Exhibit 10.4



                        DATED THIS 26TH DAY OF JULY 2000

   (1) THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN COLUMN 1 OF PART 1
                                  OF SCHEDULE 1


       (2) THE PERSONS WHERE NAMES AND ADDRESSES ARE SET OUT IN PART 2 OF
                                   SCHEDULE 1


                        (3) UNITED WASTE IRELAND LIMITED

                            (4) THERMO TERRATECH INC.





                   AGREEMENT FOR THE SALE AND PURCHASE OF THE
                   WHOLE OF THE ISSUED SHARE CAPITAL OF GREEN
                            SUNRISE HOLDINGS LIMITED






                                BCM HANBY WALLACE
                                   Solicitors

                                  1 High Street
                                    Dublin 8
                              Tel: + 353 1 6056900
                              Fax: + 353 1 6056966
                                  DX 18 DUBLIN
                         Email: info@bcmhanbywallace.com
                             www.bcmhanbywallace.com



<PAGE>



              THIS AGREEMENT is made on 26th July 2000 BETWEEN

(1)  THE PERSONS  WHOSE NAMES AND ADDRESSES ARE SET OUT IN Column 1 of Part 1 of
     Schedule 1 (together the "Vendors" and each a "Vendor") AND

(2)  THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN Part 2 of Schedule 1.
AND

(3)  UNITED  WASTE  IRELAND  LIMITED  a company  incorporated  under the laws of
     Ireland having its registered office at 33 Elm Road, Donnycarney,  Dublin 9
     (hereinafter called the "Purchaser")

(4)  THERMO TERRATECH INC. a company incorporated under the laws of the State of
     Delaware,  having its  principal  office at 81 Wynor  Street,  Waltham,  MA
     02454, USA.

WHEREAS:-

A.   Green Sunrise Holdings Limited (the "Company") is a private limited company
     incorporated  in Ireland under the Company Acts  1963-1999 on 16th February
     1996  under  registration  number  241574  with its  registered  office  at
     Murphystown Road, Sandyford, Co. Dublin

B.   The Company has an  authorised  share capital of  IR(pound)100,000  divided
     into 100,000  Ordinary  Shares of IR(pound)1  each of which 32,105 Ordinary
     Shares are issued credited as fully paid up.

C.   The Vendors are the  beneficial  owners of all of the issued  shares in the
     Company,  in the  proportions  set out in Column 2 of Part 1 of Schedule 1,
     which  they  have  agreed to sell and which  the  Purchaser  has  agreed to
     purchase on the terms and subject to the conditions of this Agreement.

D.   The  Vendors  and  the  Warrantors  (as  hereinafter   defined)  have  made
     representations  to  the  Purchaser  in  the  terms,  inter  alia,  of  the
     representations, warranties and undertakings set out in Schedule 2 with the
     intention  that  the  Purchaser  should  rely  upon  such  representations,
     undertakings and warranties in entering into this Agreement.

NOW  IT IS HEREBY AGREED as follows:-

1.    Interpretation

1.1  Definitions

     In  this  Agreement  and in the  Schedules  unless  the  context  otherwise
     requires or unless otherwise specified:-  "Accounts" means the consolidated
     audited  balance  sheet of the  Companies as at the  Accounts  Date and the
     audited profit and loss account of the Companies for the accounting  period
     ended on the Accounts Date and all notes thereto and the directors'  report
     and  auditors'  report  and all  other  documents  and  statements  annexed
     thereto, copies of which are annexed as Annexure A;


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     "Accounts Date" means 31 December 1999;

     "ACT" means advance corporation tax;

     "Business"  means the respective  businesses of the Companies as carried on
     at Completion;

     "Business  Day"  means a day  (other  than a  Saturday  or Sunday) on which
     clearing banks are generally open for business in Ireland;

     "the Clancy  Supplemental  Agreement" means the  supplemental  agreement of
     even date  herewith  to be  entered  into upon  signing  of this  Agreement
     between Mr Seamus Clancy and the Purchaser.

     "Collateral Agreements" means the Greenstar Purchase Agreement, the Service
     Agreements, the Deed of Tax Covenant;

     "Companies"  means the  Company  and each of  Greenstar  Products  Limited,
     Scaffco IPR Limited,  Pipe & Drain  Services  Limited,  A Autorod  Limited,
     Greenstar  Recycling  Limited,  Green Sunrise Industries  Limited,  Dempsey
     Drums Limited, Watco Ireland Limited, Ecotechniek Ireland Limited);

     "Companies  Acts" means the Companies Acts, 1963 to 1999 and all orders and
     regulations  made  thereunder or made under the European  Communities  Act,
     1972 and intended to be construed as one with the Companies  Acts,  1963 to
     1999;

     "Completion"  means  completion  of the  matters  relating  to the sale and
     purchase of the Shares hereunder pursuant to clause 5;

     "Completion Date" means 26 July 2000;

     "Confidential  Information"  means all information not in the public domain
     used in or otherwise  relating to the  organisation,  business,  personnel,
     suppliers,  customers,  financial or other affairs of each of the Companies
     including information relating to:-

     (i)  the marketing of any products or services including customer names and
          lists  and any  other  details  of  customers,  sales  targets,  sales
          statistics,  market share statistics,  prices, market research reports
          and surveys, and advertising or other promotional materials; and

     (ii) future  projects,   business   development  or  planning,   commercial
          relationships and negotiations;

     "Connected  Person"  in  relation  to a  person  means  any  person  who is
     connected with that person by virtue of Section 10 of the TCA;

     "Consideration" means the total purchase consideration  specified in clause
     3.1 by reference to the  Supplemental  Agreements  as being payable for the
     Shares by the Purchaser;

     "Continuing Directors" means Seamus Clancy and Paul Dempsey;

     "Deed of Tax Covenant" means the deed of tax covenant to be entered into on
     Completion,  in  accordance  with  the  terms  of  this  Agreement,  by the
     Warrantors, and the Purchaser in the form set out in Schedule 3;


<PAGE>

     "Dempsey Supplemental  Agreement" means the supplemental  agreement of even
     date herewith to be entered into upon signing of this Agreement  between Mr
     Paul Dempsey and the Purchaser.

     "Directors"  means the  several  persons,  being all the  directors  of the
     Company at the date hereof,  whose names and  addresses are set out as such
     in Part 1 of Schedule 4;

     "Disclosure  Letter"  means  the  letter  and its  annexures  of even  date
     herewith  from  the  Warrantors  to the  Purchaser  disclosing  information
     constituting exceptions to the Warranties;

     "Encumbrance" means:-

     (i)  any  adverse  claim or right or third  party  right or other  right or
          interest;

     (ii) any equity;

     (iii)any  option or right of  pre-emption  or right to  acquire or right to
          restrict;

     (iv) any  mortgage,  charge,  assignment,   hypothecation,   pledge,  lien,
          encumbrance or security interest or arrangement of whatsoever nature;

     (v)  any reservation-of-title; or

     (vi) any hire purchase, lease or instalment purchase agreement;

     "Environmental  Reports"  means  the  reports  investigating  environmental
     matters  relating to the sites  occupied by Dempsey  Drums Limited at Oriel
     Street, Dublin disclosed in the Disclosure Letter.

