Schedule 10, VATA;
           (e)    in no case has the Company charged VAT, whether on rents
                  or otherwise, which is not properly chargeable; and
           (f)    the Company has not agreed to refrain from making an
                  election in relation to any of the Properties.

20.6.7     Capital goods scheme
           The Company does not own and has not at any time within the period of
           ten years preceding the date hereof owned any assets which are
           capital items subject to the Capital Goods Scheme under Part XV of
           the VAT Regulations 1995.
20.6.8     Bad debt relief
           The Company has not made any claim for bad debt relief under section
           36, VATA and details of any claim it could make have been disclosed.
20.6.9     Self-billing
           The Company has not entered into any self-billing arrangement in
           respect of supplies made by any other person nor has it at any time
           agreed to allow any such person to make out VAT invoices in respect
           of supplies made by the Company.
20.7       Stamp duty
20.7.1     Stamp duty
           All stampable documents wheresoever executed (other than those which
           have ceased to have any legal effect) to which the Company is a party
           have been duly stamped or stamped with a particular stamp denoting
           that no stamp duty is chargeable. Since the Balance Sheet Date there
           have been and are no circumstances or transactions to which the
           Company is or has been a party such that a liability to stamp duty or
           any penalty in respect of such duty will arise on the Company.
20.7.2     Stamp duty reserve tax
           Since the Balance Sheet Date the Company has not incurred any
           liability to or been accountable for any stamp duty reserve tax and
           there has been no agreement within section 87(1), FA 1986 which could
           lead to the Company incurring such a liability or becoming so
           accountable.



                                       86
<PAGE>

                                     PART 3
                                     ------
                                     Marine

21.1       Vessels
21.1.1     Schedule 8 sets forth a list of all vessels owned, leased, chartered
           or managed by the Company on the date hereof. Each Vessel is duly and
           validly documented under the laws and flag of the Isle of Man and
           Barbados and the Company is the sole owner of each Vessel and has
           good title to each Vessel free and clear of all Encumbrances, except
           for such maritime liens arising as a matter of law in the ordinary
           course of business consistent with past practice and which are not
           delinquent or are being contested in good faith but in no event do
           such contested liens, individually or in the aggregate, exceed
           (pound)10,000.
21.1.2     With respect to each Vessel, (a) such Vessel is in good operating
           condition and repair, consistent with its age, and has been
           maintained and serviced in accordance with the Company's normal
           practices and in the normal course of business, and is in
           satisfactory operating condition for charter in the manner and
           services in which it normally engages, (b) such Vessel holds in full
           force and effect all certificates, licenses, permits and rights
           required for operation in the manner and services vessels of its kind
           are being operated in the geographical area in which such Vessel is
           presently being operated, (c) so far as the Warrantors are aware no
           event has occurred and no condition exists that would materially or
           adversely effect the condition of such Vessel, (d) such Vessel is in
           class, free of any recommendations, with the classification and
           rating for vessels of its kind and engaged in similar services, and
           (e) there is no unrepaired damage known to the Warrantors to marine
           equipment that could affect certification or class.
21.1.3     Since the Accounts Date the Company has continued to maintain the
           inventory of spare parts (whether on board or ashore) for the Vessels
           following the same policy and in the same usual and customary manner
           in the 12 months prior to such date, including any renewal or
           replacement of spare parts used in the repair of any Vessel.
21.1.4     Since the Accounts Date the Company has not except as required to
           comply with the charterer's schedule details of which have been
           Disclosed:-
           (a)    departed from any normal drydock and maintenance practices
                  or discontinued replacement or renewal of spares in operating
                  its fleet or any other assets;
           (b)    deferred any scheduled maintenance on any Vessel or other
                  assets [except as required to comply with the charterer's
                  schedule details of which have been Disclosed];
           (c)    entered into any charter for any Vessel which has a term
                  of longer than 6 months other than those Disclosed;


                                       87
<PAGE>

           (d)    authorised any of, or agreed or committed to do any of,
                  the foregoing actions; or
           (e)    failed to maintain or renew permits required for its
                  business and Vessels.
21.1.5     The Company has notified in writing the Purchaser of any Vessel that
           has been drydocked since the Accounts Date and of any insurable or
           non-insurable loss exceeding the sum of (pound)10,000 in respect of
           any one incident occurring since the Accounts Date.
21.1.6     The Company has not received any notice of early termination under
           any of its charters, which are in full force and effect, and so far
           as the Vendor is aware (without having made any enquiries of the
           customers in this respect) no customer of the Company intends to
           terminate, limit or reduce its or their business relations with the
           Company.

21.2       Insurance
21.2.1     There are included in the Disclosure Documents a list and
           description, including limits of coverage and deductibles, of the
           insurance policies that the Company currently maintains with respect
           to its business, Vessels, properties and employees as of the date
           hereof. Each of such policies maintained by the Company is in full
           force and effect and a complete and correct copy of each or a summary
           of their material terms has been delivered to the Purchaser. All
           insurance premiums, club calls, back calls and assessments (if any)
           currently due with respect to such policies maintained by the Company
           have been paid and the Company is not otherwise in default with
           respect to any such policy, nor has the Company failed to give any
           notice or, present any claim under any such policy in a due and
           timely manner. There are no outstanding unpaid claims under any such
           policies other than any pending claims under the marine insurance
           policies of the Company and the amount of such claims have been
           recorded as a receivable and all of such claims are fully
           collectible. The Company has not received notice of cancellation or
           non-renewal of any such policy. Such policies maintained by the
           Company are sufficient for compliance with all requirements of law
           and all agreements to which the Company is a party.
21.2.2     All the Vessels are entered in the books of North of England P&I
           Association Limited and for the last 6 years the Company has not been
           a member of any other maritime mutual protection or indemnity club or
           fund and all club calls and assessments notified to the Company have
           been paid to date or have been properly provided for.