     "Environmental Warranty" means Warranty 21 set out in Part 2 of Schedule 2.

     "Executives" means Mr. Seamus Clancy and Mr. Paul Dempsey.

     "Greenstar  Products Limited" means Greenstar  Products Limited  registered
     number 217630.

     "Greenstar  Purchase  Agreement"  a share  purchase  agreement of even date
     between the Persons whose names and addresses are set out in Schedule 1 and
     the Purchaser  relating to the  acquisition  of the entire issued  ordinary
     share capital of Greenstar Products Limited;

     "Group Companies" means the Companies including Greenstar Products Limited;

     "Group Company" means any one of the Group Companies;

     "Intellectual  Property" means any and all patents,  registered trademarks,
     registered  designs,  applications  for  any of the  foregoing,  trade  and
     business names,  unregistered  trademarks,  logos, know-how, trade secrets,
     copyrights,  rights in  designs,  inventions,  rights  under  licences  and
     consents in relation to any such rights,  and rights of the same or similar
     effect or nature, together with all goodwill attaching or relating thereto,
     in  any  part  of the  world  (whether  or not  capable  of  protection  by
     registration);


<PAGE>

     "Management  Accounts"  means the  unaudited  balance  sheet of the Company
     incorporating  management  accounts  for  each of the  Companies  as at the
     Management  Accounts Date and the unaudited  profit and loss account of the
     Company  and  Greenstar  Products  Limited  for  the  period  ended  on the
     Management Accounts Date, copies of which are annexed as Annexure B;

     "Management Accounts Date" means 30 June 2000

     "PDQ Supplemental  Agreement" means the supplemental agreement of even date
     herewith  to be entered  into upon  signing of this  Agreement  between PDQ
     Consultants Limited and the Purchaser.

     "Pension  Schemes" means all existing  pension schemes of or operated by or
     in relation to the Companies  full  particulars of which are set out in the
     Disclosure Letter;

     "Pounds", "IR(pound)" and "(pound)" means the lawful currency of Ireland;

     "Properties"  means the properties of the  companies,  particulars of which
     are set out in [Schedule [ ] of the Disclosure Letter];

     "Purchaser's Solicitors" means BCM Hanby Wallace, 1 High Street, Dublin 8.

     "Service Agreements" means the contracts of employment in the agreed form;

     "Shares"  means the  [32,105]  Ordinary  Shares of  IR(pound)1  each in the
     capital of the Company beneficially owned by the Vendors in the proportions
     set  out  in  Column  2 of  Part 1 of  Schedule  1 to be  purchased  by the
     Purchaser hereunder;

     "Subsidiary  Shares"  means the shares  beneficially  owned by the  persons
     named in Part 3 of Schedule 1 to be purchased by the Purchaser hereunder;

     "Supplemental  Agreements"  means the Clancy  Supplemental  Agreement,  the
     Dempsey  Supplemental  Agreement,  the PDQ  Supplemental  Agreement and the
     Thermo Supplemental Agreement.

     "Tax" or "Taxation"  means within  Ireland,  income tax,  corporation  tax,
     advance  corporation  tax,  capital gains tax,  capital  acquisitions  tax,
     inheritance tax, capital transfer tax, deposit interest retention tax, gift
     tax, value added tax,  dividend  withholding  tax,  probate tax, sales tax,
     customs  and other  import and  export  duties,  excise  tax,  wealth  tax,
     property tax,  residential  property tax, vehicle  registration tax, rates,
     pay-related social insurance pay as you earn tax,  withholding tax (whether
     in respect of any  payments or  otherwise),  and any other  taxes,  levies,
     duties,  charges,  surcharges,  imposts or withholdings  corresponding  to,
     similar to, replaced by or replacing any of them, together with all and any
     penalties,  interest,  fines and charges  relating to any of them or to any
     failure to file any return required for the purposes of any of them;

     "TCA" means the Taxes Consolidation Act, 1997;

     "Thermo" means Thermo Eurotech Ireland Limited;

     "Thermo  Supplemental  Agreement" means the supplemental  agreement of even
     date  herewith to be entered  into upon signing of this  Agreement  between
     Thermo Eurotech Ireland Limited and the Purchaser.

     "Vendors'  Solicitors" means Matheson Ormsby Prentice Solicitors in respect
     of PDQ Consultants Limited, Seamus Clancy and Paul Dempsey, and William Fry
     Solicitors in respect of Thermo Eurotech Ireland Limited;


<PAGE>

     "Warranties" means the representations, warranties and undertakings set out
     in Part 1 and Part 2 of Schedule 2; and

     "Warrantors"  means the Vendors and each of the other  persons  where names
     and addresses are set out in Part 2 of Schedule 1.

1.2   Interpretation Generally

     In this  Agreement  and in the  Schedules,  unless  the  context  otherwise
     requires or unless otherwise specified:-

     1.2.1        any reference to any  statute,  statutory  provision or to any
                  order or regulation  shall  be  construed  as  a  reference to
                  that   statute,  provision, order  or  regulation as extended,
                  modified or replaced from time to  time   before  the  date of
                  this  Agreement  and  all  statutory instruments,  regulations
                  and  orders  from  time  to  time made thereunder or  deriving
                  validity therefrom (before the date of this Agreement);

      1.2.2       words  denoting  any  gender  include  all  genders  and words
                  denoting the singular include the plural and vice versa;

      1.2.3       all references to recitals, clauses, paragraphs, schedules and
                  annexures  are to recitals in,  clauses and  paragraphs of and
                  schedules and annexures to this Agreement;

      1.2.4       headings  are  for  convenience  only and shall not affect the
                  interpretation of this Agreement;

      1.2.5       words such as "hereunder", "hereto", "hereof" and "herein" and
                  other words  commencing  with "here"  shall unless the context
                  clearly  indicates to the contrary  refer to the whole of this
                  Agreement  and  not  to  any  particular  section,  clause  or
                  paragraph hereof;

      1.2.6       in  construing  this  Agreement  general  words  introduced by
                  the word "other" shall  not  be given a restrictive meaning by
                  reason of  the fact that they are preceded by words indicating
                  a  particular  class  of  acts, matters  or things and general
                  words shall not be  given a  restrictive meaning  by reason of
                  the  fact  that  they  are  followed  by  particular  examples
                  intended  to  be  embraced  by  the  general  words  and  any
                  reference  to  the  word  "include"  or  "including"  is to be
                  construed without limitation;

      1.2.7       any reference to  "Agreement"  or any other document or to any
                  specified provision of this Agreement or any other document is
                  to this Agreement, that document or that provision as in force
                  for  the  time  being  and as  amended  from  time  to time in
                  accordance with the terms of this Agreement or that document;

      1.2.8       any reference to a person shall be construed as a reference to
                  any individual, firm, company, corporation,  government, state
                  or  agency  of a  state  or  any  association  or  partnership
                  (whether or not having  separate legal  personality) of two or
                  more of the foregoing;

      1.2.9       any  reference  to a  person includes his successors, personal
                  representatives and permitted assigns;

      1.2.10      any  reference to a breach of any of the  Warranties  shall be
                  construed  as  including  reference to any matter not being in
                  all respects as  represented  by the  Warranties and to any of
                  the Warranties being inaccurate or untrue or misleading in any
                  respect;


<PAGE>

      1.2.11      any statement, representation, warranty or undertaking in this
                  Agreement or the  Disclosure Letter which is qualified  by the
                  expression  "to  the  best of  the  knowledge, information and
                  belief  of  the  Warrantors" or "so far as  the Warrantors are
                  aware" or any similar expression shall be  deemed to include a
                  warranty  given   severally by  the   Warrantors   that  such
                  statement,  representation,  warranty  or undertaking has been
                  made and any  information known or which after such reasonable
                  enquiry having regard to the subject matter of the warranty in
                  question enquiry would have been known by any of the Companies
                  or its board of directors shall be deemed to  be  known by the
                  Warrantors;

      1.2.12      "writing" or  any  similar expression includes transmission by
                  facsimile;

      1.2.13      any  reference to a document  being in the "agreed form" means
                  in relation to that document The draft of that document  which
                  has been initialled by each of the Vendors' Solicitors and the
                  Purchaser's Solicitors by way of identification;

      1.2.14      if any  action or duty to be taken or  performed  under any of
                  the  provisions  of this  Agreement  would fall to be taken or
                  performed  on a day which is not a Business Day such action or
                  duty  shall be taken or  performed  on the  Business  Day next
                  following such day;

      1.2.15      all references to time are references to Irish time; and

      1.2.16      for the avoidance of doubt,  any reference to Ireland does not
                  include Northern Ireland.

1.3   The parties have  participated  jointly in the negotiating and drafting of
      this  Agreement.  In the  event an  ambiguity  or  question  of  intent or
      interpretation  arises this  Agreement  shall be  construed  as if drafted
      jointly by the parties and no  presumption  or burden of proof shall arise
      favouring or disfavouring  any party by virtue of the authorship of any of
      the provisions of this Agreement.

1.4   Schedules

      The contents of the Schedules  form an integral part of this Agreement and
      shall have as full effect as if they were incorporated in the body of this
      Agreement and the expressions "this Agreement" and "the Agreement" as used
      in any of the  Schedules  shall mean this  Agreement  and any reference to
      "this Agreement" shall be deemed to include the Schedules.

1.5   Liability

      All representations,  warranties, covenants, undertakings,  agreements and
      obligations  given or entered into by the Vendors  hereunder  are given or
      entered  into  severally  but not jointly and the act or default of any of
      the Vendors  shall be deemed to be the act or default (as the case may be)
      of all of the Vendors.

1.6   Warranties

      Unless the context otherwise requires or unless otherwise  specified,  for
      the  purpose  of  construction  of the  Warranties,  insofar as any of the
      Companies  carry  on any  part  of  their  respective  businesses  outside
      Ireland,  the references to any statutory  provision enacted or accounting
      principles  applying in Ireland  shall be deemed to include  references to
      any  corresponding  or equivalent  provision in the local  legislation  in
      force or generally accepted  accounting  principles  applying where any of
      the Companies so carry on business and the references to any  governmental
      or  administrative  authority or agency shall  include  references  to the
      equivalent local government or administrative authority or agency.

<PAGE>

2.    Sale and Purchase of the Shares

2.1   On the terms and subject to the conditions of this Agreement,  the Vendors
      as beneficial  owners hereby agree to sell or procure to be sold,  and the
      Purchaser, in reliance upon, inter alia, the Warranties,  hereby agrees to
      purchase at Completion, the Shares free from all Encumbrances and with the
      benefit of all rights of  whatsoever  nature  attaching or accruing to the
      Shares including all rights to any dividends and  distributions  declared,
      paid or  made in  respect  of the  Shares  on or  after  the  date of this
      Agreement.

2.2   The Purchaser  shall not be obliged to complete the purchase of any of the
      Shares  unless the  purchase of all the Shares and the  purchase of all of
      the shares the sale of which is  contemplated  in the  Greenstar  Products
      Agreement is completed simultaneously in accordance with the provisions of
      this Agreement and the Greenstar Products Agreement and in accordance with
      each of the Supplemental Agreements.

2.3   The persons named in part 3 of Schedule 1 as holding the Subsidiary Shares
      shall on Completion  transfer free from any  encumbrance  to the Purchaser
      the Subsidiary  Shares with the benefit of all rights of whatsoever nature
      attaching or accruing to theSubsidiary  Shares including all rights to any
      dividends on distributions  declared paid or made in respect of the Shares
      on or after the date of this Agreement.

2.4   Each of the Vendors hereby waives any and all pre-emption  rights which he
      may have in relation to the sale of any of the Shares or Subsidiary Shares
      to  the  Purchaser   hereunder  whether  arising  under  the  articles  of
      association of the Company or otherwise.

3.    Purchase Consideration

3.1   The purchase consideration for the purchase of the Shares shall be payable
      by the  Purchaser  to the Vendors  subject to and in  accordance  with the
      terms of each of the Supplemental Agreements.

3.2   The Consideration shall be reduced or shall be deemed to have been reduced
      by the amount, if any, paid to the Purchaser or the Company under the Deed
      of Tax Covenant or in respect of any claim by the  Purchaser for breach of
      any of the  Warranties  or terms  of this  Agreement  or the  Supplemental
      Agreements or the Collateral Agreements.

3.3   Each  of the  parties  to  each  of  the  Supplemental  Agreements  hereby
      acknowledge that the terms of each  Supplemental  Agreement is private and
      confidential  as  between  the  respective  parties  thereto  and  further
      acknowledges   and  confirms  that  the  terms   contained  in  each  such
      Supplemental  Agreement may and do differ from the terms  contained in any
      other  Supplemental  Agreement  and  each of the  parties  other  than the
      Purchaser  hereby  waives any and all claims  each or any of them may have
      whether against each other or the Purchaser arising directly or indirectly
      from the fact that the terms contained in any  Supplemental  Agreement are
      not identical to the terms of any other Supplemental Agreement.


<PAGE>

3.4   The  consideration   payable  on  Completion  to  the  Purchaser  for  the
      Subsidiary Shares shall in aggregate be the sum of IR(pound)1.