                                       88
<PAGE>

                                     PART 4
                                  The Demerger

22.1       All necessary consents and releases have been obtained in connection
           with the Demerger.
22.2       No employee or former employee of the Company or of the Demerged
           Companies has made any claim or given any intimation that he intends
           to make a claim against the Company arising out of or in connection
           with the Demerger.













                                       89
<PAGE>

                                   SCHEDULE 5
                                   ==========
                                     PART 1

                BASIS FOR PREPARATION OF THE COMPLETION ACCOUNTS

1.         General requirements
           Subject to the provisions of paragraphs 2 to 4 hereof the Completion
           Accounts shall be prepared:-

           1.1    under the historical cost convention and in accordance with
                  accounting principles generally accepted in the United Kingdom
                  (including Accounting Standards) and, subject as aforesaid, on
                  a basis consistent with the Accounts;
           1.2    after having given effect to the Demerger.

2.         Balance Sheet
           Unless already taken into account, the following principles shall be
           observed in drawing up the balance sheet which is to form part of the
           Completion Accounts:
2.1        sums receivable in respect of debtors shall not be included at sums
           higher than the amounts collectable, making appropriate provision for
           doubtful debts;
2.2        stocks and work-in-progress shall be valued at the lower of cost and
           net realisable value;
2.3        liabilities shall include accruals at the close of business on the
           date of Completion;
2.4        no value shall be attributable to goodwill or any other intangible
           asset;
2.5        immovable property and other fixed assets shall be included at their
           net book value as at the Balance Sheet Date (or at cost if purchased
           after the Balance Sheet Date) less depreciation on cost or the
           revalued amounts (as appropriate) at the respective rates applied in
           the Accounts;
2.6        no provision shall be made for corporation tax or deferred tax (other
           than the agreed provision of (pound)2,000,000 in respect of deferred
           Taxation referred to in paragraph 1.4 of Part II of this Schedule).

3.         Profit and loss account
           Unless already taken into account, the following principles shall be
           observed in drawing up the profit and loss account of the Group which
           is to form part of the Completion Accounts:


                                       90
<PAGE>

3.1        depreciation shall be deducted on the basis mentioned in paragraph
           2.5 above;
3.2        any Taxation on profits shall be computed as if the Completion
           Accounts are an accounting period for Corporation Tax and be
           deducted;
3.3        the profits or losses shall be computed before paying any dividend or
           making appropriations of profit or allocations to or from reserves
           and before deducting any extraordinary item or making any prior year
           adjustment, as defined in FRS 3.

4.         Changes in Accounting Standards
           Unless otherwise taken into account in accordance with the preceding
           provisions of this schedule, the Completion Accounts shall be
           prepared without regard to any changes in Accounting Standards from
           those applied in the preparation of the Accounts.

                                     PART II
                               ADJUSTED NET ASSETS

1.         The Adjusted Net Assets of the Group shall be the aggregate of all
           its fixed tangible assets and current assets as shown in the
           Completion Accounts less the aggregate of all its liabilities
           (including amounts falling due to creditors not only within but also
           outside of one year) and charges adjusted as follows to the extent
           not already taken into account in the Completion Accounts:-

           1.1    without taking into account any amounts owed by one member
                  of the Group to any other member of the Group;
           1.2    by deducting all deferred docking costs other than in respect
                  of MV Stirling Aquarius after 1st April 2001;
           1.3    without taking into account the value of any spares;
           1.4    by including an agreed provision of (pound)2,000,000 in
                  respect of deferred taxation;
           1.5    by increasing or reducing as the case may be the book
                  value as at Completion of the Vessels to the value set
                  opposite that Vessel in Schedule 8 and by increasing the book
                  value as at Completion of the vessel hulls by the amount set
                  opposite that vessel hull in Part II of Schedule 8;
           1.6    if during the Pre-Completion Period any of the Vessels has
                  been lost or destroyed or damaged beyond repair, by excluding
                  the adjusted value of that Vessel determined under Section 1.5


                                       91
<PAGE>

                  and including the amount in respect thereof recoverable from
                  the insurers;
           1.7    if during the Pre-Completion Period any other fixed assets of
                  the Group has been lost or destroyed or damaged beyond repair,
                  by excluding the book value of that asset and including the
                  amount in respect thereof recoverable from the insurers;
           1.8    if during the Pre-Completion Period any Vessel is agreed to be
                  sold but the sale has not been completed, by excluding the
                  value of that Vessel determined under Section 1.5 and
                  including the agreed sale price less the amount of any tax
                  chargeable on the disposal and if any part of the sale price
                  is not cash taking such part at its market value;
           1.9    by deducting the retained profit for the period from 1st April
                  2001 until Completion (which for the avoidance of any doubt
                  shall be after giving effect to the Pre-Completion Dividends
                  set out in paragraphs 5 and 6 of Schedule 9 determined in
                  accordance with the provisions of the articles of association
                  of the Company) adjusted as follows:-
                  (a)      by deducting the profit on disposal of m.v.
                           "STIRLING FYNE"; and
                  (b)      by adding back the depreciation charge in respect
                           of vessels and vessels equipment other than m.v.
                           "STIRLING CLYDE" and m.v. "STIRLING FORTH", net of
                           the consolidation adjustment relating to supervision
                           fees/commission; and
                  (c)      by deducting the profit before taxation for the
                           period from 1st April 2001 until Completion in
                           respect of m.v. "STIRLING FORTH" and m.v. "STIRLING
                           CLYDE", after depreciation, net of the consolidation
                           adjustment referred to above, and after actual
                           interest attributable to the financing of those
                           vessels;
                  (d)      by adding back the pro rata element of the
                           Pre-Completion Dividends set out in paragraphs 5 and
                           6 of Schedule 9 declared for the period from 1st
                           April 2001 until Completion which relates to the
                           profit for such period attributable to m.v. "STIRLING
                           FORTH" and m.v. "STIRLING CLYDE" compared to the
                           consolidated profit before tax for the Group
                           excluding the profit on the disposal of the m.v.
                           "STIRLING FYNE".
                 (e)       by adding back the dividend of (pound)19.3146 per
                           Deferred Share declared on 4th May 2001 to the extent
                           such dividend has reduced retained profit for the
                           period from 1st April 2001 until Completion;
                 (f)       by adding back the agreed provision for deferred
                           taxation of (pound)2,000,000 to the extent such
                           provision for deferred taxation has reduced retained
                           profit for the period from 1st April 2001 until
                           Completion;