4.    Completion

4.1   Subject to the provisions of clause 4, Completion of the sale and purchase
      of the  Shares  shall  take  place  at  the  offices  of  the  Purchaser's
      Solicitors on the Completion Date and at Completion the Vendors shall:-

      4.1.1       where any of the Vendors is a corporate  body,  deliver to the
                  Purchaser evidence,  to the Purchaser's  satisfaction,  of the
                  authority of any person or persons  executing or attesting the
                  execution  of this  Agreement  and any other  document  on its
                  behalf to do so;

      4.1.2       deliver to the  Purchaser  and/or its nominees  duly  executed
                  share  transfers  in respect of the Shares  together  with the
                  relevant   certificates   (or,   in  the  case  of  any  share
                  certificates  found to be  missing,  an  indemnity,  in a form
                  satisfactory to the Purchaser);

      4.1.3       deliver to the Purchaser, in a form satisfactory to it, powers
                  of attorney  executed under seal by the registered  holders of
                  the Shares  conferring  on the Purchaser or such person as may
                  be  nominated  by it the  entitlement  to exercise  all rights
                  exercisable by the registered holders thereof;

      4.1.4       deliver  to the  Purchaser  such  waivers or  consents  as are
                  necessary  to enable the  Purchaser  and/or its nominees to be
                  registered as the holders of the Shares;

      4.1.5       deliver to  the Purchaser in relation to each of the Companies
                  the  statutory books, records and registers (complete and duly
                  written  up-to-date), the  common seals,  the  certificates of
                  incorporation, any  certificates of incorporation on change of
                  name  and  all  documents,  contracts,  licences,  agreements,
                  insurance  policies, records, papers, correspondence files and
                  books of trading and account of each of the Companies;

      4.1.6       procure  that all of the  Directors (other than the Continuing
                  Directors)  resign from  their directorships in and offices of
                  profit  under and  employment with the Company  and deliver to
                  the Purchaser their written resignations under seal containing
                  an acknowledgement that each  has  no claim against any of the
                  Companies in  respect of  breach of contract, compensation for
                  loss of office or otherwise howsoever arising;
      4.1.7       deliver to the  Purchaser a letter of  resignation  under seal
                  from the  secretaries  of each of the Companies  containing an
                  acknowledgement  that they have no claim  against any relevant
                  company  in respect of breach of  contract,  compensation  for
                  loss of office or otherwise howsoever arising;
      4.1.8       discharge or procure the  discharge of all monies owing to any
                  of the Companies  (whether then due for payment or not) by the
                  Vendors or the Directors or by any of them or by any Connected
                  Person  of any of them and the  Companies  shall  procure  the
                  discharge of any monies owed to the Vendors;

      4.1.9       procure the release of any and all  guarantees or  indemnities
                  or security  given by any of the Companies for or on behalf of
                  the  Vendors  or  the  Directors  other  than  the  Continuing
                  Directors  or any of them or any  Connected  Person  of any of
                  them or any other person;

      4.1.10      deliver to the Purchaser the  title  deeds relating to each of
                  the Properties and all ancillary documentation thereto;


<PAGE>

      4.1.11      deliver to the Purchaser  evidence,  in a form satisfactory to
                  the  Purchaser,  of the release of each of the Companies  from
                  all  Encumbrances  created or given by any of them or to which
                  any of its assets is subject;

      4.1.12      deliver to the  Purchaser  an executed  copy of the  Greenstar
                  Purchase   Agreement   and  any  other   ancillary   documents
                  contemplated in this Agreement.

      4.1.13      deliver  to  the  Purchaser  the  Deed  of  Tax  Covenant duly
                  executed by the parties thereto;

      4.1.14      deliver   to   the   Purchaser  the  Service  Agreements  duly
                  executed by the parties thereto;

      4.1.15      deliver to the  Purchaser  copies of all bank mandates of each
                  of the Companies  together  with copies of bank  statements in
                  relation to all bank  accounts  as at a date not earlier  than
                  one day prior to the Completion Date;
      4.1.16      deliver  to the  Purchaser  appropriate  forms  to  amend  any
                  mandates  given  by  the  Company  to  its  bankers  or  other
                  financial institutions;

      4.1.17      procure  that a  meeting  of the  board  of  directors  of the
                  Company and each of the  Companies as  appropriate  is held at
                  which,  inter  alia:- (a) the share  transfers  referred to in
                  clause 4.1.2
                        are approved (subject only to stamping);

                  (b)   such persons as the Purchaser may nominate are appointed
                        as  directors,  and secretary of the Company and each of
                        the Companies with immediate effect;

                  (c)   all existing mandates for the operation of bank accounts
                        of the Company and each of the Companies are revoked and
                        new mandates are approved and adopted  giving  authority
                        to such persons as the Purchaser may nominate;

                  (d)   the resignations referred to above are accepted;

                  (e)   the Company approves and authorises the execution of the
                      Deed of Tax Covenant and of the Service Agreements;

4.2   On Completion the Purchaser shall pay the Consideration.  Payment shall be
      made to Matheson Ormsby Prentice  Solicitors in respect of PDQ Consultants
      Limited, Mr Paul Dempsey and Mr Seamus Clancy and directly to the ABN Amro
      account  nominated by Thermo Eurotech  Ireland Limited for their shares of
      the   consideration   (in  accordance  with  the  terms  of  each  of  the
      Supplemental  Agreements  or in such  other  manner  as may be  agreed  in
      writing  between  the  parties  hereto,  and the  receipt by the  Vendors'
      Solicitors or their bankers (as appropriate) of the Consideration shall be
      an absolute discharge to the Purchaser.

5.    Warranties

5.1   In consideration of, and as an inducement to, the Purchaser  entering into
      this Agreement the Warrantors hereby warrant to the Purchaser that each of
      the  Warranties set out in Part 1 of Schedule 2 is at the date hereof true
      and accurate in all material respects and not misleading

5.2   In consideration of, and as an inducement to, the Purchaser  entering into
      this  Agreement  the  Warrantors  hereby  warrant to the  Purchaser  that,
      subject  to  clause  7.3,  each  of the  Warranties  set  out in Part 2 of
      Schedule  2 is at the  date  hereof  true  and  accurate  in all  material
      respects and not misleading in any material respect.


<PAGE>

5.3   The  Warranties  contained  in Part 2 of Schedule 2 shall be  qualified by
      reference to those matters fairly  disclosed in the Disclosure  Letter and
      not otherwise.

5.4   The parties acknowledge that the Purchaser is entering into this Agreement
      in reliance  on,  inter alia,  the  Warranties  and  furthermore  that the
      Purchaser  has entered into this  Agreement  with the  intention  that the
      business of each of the  Companies  shall or may be  continued  as a going
      concern  on the  basis  that the  Warranties  are true,  accurate  and not
      misleading in any material respect.

5.5   Each of the Warranties  shall be construed as separate and independent and
      save as otherwise  expressly provided shall not be limited by reference to
      any other warranty,  clause, sub-clause,  paragraph,  sub-paragraph or any
      provision in this Agreement or the Schedules.

5.6   Subject to clause  5.3, no  information  of which the  Purchaser  may have
      knowledge (whether actual, constructive or imputed) shall qualify or shall
      be deemed to qualify any of the  Warranties  or prejudice any claim by the
      Purchaser under the Warranties or operate to reduce any amount recoverable
      by the  Purchaser  in  respect  of any  breach  of any of the  Warranties.
      Without  prejudice  to the  foregoing,  the  rights  and  remedies  of the
      Purchaser  in  respect  of the  Warranties  shall not be  affected  by any
      investigation  made by or on behalf of the  Purchaser  into the affairs of
      the Company.