                                       92
<PAGE>

                 (g)       by adding back any costs of docking in respect of MV
                           Stirling Aquarius to the extent such docking costs
                           have reduced retained profit for the period from 1st
                           April 2001 until Completion;
                  (h)      by adding back the costs of the Demerger to the
                           extent such costs of the Demerger have reduced
                           retained profit for the period from 1st April 2001
                           until Completion;
                  (i)      by adding back fees payable to non-executive
                           directors to the extent that such fees have reduced
                           retained profit for the period from 1st April 2001
                           until Completion;
           1.10   the effect of the Demerger;
           1.11   by deducting the costs of the Demerger incurred for the period
                  prior to 31st March 2001 and which did not reduce retained
                  profit for the period prior to 31st March 2001;




                                       93
<PAGE>

                                   SCHEDULE 6
                                   ==========
                                   COMPLETION
                                     PART 1

           On Completion, the Vendors other than 3i shall deliver or make
           available to the Purchaser:
1.         certificates from each of the banks at which the Company and each of
           the Subsidiaries maintains an account of the amount standing to the
           credit or debit of all such accounts as at the close of business on
           30th April 2001;
2.         the cash book balances of the Company and each of the Subsidiaries as
           at Completion with statements reconciling such cash book balances and
           the relevant cheque books with the balances on the bank accounts of
           the Company and each of the Subsidiaries as shown by the certificates
           referred to in paragraph 1;
3.         the cheque books relating to all the bank accounts of the Company and
           each of the Subsidiaries together with confirmation that no cheques
           have been written by the Company or any of the Subsidiaries since
           preparation of the statements referred to in paragraph 1.2;
4.         the Tax Deed duly executed as a deed by the Vendors;
5.         transfers of the Shares duly executed by the registered holders
           thereof in favour of the Purchaser or its nominee(s) together with
           the relevant share certificates in the names of such registered
           holders or appropriate indemnities in the absence of such share
           certificates;
6.         such waivers, consents or other documents (including any power of
           attorney under which any document required to be delivered under Part
           1 of this schedule has been executed) in the agreed terms to enable
           the Purchaser and its nominee(s) to be registered as the holders of
           the Shares;
7.         certificates in respect of all issued shares in the capital of each
           of the Subsidiaries or appropriate indemnities in the absence of such
           share certificates;
8.         the statutory registers and minute books (properly written up to the
           time immediately prior to Completion), the common seal (if any), the
           certificate of incorporation and (if applicable) any certificate of
           incorporation on change of name of the Company and each of the
           Subsidiaries;
9.         the documents of title to the Properties as evidenced by the
           Disclosure Documents;
10.        the written resignations in the agreed terms of A.H. Farley and A.C.
           Salvesen as Directors from their respective offices, such
           resignations to take effect from Completion;



                                       94
<PAGE>

11.        a letter amending the service agreement between J.A.F. Cowderoy and
           SSCO duly countersigned by J.A.F. Cowderoy;
12.        the Escrow Letter and Escrow Instructions;
13.        the Shell  Novation Agreement;
14.        evidence to the reasonable satisfaction of the Purchaser of the
           conversion of 83,248 A Ordinary Shares into 83,248 Deferred Shares
           and the payment of a dividend of(pound)19.3146 per share thereon;
15.        evidence to the reasonable satisfaction of the Purchaser of the
           repayment or payment of any monies owing by any of the Demerged
           Companies to any member of the Group;
16.        the Management Agreement duly executed;
17.        the Pooling Agreement duly executed;
18.        the Performance Guarantee Agreement;
19.        the Performance Guarantee Fee Agreement duly executed;
20.        The Administrative Services Agreement duly executed.
21.        The Indemnity Agreement duly executed.

                                     PART 2

On Completion, the Vendors other than 3i shall cause a board meeting of the
Company and of each of the Subsidiaries to be held at which:
1.         in the case of the Company only, the said transfers of the Shares
           shall be passed for registration and registered (subject to the same
           being duly stamped, which shall be at the cost of the Purchaser);
2.         the resignations referred to in paragraph 10 of Part 1 shall be
           tendered and accepted so as to take effect at the close of the
           meeting;
3.         persons nominated by the Purchaser (in the case of directors subject
           to any maximum number imposed by the relevant articles of
           association) shall be appointed additional directors and appointed
           secretaries;
4.         the variations to the service agreement between SSCO and JAF Cowderoy
           shall be approved;
5.         in the case of Haven Shipping Company Limited a transfer of 1 share
           by I.V.R. Harrison and Stirling Shipping Company Limited to Stirling
           Shipping Company Limited shall be passed for registration and
           registered.

                                     PART 3

On Completion, the Purchaser shall cause a board meeting of the Purchaser to be
held at which:-



                                       95
<PAGE>

1.         the entering into of the Loan Notes Instrument and issue of the Loan
           Notes (and certificates in respect thereof) to the Vendors shall be
           approved;
2.         the transaction contemplated by this Agreement be approved;
3.         the signature, execution and completion (as appropriate) of this
           Agreement and the Tax Deed and all ancillary documents hereto be
           approved.

                                     PART 4
On Completion, the Purchaser shall:-

1.         deliver to the Vendors:-
1.1        the Tax Deed duly executed as a deed by the Purchaser;
1.2        a certified copy of the Loan Note Instrument duly executed and
           certificates in respect of the Loan Notes ; and
1.3        a certified copy of a duly executed irrevocable letter of
           instructions in agreed terms to the Purchaser's transfer agent,
           Computershare Services Inc, to issue the relative share certificates
           in respect of the Consideration Shares and to deliver them without
           cost to, in the case of 3i:-
           Sub Custodian:                   The Bank of New York, New York
           DTC Number:                      901
           Agent Bank Number:               93034
           Institutional ID Number:         66569
           Account:                         Bank of New York, Brussels
           Client Name:                     The Bank of New York Europe Limited
           Client Account Number:           723175
           Sub Account Name:                3i Group plc * 027173-002

           and in the case of the other Vendors, to the Vendors' Solicitors;
1.5        a certified extract from a meeting of its board of directors
           authorising the signature, execution and completion (as appropriate)
           of this Agreement.

2.         deliver to the Vendors' Solicitors on behalf of such of the Vendors
           who are to be issued Loan Notes the Letter of Credit.

                                     PART 5
                                    Section 1

On Completion, each of the Vendors named in Section 1 of this Part 5 ("Affiliate
Vendors") shall deliver to the Purchaser a letter in the form set forth in
Section 2 of this Part 5 (the "Affiliate Letter").



                                       96
<PAGE>

1.         Affiliate Vendors:
           P. Harrison                                       David Baird
           J. Cowderoy                                       Ken MacDonald
           D. Harrison                                       Willie Lauchlan
           N. Harrison
           G. Harrison
           3i

2.         Form of Affiliate Letter:

SEACOR SMIT Inc.                                              May ___, 2001
11200 Richmond Avenue
Suite 400
Houston, Texas  77082
United States of America

Dear Sir/Madam:

Reference is made to the provisions of that certain agreement by and between
SEACOR SMIT Inc., a Delaware corporation ("SEACOR") and the Vendors identified
therein relating to the sale and purchase of all of: the A Ordinary Shares (the
"A Shares") (pound)1 each in the capital of Stirling Shipping Holdings Limited
("Stirling"), the B Ordinary Shares (the "B Shares") (pound)1 each in the
capital of Stirling, the Ordinary Shares (the "Ordinary Shares") (pound)1 each
in the capital of Stirling and the Deferred Shares (pound)1 each in the Capital
of Stirling (together with the A Shares, the B Shares and the Ordinary Shares,
the "Stirling Shares") in the capital of Stirling, dated as of May ___, 2001
(together with any amendments thereto, the "Acquisition Agreement"), pursuant to
which the Consideration Shares (as defined below) will be issued as part of the
consideration paid for the acquisition of the Stirling Shares (the "Share
Exchange"). By reason of the Share Exchange, Stirling will become a wholly-owned
subsidiary of SEACOR. This letter constitutes the undertakings of the
undersigned contemplated by the Share Exchange Agreement, and is being furnished
pursuant to Part 5 of Schedule 6 thereto.

I understand that I may be deemed to be an "affiliate" of the Company, as such
term is defined for purposes of paragraphs (c) and (d) of Rule 145 ("Rule 145")
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
Execution of this letter will not be construed as an admission of "affiliate"
status or as a waiver of any rights that I may have to object to any claim that
I am an "affiliate" on or after the date of this letter.

If in fact I were to be deemed an "affiliate" of Stirling under paragraphs (c)
and (d) of Rule 145, my ability to sell, transfer or otherwise dispose of any
shares of the common stock, par value $.01 per share, of SEACOR received by me
pursuant to the terms of the Acquisition Agreement (the "Consideration Shares")
in exchange for Stirling Shares owned by me would be restricted.



                                       97
<PAGE>

I hereby represent, warrant and covenant to SEACOR that:

I will not sell, pledge, transfer or otherwise dispose of any of the Stirling
Shares unless (i) such sale, pledge, transfer or other disposition has been
registered under the Securities Act, (ii) such sale, transfer or other
disposition is made in conformity with the provisions of Rule 145 under the
Securities Act (as such rule may be amended from time to time), or (iii) in the
opinion of counsel in form and substance reasonably satisfactory to Parent, or
under a "no-action" letter obtained by me from the staff of the SEC, such sale,
pledge, transfer or other disposition will not violate or is otherwise exempt
from registration under the Securities Act;

I hereby acknowledge that SEACOR is under no obligation to register the sale,
transfer, pledge or other disposition by me of the Stirling Shares or to take
any other action necessary for the purpose of making an exemption from
registration available.

I understand that SEACOR will issue stop transfer instructions to its transfer
agent with respect to the Consideration Shares to be received in the Share
Exchange and that a restrictive legend will be placed on certificates delivered
to me evidencing such Stirling Shares in substantially the following form:

                  "This certificate and the shares represented hereby have been
                  issued pursuant to a transaction governed by Rule 145 ("Rule
                  145") promulgated under the Securities Act of 1933, as amended
                  (the "Securities Act"), and may be sold or otherwise disposed
                  of only in accordance with the terms of a letter agreement,
                  dated May _____, 2001, between the holder of this certificate
                  and the issuer of this security (a copy of which is on file in
                  the principal office of such issuer) which contains further
                  restrictions on the transferability of the shares represented
                  hereby."