5.7   None  of  the  information  supplied  by any of  the  Companies  or  their
      respective officers, employees, agents, representatives or advisers to the
      Vendors or their officers, employees, agents,  representatives or advisers
      prior to the date of this Agreement in connection with the Warranties, the
      contents of the Disclosure  Letter,  the Deed of Tax Covenant or otherwise
      in  relation  to the  business  or affairs of any of the  Companies  shall
      constitute  or be deemed a  representation,  warranty or  guarantee of its
      accuracy by any of the  Companies  to the  Vendors and the Vendors  hereby
      waive any claims against each and all of the Companies or their respective
      officers, employees, agents,  representatives or advisers which they might
      otherwise have in respect of the same.

5.8   The  Warrantors  shall  not be liable in  respect  of any claim  under the
      Warranties or the Deed of Tax Covenant unless it shall have been made:-

      (a)   (in the case of claims under the  Warranties set out in paragraph 23
            of Part 2 of Schedule 2 (tax warranties) or the Deed of Tax Covenant
            on or before the expiry of 5 (five) years from and including the end
            of the accounting period of the Company current at Completion; or

      (b)   (in the case of all other  Warranties  other than as  aforesaid  and
            other than the Environmental  Warranties) on or before the expiry of
            1 (one) years from Completion; or

      (c)   in the case of the Environmental Warranties on or before the period
            of 3 (three) years from Completion.

5.9   Notwithstanding  any other provision of this Agreement,  no limitations of
      any kind  whatsoever  shall apply to any claim made hereunder  against the
      Vendors or any of them where  such  claim  relates to any of the  Vendors'
      title to the  Shares or when it can be proved  that such claim is based on
      any  dishonest or fraudulent  act or dishonest or  fraudulent  omission or
      fraudulent or reckless misrepresentation or reckless or wilful concealment
      of or by any of the Vendors.


<PAGE>

5.10  The  Warranties  and the  Deed of Tax  Covenant  shall be  subject  to the
      limitations set out at Schedule 9.

6.    Restrictive Covenants

6.1   In further consideration of, and as a further inducement to, the Purchaser
      entering  into this  Agreement  and for the  purpose  of  assuring  to the
      Purchaser  the full  benefit of the  Business  and goodwill of each of the
      Companies, each of the Vendors hereby covenants with and undertakes to the
      Purchaser (for the benefit of the Purchaser and as trustee for the benefit
      of each of the Companies and their  respective  successors in title to the
      Business) that:-

      6.1.1       he shall not during the period  commencing on  Completion  and
                  expiring  eighteen  months  after  Completion  either alone or
                  jointly or in conjunction  with or on behalf of or through the
                  agency of any person and whether as principal, agent, partner,
                  shareholder,  holding  company,  director,  manager,  adviser,
                  consultant,   employee  or  otherwise  howsoever  and  whether
                  directly or indirectly:-

          (a)  carry on or  participate  or assist or be engaged or concerned or
               interested   (except  as  the  holder  or  beneficial  owner  for
               investment purposes of not more than 5(five)% in nominal value of
               any  class  of  securities  listed  or  dealt  in on a  generally
               recognised  stock  exchange) in any business in Europe  currently
               carried on by any of the Companies  which  competes with any part
               of the Business;

          (b)  in relation to or in  connection  with any business  which may in
               any  way be in  competition  with  any  substantial  part  of the
               Business,  procure or seek to procure  orders from or do business
               with or  procure  directly  or  indirectly  any  other  person to
               procure  orders  from or do  business  with any  person who is at
               Completion  or who has been at any time  during  the  period of 1
               (one) year immediately  preceding Completion a customer of any of
               the Companies;

          (c)  interfere  or  seek  to  interfere  or  take  such  steps  as may
               interfere  with  the  continuance  of  supplies  to  any  of  the
               Companies  (or the  terms  relating  to such  supplies)  from any
               suppliers  who are at  Completion  or who  have  been at any time
               during  the  period  of  eighteen  months  immediately  preceding
               Completion supplying materials,  components,  products,  goods or
               services to any of the Companies;

          (d)  solicit or entice away or offer  employment  to or  endeavour  to
               solicit or entice away or offer  employment  to any person  being
               then an employee of the Company or any of the  Companies  and who
               was at the date  hereof or who  hereafter  becomes  an  employee,
               officer or manager of any of the Companies or any of them whether
               or not such person would commit a breach of contract by reason of
               leaving the employment, office or service of such company; or

          (e)  enter into partnership with or appoint as a consultant or adviser
               any person who is at the date hereof or who hereafter  becomes an
               employee,  officer, manager or representative of or consultant or
               adviser to any of the Companies;


<PAGE>

      The  provisions  of this Clause  6.1.1 shall not in any way be affected by
      the cessation of employment of any of the Executives with any of the Group
      Companies.

      6.1.2       he shall  not at any  time  after  Completion  use or adopt or
                  purport  to use or adopt he name of any of the  Companies  for
                  any purpose save in  furtherance  of his duties as an employee
                  of the Company or do or say  anything  which is harmful to the
                  reputation of the Company;

      6.1.3       he shall not at any time  after Completion save in furtherance
                  of  his  duties as an employee  of the Company either alone or
                  jointly or in  conjunction  with or on behalf of or though the
                  agency of any person and whether as principal, agent, partner,
                  shareholder, director, manager,  adviser, consultant, employee
                  or otherwise howsoever and  whether directly or indirectly use
                  or procure the use, in  connection  with  any business, of any
                  name  or  any trade name used or owned by any of the Companies
                  on  Completion  or  any  part or  combination or abbreviations
                  thereof  likely  to  be confused therewith or any Intellectual
                  Property  owned  or  exclusively entitled to be used by any of
                  the Companies; and

      6.1.4       he shall not at any time after Completion disclose or cause to
                  be disclosed to any person or use for  his own purposes or for
                  any purpose other than those of the Companies any Confidential
                  Information or any information in relation to which any of the
                  Companies is bound by an  obligation  of confidence to a third
                  party  and  he  shall  use  his best endeavours to prevent the
                  publication or disclosure of any such information.

6.2   Each of the Vendors hereby acknowledges and agrees with the Purchaser that
      each of the  undertakings  contained in clause 9.1 constitutes an entirely
      separate, severable, independent and separately enforceable restriction on
      each of the Vendors and that the duration,  extent and  application of the
      respective  restrictions  in clause 9.1 are no greater than is  reasonable
      and  necessary  for the  protection  of the  legitimate  interests  of the
      Purchaser and each of the Companies but that if any such restriction shall
      be adjudged by any court or  regulatory  authority  or agency of competent
      jurisdiction to be void or unenforceable but would be valid if part of the
      wording   thereof  was  deleted  and/or  the  period  thereof  and/or  the
      geographical  area dealt with  thereby was reduced,  the said  restriction
      shall apply within the jurisdiction of that court or regulatory  authority
      or agency with such  modifications  as may be  necessary to make it valid,
      effective and enforceable.