The term "Consideration Shares" as used in this letter shall mean and include
not only the common stock of SEACOR as presently constituted, but also any other
stock which may be issued in exchange for, in lieu of, or in addition to, all or
any part of such Consideration Shares.

I hereby acknowledge that I understand the requirements of this letter and the
limitations imposed upon the transfer, sale or other disposition of the Stirling
Shares to be received by me in the Share Exchange.


                                      Very truly yours,

                                      ---------------------------------
                                      Name:





                                       98
<PAGE>

                                   SCHEDULE 7
                                   ==========
                       LIMITATION OF WARRANTORS' LIABILITY

1.         Notwithstanding the provisions of Clause 9, the Warrantors shall not
           be liable in respect of a breach of any of the Warranties if and to
           the extent that the loss occasioned thereby has been recovered under
           the Tax Deed and vice versa.

2.         The Warrantors shall not be liable under the Warranties to the extent
           that the facts which might result in a Claim or possible Claim were
           Disclosed.

3.         The Warrantors shall not be liable in respect of any Claim:-

           3.1    to the extent that the subject of the Claim is allowed or
                  provided for or reserved in the Accounts or the Completion
                  Accounts or has been included in calculating creditors or
                  deducted in calculating debtors in the Accounts or the
                  Completion Accounts and (in the case of creditors or debtors)
                  is identified in the records of the Company or to the extent
                  such matter was specifically referred to in the notes to the
                  Accounts or the Completion Accounts; or
           3.2    to the extent that a Claim arises or is increased:
                  3.2.1    wholly or partly from an act or omission occurring at
                           the request of or with the written consent of the
                           Purchaser or (on or after the date hereof) the
                           Company or any of its directors, other officers,
                           employees or agents (other than the Warrantors);
                  3.2.2    wholly or partly from an act or omission compelled by
                           law;
                  3.2.3    as a result of any increase in rates of Taxation or
                           any change in legislation or regulation relating to
                           Taxation occurring or coming into force since the
                           date of this Agreement whether or not having
                           retrospective effect; or
                  3.2.4    wholly or partly as a result of the passing or coming
                           into force of or any change in any enactment, law,
                           regulation, directive, requirement or any practice of
                           any government, government department or agency or
                           regulatory body (including but not limited to
                           extra-statutory concessions of the Inland Revenue)
                           after the date of this Agreement whether or not
                           having retrospective effect;
                  3.2.5    by an act or omission carried out voluntarily by the
                           Purchaser or any Affiliate of the Purchaser or any of
                           their respective directors, employees or agents after


                                       99
<PAGE>

                           the date of Completion and which the Purchaser or
                           Affiliate or any such person (as the case may be)
                           ought reasonably to have known would give rise to or
                           increase the amount of the Claim;
                  3.2.6    because of any change of Accounting Reference Date of
                           the Company and its Subsidiaries from 31st December
                           or because of any change in any of the accounting
                           policies, bases or practices of the Company or any of
                           the Subsidiaries.

           3.3    To the extent that:-

                  3.3.1    the amount of a Claim is recovered from the insurers
                           of the Company or any of the Subsidiaries or would
                           have been so recovered if the policies of insurance
                           of the Company or relevant Subsidiary were maintained
                           on substantially similar terms or otherwise affording
                           the same degree of insurance cover as those existing
                           at the date of this Agreement; or
                  3.3.2    the Claim is contingent only (unless and until such
                           contingent liability becomes an actual liability and
                           is due and payable).

4.         The liability of the Warrantors in respect of any Claim (other than a
           Tax Claim or Vessel Claim):
           4.1    shall not arise unless and until the amount of such Claim
                  exceeds(pound)20,000 in respect of any single item and such
                  Claim shall be disregarded for all purposes unless the total
                  amount of all such Claims exceeds (pound)250,000;

           4.2    shall not arise unless and until the amount of such Claim when
                  aggregated with the amount of any other such Claim exceeds
                  (pound)250,000 in which event the Warrantors shall only be
                  liable for the excess.

5.         The liability of the Warrantors in respect of any Vessel Claim:-

5.1        shall not arise unless and until the amount of the Vessel Claim
           exceeds (pound)10,000 in respect of any single item and such Vessel
           Claim shall be disregarded for all purposes unless the total amount
           of all such Vessel Claims exceeds (pound)200,000;
5.2        shall not arise unless and until the amount of any such Vessel Claim
           when aggregated with the amount of any other such Vessel Claim


                                      100
<PAGE>

           exceeds (pound)200,000 in which event the Warrantors shall only be
           liable for the excess.

6.1        Subject to the provisions of paragraph 6.2 below the liability of the
           Warrantors in respect of any Tax Claim:-

           6.1.1      shall not arise unless and until the amount of the Tax
                      Claim exceeds (pound)3,000 in respect of any single item
                      and such Tax Claim shall be disregarded for all purposes
                      unless the total amount of all such Tax Claims exceeds
                      (pound)50,000;
           6.1.2      shall not arise unless and until the amount of such Tax
                      Claims when aggregated with the amount of any other such
                      Tax Claim exceeds (pound)50,000 in which event all of such
                      Tax Claims shall be recoverable hereunder and not just the
                      excess.

6.2        The provisions of paragraph 6.1 shall not apply to any Tax Claims
           relating to the Demerger the full amount of which shall be
           recoverable hereunder.

7.         The Warrantors shall have no liability in respect of any Claim
           relating to the Pre Completion Period to the extent that the amount
           of the Claim is taken into account in the Completion Accounts.

8.         The liability of each Warrantor:-
           8.1    shall not (when  aggregated  with the amount of all the other
                  Claims)  exceed an amount equal to his proportion of the
                  Consideration;
           8.2    shall be limited to that percentage set opposite his name in
                  column (7) of Schedule 1.
           PROVIDED THAT in calculating the Consideration received by each
           Warrantor for these purposes the monetary equivalent of each
           Consideration Share received by him shall be the lower of
           (pound)34.21 per share and the sterling equivalent of the average
           closing price on the New York Stock Exchange as reported in the Wall
           Street Journal of common stock of $0.01 per share in the capital of
           the Purchaser for the 30 days immediately preceding Completion using
           an exchange rate based on the average New York closing price for
           pounds sterling during such period as reported in the Wall Street
           Journal.

9.         The liability of the Warrantors in respect of any Claim other than in
           respect of the Tax Warranties or the Tax Deed shall cease on May 2003
           except in respect of matters which have been the subject of a bona
           fide written claim which is made before such date by or on behalf of


                                      101
<PAGE>

           the Purchaser to the Warrantors giving sufficient details of all
           material aspects of the Claim including the Purchaser's bona fide
           estimate of the amount thereof. Any such Claim shall (if it has not
           previously been satisfied, settled or withdrawn) be deemed to have
           been withdrawn unless legal proceedings in respect of it have been
           commenced by both being issued and served within nine months of such
           notification to the Warrantors.

10.        The liability of the Warrantors in respect of any Claim in respect of
           the Tax Warranties or under the Tax Deed shall cease on May 2008
           except in respect of matters which have been the subject of a bona
           fide written claim which is made before such date by or on behalf of
           the Purchaser to the Warrantors giving sufficient details of all
           material aspects of the claim including the Purchaser's bona fide
           estimate of the amount thereof. Any such Claim shall (if it has not
           previously been satisfied, settled or withdrawn) be deemed to have
           been withdrawn unless legal proceedings in respect of it have been
           commenced by both being issued and served within nine months of such
           notification to the Warrantors.

11.        Any payment made by the Warrantors in respect of a breach of any
           Warranties or payment made under the Tax Deed, or any other payment
           made pursuant to this Agreement, shall be and shall be deemed to be
           pro tanto a reduction in the price paid for the Shares under this
           Agreement.

12.        If the Purchaser or any member of the Purchaser's Group becomes aware
           of any matter which might give rise to a Claim or upon any Claim
           being made, the following provisions shall apply:-
           12.1   the Purchaser shall forthwith give reasonable details by
                  written notice to the Warrantors of the matter and shall
                  consult with the second named of the Vendors' Representatives
                  with respect to the matter;
           12.2   the Purchaser shall not knowingly make, and shall procure that
                  no other member of the Purchaser's Group shall knowingly make,
                  any admission of liability in respect of or compromise or
                  settle the matter without the prior written consent of the
                  Warrantors, such consent not to be unreasonably withheld or
                  delayed;
           12.3   the Purchaser shall provide, and shall procure that all other
                  members of the Purchaser's Group provides, the Warrantors and
                  the Warrantors' professional advisors with all reasonable
                  access to premises, personnel and to all relevant assets,
                  documents, records and information within the power,


                                      102
<PAGE>

                  possession or control of any member of the Purchaser's Group
                  of or relating to the Company and its Subsidiaries to enable
                  the Warrantors and their professional advisors to examine such
                  assets, documents, records and information and to take
                  photographs or photocopies thereof at its expense in order to
                  appraise themselves of all facts, matters and information
                  relevant to the Claim subject always to not adversely
                  interfering with the business of the Purchaser or the
                  Purchaser's Group;
           12.4   the Purchaser, so far as is reasonably practicable, shall
                  procure that other members of the Purchaser's Group, retain
                  and preserve all relevant assets, documents, records and
                  information within the power, possession or control of the
                  Purchaser's Group of or relating to the Company which are or
                  may be relevant in connection with any Claim for so long as
                  any actual or prospective Claim remains outstanding;
           12.5   in connection with any proceedings relating to the Claim
                  (other than against the Warrantors), the Purchaser shall and
                  shall procure that each member of the Purchaser's Group will
                  permit the Warrantors in the name of the Purchaser and/or the
                  relevant member of the Purchaser's Group (as appropriate) to
                  appoint such professional advisors and to take such action as
                  the Warrantors may consider reasonably necessary or desirable
                  to avoid, dispute, resist, appeal, compromise or defend the
                  Claim, action or demand and any adjudication in respect
                  thereof (including, if the Warrantors so request, conduct of
                  the proceedings or negotiations) subject only to consulting
                  the Purchaser and/or the relevant member of the Purchaser's
                  Group (as appropriate) prior to taking any such action, on the
                  basis that the Warrantors shall provide the Purchaser with
                  such indemnity and security therefor as the Purchaser and/or
                  the relevant member of the Purchaser's Group (as appropriate)
                  may reasonably require in relation to any such request or
                  nomination by the Warrantors.