7.    Survival of Obligations

      The  provisions of this  Agreement  which shall not have been performed on
      Completion   shall  remain  in  full  force  and  effect   notwithstanding
      Completion.

8.    Binding on Successors

      This  Agreement  shall be  binding  upon and enure to the  benefit  of the
      respective parties hereto and their respective  personal  representatives,
      successors and permitted assigns.

9.    Waiver, Release and Remedies

9.1   A waiver by the  Purchaser of any breach by any party hereto of any of the
      terms,  provisions or conditions of this Agreement or the  acquiescence of
      the Purchaser in any act (whether  commission  or omission)  which but for
      such  acquiescence  would be a breach as aforesaid  shall not constitute a
      general waiver of such term,  provision or condition or an acquiescence to
      any subsequent act contrary thereto.


<PAGE>

9.2   Any  remedy  or right  conferred  upon the  Purchaser  for  breach of this
      Agreement  shall be in  addition  to and  without  prejudice  to all other
      rights and remedies  available to it whether pursuant to this Agreement or
      provided for by law.

9.3   No failure or delay by the  Purchaser  in  exercising  any claim,  remedy,
      right,  power or privilege  under this Agreement shall operate as a waiver
      nor shall a single or partial exercise of any claim, remedy,  right, power
      or  privilege  preclude  any further  exercise  thereof or exercise of any
      other claim, right, power or privilege.

9.4   Any liability of any party hereto to the Purchaser under the provisions of
      this  Agreement  may in whole or in part be released,  varied,  postponed,
      compounded or compromised  by the Purchaser in its absolute  discretion as
      regards such party without in any way  prejudicing or affecting its rights
      against any other party hereto under the same or a like liability  whether
      joint and several or  otherwise.  Should any  provision of this  Agreement
      transpire not to be enforceable  against any of the parties  hereto,  such
      non-enforceability  shall not render such provision  unenforceable against
      any other party hereto.

10.   Counterparts

      This  Agreement may be executed in any number of  counterparts  and by the
      different  parties  hereto on  separate  counterparts  each of which  when
      executed  and  delivered  shall   constitute  an  original  and  all  such
      counterparts together constituting but one and the same instrument.

11.   Assignment

      This  Agreement  shall not be  assignable in whole or in part by any party
      hereto  save with the prior  written  consent  of the other  save that the
      Purchaser  shall be  entitled  to  assign  in whole or in part its  rights
      pursuant to this  Agreement to any direct or indirect  subsidiary (as such
      term  is  defined  in  Section  155 of the  Companies  Act,  1963)  of the
      Purchaser's ultimate holding company.

12.   Notices

      12.1 Any  notice  or other  communication  to any  party  hereto  (whether
      required  or  permitted  to be given  under  or in  connection  with  this
      Agreement or the Deed of Tax  Covenant)  shall be in writing and shall (at
      the option of the party giving the notice) be:-

      12.1.1      delivered by hand;

      12.1.2      sent by facsimile; or

      12.1.3      sent by prepaid post

                  to the  address,  in the case of any of the  Vendors,  set out
                  under his name in Column 1 of Part 1 of  Schedule 1 or, in the
                  case of the Purchaser, set out below, or to such other address
                  or  facsimile  number as is from time to time  notified to the
                  party giving the notice in compliance  with the  provisions of
                  this clause 12:-


<PAGE>




      The Purchaser

      Address:    United Waste Ireland Limited
      Facsimile:  353 1 805 8223

      for the urgent attention of the Managing Director.

12.2  Any notice or communication  referred to in clause 16.1 shall be deemed to
      have been served:-

      12.2.1      if delivered by hand, on delivery;

      12.2.2      if sent by  facsimile,  when the  sender's  facsimile  machine
                  issues   confirmation   that  the  relevant  pages  have  been
                  transmitted to the recipient's facsimile machine; and

      12.2.3      if sent by prepaid post, 48 (forty eight) hours after posting.

12.3  Each  person  giving  a notice  or  making a  communication  hereunder  by
      facsimile shall promptly  confirm such notice or  communication by post to
      the person to whom such  notice or  communication  was  addressed  but the
      absence of any such confirmation shall not affect the validity of any such
      notice or  communication  or the time upon which it is deemed to have been
      served.

13.   Variation

      No variation of this Agreement  shall be valid unless it is in writing and
      signed by or on behalf of each of the parties hereto.

14.   Further Assurance and Information

14.1  At the  request of the  Purchaser  from time to time,  each of the Vendors
      shall (and shall  procure that any other  necessary  person  shall) at the
      Purchaser's  cost and expense execute and do all such documents,  acts and
      things as may be required  subsequent  to  Completion  for  assuring to or
      vesting  in the  Purchaser  the  beneficial  ownership  of the  Shares  or
      otherwise  in order to  perfect  the  right,  title  and  interest  of the
      Purchaser to the Shares.

14.2  The Vendors shall at the Purchaser's cost provide or procure the provision
      to the  Purchaser of all  information  in their  possession or under their
      control which the  Purchaser  shall from time to time  reasonably  require
      subsequent  to  Completion  relating  to the  business  and affairs of the
      Companies  and will give,  or procure  to be given to the  Purchaser,  its
      advisers and agents such access to (including the right to take copies of)
      any documents in their  possession or under their control  containing such
      information as the Purchaser may from time to time reasonably require.

15.   Announcement

      No  announcement   or  disclosure   regarding  all  or  any  part  of  the
      transactions  contemplated  by this Agreement  shall be made by any of the
      parties  hereto  without the prior  written  approval of the other parties
      save  for any  such  announcement  as is  required  to be made  under  any
      applicable  law in which  case the  announcement  shall be made only after
      consultation  with the other  parties  and after the other  parties  have,
      where   practicable,   been  given  the   opportunity   to  approve   such
      announcement.


<PAGE>

16.   Whole Agreement and Termination of Prior Agreements

16.1  This  Agreement  and the  Greenstar  Purchase  Agreement  and  each of the
      Supplemental  Agreements and the Collateral  Agreements  contain the whole
      agreement between the parties hereto relating to the transactions provided
      for in this  Agreement and  supersedes  all previous  agreements  (if any)
      between such parties in respect of such matters and each of the parties to
      this Agreement  acknowledge  that in agreeing to enter into this Agreement
      it has not relied on any  representations  or warranties  except for those
      contained in this Agreement;

17.   Severability

      Each of the provisions of this Agreement and the  Supplemental  Agreements
      is separate and severable and  enforceable  accordingly and if at any time
      any  provision  is adjudged by any court of competent  jurisdiction  to be
      void or unenforceable  the validity,  legality and  enforceability  of the
      remaining   provisions   hereof  and  of  that   provision  in  any  other
      jurisdiction shall not in any way be affected or impaired thereby.