13.        If at any time the Warrantors (or any of them) pay to the Purchaser
           an amount pursuant to a Claim and the Purchaser or the Company or any
           Subsidiary is to become entitled to recover from any other person not
           being an Affiliate of the Purchaser and not being a Warrantor
           (including, without limitation, any taxation or other authority or
           under any policy of insurance maintained by the Company or any
           Subsidiary from time to time) any sum in respect of the same
           circumstances giving rise to such Claim:-
           13.1   without prejudice to the Purchaser's rights first to
                  claim against the Warrantors pursuant to this Agreement, the


                                      103
<PAGE>

                  Purchaser shall, or shall procure that the Company or relevant
                  Subsidiary shall, take all reasonable steps to enforce such
                  recovery, and shall forthwith repay to the Vendors so much of
                  the amount paid by them to the Purchaser as does not exceed
                  the sum recovered from such other person less all reasonable
                  costs, expenses and taxation incurred by the Purchaser or the
                  Company or relevant Subsidiary in recovering that sum from
                  such other person; or
           13.2   at the Warrantors' option, subject to the Warrantors
                  indemnifying the Purchaser or the Company or relevant
                  Subsidiary to their respective reasonable satisfaction, the
                  Purchaser shall, or shall procure that the Company or relevant
                  Subsidiary shall, for a nominal consideration assign to the
                  Purchaser, to the extent possible at law, the benefit of the
                  rights of recovery, reimbursement or refund which the
                  Purchaser or the Company or relevant Subsidiary has against
                  such other person in respect of the matter giving rise to the
                  Claim.

14.        The liability of the Warrantors is also limited as follows:-
           14.1   payment of any Claim under the Warranties shall pro tanto
                  satisfy and discharge any other claim thereunder which is
                  capable of being made in respect of the same subject matter;
           14.2   the Warranties are given on the basis that the Company and the
                  Subsidiaries continue to carry on their respective businesses
                  after Completion as going concerns;
           14.3   nothing in this Agreement shall in any way diminish the duty
                  at law of the Purchaser to mitigate the loss arising from any
                  breach of the Warranties;
           14.4   save in respect of statements made fraudulently, the parties
                  accept that they are to have no rights or liabilities in
                  respect of pre-contractual statements;
           14.5   if there shall be any inconsistency between the provisions of
                  this Schedule and the other provisions of this Agreement then
                  the provisions of this Schedule shall prevail.

15.        The Purchaser shall, or shall procure the Company or relevant
           Subsidiary shall, so far as it is able to do so and based on the
           information available to it from time to time keep the Warrantors
           fully and promptly informed of any actual or prospective right of
           recovery from any third party as referred to in paragraph 13 above.



                                      104
<PAGE>

16.        Without prejudice to any other provision herein for the protection of
           the Warrantors, the Purchaser shall and shall procure that the
           Company and each of its Subsidiaries shall take all reasonable steps
           to mitigate any loss which is or may be the subject of any Claim in
           respect of the Warranties.

17.        The Purchaser shall give written notice to the Warrantors as soon as
           it becomes aware of any Vessel Claim which relates to any damage to
           or lack of repair of any Vessel (and the awareness of the Warrantors
           shall not be attributable to the Purchaser) and the Warrantors shall
           have the right to appoint at their own expense their own surveyor to
           inspect the Vessel concerned prior to rectification of any damage or
           repair (except in the case of emergency).

18.        If the Warrantors pay a Claim in respect of any warranted debt and
           the debt or part thereof is subsequently recovered the Purchaser
           shall repay to the Warrantors the lesser of the amount of such Claim
           paid by the Warrantors and the amount of the debt actually recovered.

19.        The Purchaser confirms to the Warrantors that none of its
           representatives, namely John Gellert, Alice Gran and Rodney Lenthall,
           is actually aware of any matter which will give rise to a Claim.



                                      105
<PAGE>

                                   SCHEDULE 8
                                   ==========

                                     PART 1
                                     VESSELS
<TABLE>
<CAPTION>
------------------------------------------------------- ---------------------------------
                        Vessel                               Allocated Value (GBP)
------------------------------------------------------- ---------------------------------
<S>                                                                  <C>
Stirling Tay                                                         13,194,444
------------------------------------------------------- ---------------------------------
Stirling Spey                                                        13,194,444
------------------------------------------------------- ---------------------------------
Stirling Aquarius                                                     8,138,889
------------------------------------------------------- ---------------------------------
Stirling Pegasus                                                      7,291,667
------------------------------------------------------- ---------------------------------
Stirling Altair                                                       4,200,000
                                                        ---------------------------------
Stirling Capella                                                      2,343,750
                                                        ---------------------------------
Stirling Vega                                                         2,343,750
------------------------------------------------------- ---------------------------------
Stirling Dee                                                          3,125,000
------------------------------------------------------- ---------------------------------
Stirling Esk                                                          4,340,278
------------------------------------------------------- ---------------------------------
Stirling Iona                                                        16,500,000
------------------------------------------------------- ---------------------------------
Stirling Sirius                                                       5,555,556
------------------------------------------------------- ---------------------------------
Stirling Spica                                                        5,555,556
------------------------------------------------------- ---------------------------------

                                     PART II
                                  VESSEL HULLS



------------------------------------------------------- ---------------------------------
                     Vessel Hulls                            Allocated Value (GBP)
------------------------------------------------------- ---------------------------------
Ferguson Hull No. 711 (up-lift) (to be added to                         861,400
progress payments made)
------------------------------------------------------- ---------------------------------
BAE Marine Systems Hull 322 (up-lift) (to be added to                   547,215
progress payments made)
------------------------------------------------------- ---------------------------------

------------------------------------------------------- ---------------------------------
                                                 Total               87,191,949
------------------------------------------------------- ---------------------------------