18.   Costs

18.1  Each party hereto shall bear any costs,  fees or expenses  incurred by him
      in connection with negotiating, preparing and entering into this Agreement
      the Collateral Agreements and the Supplemental Agreements.

19.   Governing Law  and Jurisdiction

      This Agreement,  the Collateral Agreements and the Supplemental Agreements
      shall be governed by and construed in accordance with the laws of Ireland.
      Each of the parties  hereto hereby agrees for the benefit of the Purchaser
      and without prejudice to the right of the Purchaser to take proceedings in
      relation hereto before any other court of competent jurisdiction, that the
      courts of Ireland shall have  jurisdiction to hear and determine any suit,
      action or  proceedings  that may arise out of or in  connection  with this
      Agreement and for such purposes irrevocably submits to the jurisdiction of
      such courts.

19.1  Each of William Bodenham, PDQ Consultants Limited,  Seamus Clancy and Paul
      Dempsey  hereby  irrevocably   authorises  and  appoints  Matheson  Ormsby
      Prentice  Solicitors.  Service on each of Thermo and Thermo Terratech Inc.
      of all legal process shall be accepted at the principal  place of business
      for the time being of Thermo Terratech Inc.

20.   Guarantee

20.1  In  consideration  of the Purchaser  entering into this  Agreement  Thermo
      Terratech Inc. hereby  unconditionally  and irrevocably  guarantees to the
      Purchaser the due and punctual  performance  by Thermo of its  obligations
      pursuant to this Agreement and all other agreements contemplated herein.

20.2  If Thermo shall make default in the  performance of any of its obligations
      whether financial or otherwise pursuant to any of the agreements  referred
      to in Clause 20.1 or if Thermo ceases to exist, is wound up or suffers any
      similar insolvency event,  Thermo Terratech Inc. shall forthwith on demand
      by the  Purchaser  perform  such  obligations  in  accordance  with  their
      respective terms.


<PAGE>

20.3  The guarantee contained in this Clause 20 shall be a continuing  guarantee
      and shall  continue  in full  force and effect  until all the  obligations
      arising in respect of the  agreements  referred  to in this Clause 20 have
      been paid, discharged or satisfied in full.


IN WITNESS  whereof this  Agreement  has been duly executed on the date shown at
the beginning of this Agreement.



<PAGE>



                                   Schedule 1
                                     Part 1

                         Vendors and their Shareholdings

Column 1                           Column 2                      Column 3
Vendor's Name and Address          Name and address of the       No. of Shares
                                   registered holder where
                                   the shares in the
                                   Company are not
                                   registered in the name
                                   of the beneficial owner.

PDQ Consultants Limited            William Bodenham              6,093
Frances house
P.O. Box 175
Sir William Place
St. Peter Port
Guernsey
Channel Islands GY1


Seamus Clancy                        N/A                         3,051
161 Foxrock Park
Foxrock
Dublin 18


Paul Dempsey                         N/A                         1,605

67 St. Assam's Avenue
Raheny
Dublin 5


Thermo EuroTech Ireland              N/A                         21,356
Limited
1st Floor
Fitzwilton House
Wilton Place
Dublin 2



<PAGE>



                                     Part 2

                                   Warrantors
Name

PDQ Consultants Limited
William Bodenham
Seamus Clancy
Paul Dempsey
Thermo EuroTech Ireland Limited

                                     PART 3
                                Subsidiary Shares

Greenstar Recycling Limited

One Share registered in the name of Thermo Eurotech Ireland Limited

Pipe & Drain Services Limited

One Share registered in the name of Thermo Eurotech Ireland Limited

A Autorod Limited

One Share registered in the name of Thermo Eurotech Ireland Limited

Green Sunrise Industries Limited

One Share registered in the name of Thermo Eurotech Ireland Limited





<PAGE>


                                   Schedule 2
                                     Part 1

                                   Warranties

Index

1.    Share Capital
2.    Capacity and Authority of Vendors
3.    Commissions

<PAGE>


                                   Warranties

1     SHARE CAPITAL

1.1   The Shares are  beneficially  owned by the Vendors in the  proportions set
      out opposite their names in Column 3 of Part 1 of Schedule 1 free from any
      Encumbrances  whatsoever and from any agreement,  obligation or commitment
      to create,  grant,  give or permit to subsist any Encumbrances  whatsoever
      and the Vendors are  entitled to sell and  transfer to the  Purchaser  the
      full  legal  and  beneficial   ownership  of  the  Shares  free  from  any
      Encumbrance on the terms of the Agreement.

1.2   The Shares  comprise the whole of the allotted and issued share capital of
      the Company and all of them are fully paid up including  for the avoidance
      of doubt in respect of any amounts payable by way of premium.

1.3   No person has the right  (whether  actual or  contingent)  to call for the
      issue,  allotment  or transfer of any share or loan capital of the Company
      under any option or other agreement,  arrangement or commitment (including
      conversion  rights,  rights of  pre-emption  and rights on  realisation of
      security)  and  no  person  has  claimed  to be  entitled  to  any  of the
      foregoing.

1.4   There is no  Encumbrance  over or affecting  any of the issued or allotted
      share  capital or the unissued  share or other  capital of the Company and
      there is no agreement, arrangement or commitment whatsoever to give, grant
      or create such Encumbrance and no claim has been made or threatened by any
      person to be entitled to any such Encumbrance.

2     CAPACITY AND AUTHORITY OF VENDORS

2.1   Each Vendor has full power and  authority  to enter into and perform  this
      Agreement  and any other  agreement  which it is  required  to enter  into
      hereunder and to comply with its  obligations  hereunder or thereunder and
      this Agreement  constitutes  and any such other  agreements  when executed
      will constitute valid, legally binding and enforceable obligations on each
      Vendor which is a party thereto in accordance with its or their respective
      terms.

2.2   If any of the Vendors is a body corporate:-

      2.2.1 it is duly  incorporated  and validly existing under the laws of the
            country of its  incorporation and has the power and authority to own
            its assets and to conduct the business which it conducts;

      2.2.2 all actions,  conditions and things required to be taken,  fulfilled
            and done  (including  the  obtaining of any  necessary  consents) in
            order to:-

          (a)  enable it to enter into,  perform and comply with its obligations
               hereunder; and

          (b)  ensure that those obligations are validly and legally binding and
               enforceable,

          have been so taken, fulfilled and done; and

      2.2.3 its entry into and performance of or compliance with its obligations
            hereunder do not violate or exceed any power or restriction  granted
            or imposed by:-

            (a)   any law to which it is subject; or

            (b)   its constitutive documents.

<PAGE>

2.3   The entry  into,  performance  of or  compliance  by each  Vendor with its
      obligations   under  the  Agreement  and  any  document  entered  into  in
      accordance with the Agreement do not :-

      2.3.1 violate or  constitute a default of any  agreement or  instrument to
            which it is a party or which is binding on it or over its assets; or

      2.3.2 result in the existence of, or oblige it to create any security over
            those assets.