</TABLE>


                                      106
<PAGE>

                                   SCHEDULE 9
                            PRE COMPLETION DIVIDENDS
<TABLE>
<CAPTION>
------------------------------------ -------------------------- --------------------- ------------------- -----------------
           Vendor                    Amount of Dividend         Date of Declaration   Period Referable To Date of Payment
------------------                   ------------------         -------------------   ------------------- ---------------
------------------------------------ -------------------------- --------------------- ------------------- -----------------
<S>                                  <C>                        <C>                   <C>                 <C>
1.  Ordinary Shareholders & B        (pound)3,402,836           2 May 2001            1/1/96-31/12/00     24 April 2001
    Ordinary Shareholders
------------------------------------ -------------------------- --------------------- ------------------- -----------------
2.  Additional Dividend to           (pound)470,870             2 May 2001            1/1/01-31/3/01      24 April 2001
    Ordinary Shareholders & B
    Ordinary Shareholders
------------------------------------ -------------------------- --------------------- ------------------- -----------------
3.  3i in respect of A Ordinary      (pound)133,699             February 2001         to 31/12/00         February 2001
    Shares
------------------------------------ -------------------------- --------------------- ------------------- -----------------
4.  3i in respect of A Ordinary      (pound)196,522             April 2001            1/1/01-31/3/01      24 April 2001
    Shares Participating dividend    (pound)130,221 actually
    Class dividend to A Ordinary     paid due to
    Shareholders                     overpayment)
------------------------------------ -------------------------- --------------------- ------------------- -----------------
5.  Participating dividend per       on basis of formula in     2 May 2001            1/4/01-30/4/01      Post Completion
    share to A Ordinary              Note 1
    Shareholders
------------------------------------ -------------------------- --------------------- ------------------- -----------------

</TABLE>

                                      107
<PAGE>

<TABLE>
<CAPTION>
------------------------------------ -------------------------- --------------------- ------------------- -----------------
<S>                                  <C>                        <C>                   <C>                 <C>
6.  Participating dividend per       on basis of formula in     4 May 2001            1/4/01-Completion   Post Completion
    share to Ordinary Shareholders   note 1
    & B Ordinary Shareholders
------------------------------------ -------------------------- --------------------- ------------------- -----------------
7.  3i in respect of the Deferred    (pound)1,607,901.80        4 May 2001            -                   4 May 2001
    Shares
------------------------------------ -------------------------- --------------------- ------------------- -----------------

NOTE 1: Formula is that contained in Article 3.1 of SSCO.

</TABLE>





                                      108
<PAGE>

Signed as a Deed by                         }            [Signed by]
IAIN VICTOR ROBINSON HARRISON               }            Iain V.R. Harrison
in the presence of:-                        }

Witness: Name     Shuna Stirling


Address           70 Wellington Street
                  Glasgow


Occupation        Solicitor

Signed as a Deed by                         }            [Signed by]
FABIENNE HARRISON                           }            Iain V.R. Harrison
in the presence of:-                        }            [as Attorney]

Witness: Name     Shuna Stirling


Address           as above




Occupation

Signed as a Deed by                         }            [Signed by]
PATRICK CHARLES LORNE  HARRISON             }            Patrick Harrison
in the presence of:-                        }

Witness: Name     Shuna Stirling


Address           as above




Occupation

Signed as a Deed by                         }            [Signed by]
JAMES ANTHONY FRANK COWDEROY                }            James Cowderoy
in the presence of:-                        }

Witness: Name     Shuna Stirling


Address           as above




Occupation



                                      109
<PAGE>

Signed as a Deed by                          }                 [Signed by]
IONA COWDEROY                                }                 James Cowderoy
in the presence of:-                         }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above



Occupation

Signed as a Deed by                          }                 [Signed by]
DOUGLAS HARRISON                             }                 James Cowderoy
in the presence of:-                         }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above




Occupation

Signed as a Deed by                          }                 [Signed by]
NIGEL HARRISON                               }                 James Cowderoy
in the presence of:-                         }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above



Occupation

Signed as a Deed by                          }                 [Signed by]
GERALD HARRISON                              }                 James Cowderoy
in the presence of:-                         }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above




Occupation



                                      110
<PAGE>

Signed as a Deed by                         }                 [Signed by]
KENNETH MACDONALD                           }                 K. MacDonald
in the presence of:-                        }

Witness: Name     Richard Masters


Address           70 Wellington Street
                  Glasgow


Occupation

Signed as a Deed by                         }                 [Signed by]
MARY MACDONALD                              }                 K. MacDonald
in the presence of:-                        }                 [as Attorney]

Witness: Name     Richard Masters


Address           as above




Occupation

Signed as a Deed by                         }                 [Signed by]
DAVID GEORGE BAIRD                          }                 David G. Baird
in the presence of:-                        }

Witness: Name     Richard Masters


Address           as above




Occupation

Signed as a Deed by                         }                 [Signed by]
ALISON BAIRD                                }                 David G. Baird
in the presence of:-                        }                 [as Attorney]

Witness: Name     Richard Masters


Address           as above




Occupation



                                      111
<PAGE>

Signed as a Deed by                         }                 [Signed by]
WILLIAM BRIGGS LAUCHLAN                     }                 W.B. Lauchlan
in the presence of:-                        }

Witness: Name     Shuna Stirling


Address           as above


Occupation        as above

Signed as a Deed by                         }                 [Signed by]
INGE LAUCHLAN                               }                 W.B. Lauchlan
in the presence of:-                        }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above



Occupation        as above

Signed as a Deed by                         }                 [Signed by]
KENNETH CADENHEAD                           }                 David G. Baird
in the presence of:-                        }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above



Occupation        as above

Signed as a Deed by                         }                 [Signed by]
LESLEY CADENHEAD                            }                 David G. Baird
in the presence of:-                        }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above



Occupation        as  above




                                      112
<PAGE>

Executed as a Deed by
3i GROUP PLC
acting by


[Signed by] G. McGregor
Director


 ............................................... Witness: Shuna Stirling
Director/Secretary                              70 Wellington Street
                                                Glasgow
                                                Solicitor




Executed as a Deed by
SEACOR SMIT INC
acting by

John M. Gellert
Vice President




                                      113