2.4   No litigation, arbitration or other legal proceedings is current or so far
      as the Vendors are aware pending or threatened to restrain (or which would
      have the  effect  of so  restraining)  the  entry  into,  performance  of,
      compliance  with and  enforcement of any of the obligations of the Vendors
      hereunder  and so far as the Vendors are aware there are no  circumstances
      which  might give rise to any such  proceedings  or the threat of any such
      proceedings.

<PAGE>


                                   SCHEDULE 2

                                     Part 2

                                   Warranties

                                      Index

1.    Information
2.    Interested parties
3.    Constitution of the Company
4.    Shares in other Companies and Joint Ventures and Partnership
5.    Branches
6.    Accounts
7.    Transactions since the Accounts Date
8.    Book Debts
9.    Bank and other Borrowings
10.   Loans by and Debts due
11.   Working Capital
12.   Insolvency
13.   Intellectual Property and Confidential Information
14.   Agreements and Arrangements
15.   Assets
16.   Work-in-Progress
17.   Rental Payments
18.   Directors and Employees
19.   Pensions
20.   Safety, Health and Welfare at Work
21.   Environment
22.   Properties
                  Title
                  Encumbrances
                  Possession and Enjoyment
                  Planning
                  Notices, Orders and Matters affecting the Properties
                  Covenants and Obligations
                  Condition and Repair of the Properties
                  Access and Services
                  Statutory Obligations
                  No Other Adverse Matters
                  Completeness and Accuracy of Documents and Information
                  Supplied
23.   Records
24.   Licences
25.   Compliance with Laws
26.   Investigations
27.   Litigation and Disputes
28.   Defective Products
29.   Service Liabilities
30.   Insurance
31.   Documents Stamped
32.   Companies Act 1990
                  Investigations
                  Disclosure of Interests in Shares


<PAGE>

33.   Grants
34.   Breach of Agreements or Arrangements
35.   Suppliers and Customers
36.   Competition Law
37.   Outstanding Offers
38.   Business Names
39.   Transactions involving Directors
40.   Data Protection
41.   Software
42.   Management Reports
43.   Affect of sale of the Shares









<PAGE>


                                   Warranties


1     INFORMATION

1.1   All written  information  given by each of the  Companies,  the Vendors or
      their  professional  advisers  to the  Purchaser  or to  its  professional
      advisors in the course of negotiations  leading to this Agreement was when
      given and is at the date hereof true and accurate in all material respects
      and is not misleading in any material respect.

1.2   The  information  set out in the  Recitals  and in the  Schedules is true,
      complete and accurate in all material  respects and is not  misleading  in
      any material respect.

1.3   All  factual  information  which is to  extent  necessary  to  ensure  the
      enforceability  of a certain  insurance policy known as the "Dempsey Drums
      Limited - Pollution and Remediation Legal Liability  Policy"  underwritten
      by ECS  Underwriting  on behalf of  Reliance  National  Insurance  Company
      (Europe)  Limited  contained in the  Environmental  Reports was when given
      true  and  accurate  in  all  material   respects  and  the  opinions  and
      assumptions  were  at  the  time  of  such  reports  to  the  best  of the
      information  knowledge  and belief of the Vendors true and accurate in all
      material  respects  and  the  Vendors  are  not  aware  of  any  facts  or
      circumstances  arising  since the date of each such report  which had they
      been known at the time of the making of such reports  would have  rendered
      the facts contained therein  materially  incorrect and the Vendors are not
      aware of any material change in the environmental position with respect to
      the properties the subject matter of the reports arising since the date of
      such reports.

1.4   All facts  contained  in the  report  prepared  for the  Purchaser  by BDO
      Simpson  Xavier  dated 22 July 2000 are true and  accurate in all material
      respects.

2     INTERESTED PARTIES

2.1   No indebtedness or liability  (whether actual or contingent and whether or
      not quantified or disputed) and no contract,  commitment or arrangement is
      or has at any time  during the 3 (three)  years  prior to the date  hereof
      been  outstanding  between  any of the  Companies  and the  Vendors or any
      Connected Person of any of them.

2.2   None of the Vendors or any Connected  Person of any of them is entitled to
      any claim of  whatsoever  nature  against any of the Companies and none of
      the  Vendors or any  Connected  Person of any of them has  assigned to any
      person the benefit of any such claim to which he would otherwise have been
      entitled.

3     CONSTITUTION

3.1   The copy of the  memorandum  and  articles of  association  of each of the
      Companies  contained  in the  Disclosure  Letter is true and  accurate and
      complete in all  respects and has  embodied  therein or annexed  thereto a
      copy of every such  resolution  or  agreement as is referred to in Section
      143(4) of the Companies  Act,  1963 and no other  resolution of any of the
      Companies  of any kind has been  passed by its  shareholders  (other  than
      resolutions  relating to routine business at annual general  meetings) and
      since the Accounts Date, no alteration has been made to the memorandum and
      articles of association of any of the Companies.

3.2   Each of the Companies have at all times, carried on business and conducted
      their affairs in all material  respects in accordance  with its memorandum
      and  articles  of  association  for the time  being in force and any other
      documents to which it is, or has been, a party.
<PAGE>

3.3   Each of the Companies  have complied with the  provisions of the Companies
      Acts and all returns, particulars resolutions and other documents required
      under any  legislation to be delivered on their behalf to the Registrar of
      Companies or to any other  authority  whatsoever  have been duly delivered
      and were correct and due  compliance has been made with all the provisions
      of the Companies Acts and other legal requirements, in connection with the
      formation  of each of the  Companies,  the  allotment  or issue of shares,
      debentures and other securities,  the payment of dividends and the conduct
      of its business.

4     SHARES IN OTHER COMPANIES AND JOINT VENTURES AND PARTNERSHIP

      None of the  Companies  have nor have they  agreed to become the holder or
      beneficial  owner of any class of share or other  capital (to include loan
      capital) of any company (wherever  incorporated) and none of the Companies
      is nor has agreed to become a member of any joint venture,  partnership or
      consortium or other  unincorporated  association  (other than  recognising
      trade  associations) and none of them and has not agreed to be or become a
      party to any agreement or  arrangement  for sharing  commissions  or other
      income to include any profit sharing arrangement.

5     BRANCHES

      None of the Companies have outside Ireland any branch,  agency or place of
      business, or any permanent establishment.

6     ACCOUNTS

6.1   The Accounts have been prepared in accordance with the requirements of the
      Companies  Acts  and  all  other  applicable  statutes  and  laws  and  in
      accordance  with  generally   accepted   accounting   principles  and  all
      statements of standard  accounting practice and on a basis consistent with
      the audited  accounts  of the  Company  for the three years  ending on the
      Accounts Date, and:-

      6.1.1 give a true and fair view of the assets, liabilities (whether actual
            or contingent and whether or not quantified or disputed) commitments
            and  financial  position  and  affairs  of the  Companies  as at the
            Accounts  Date and of the results of the Companies for its financial
            period ending on the Accounts Date;

      6.1.2 make proper  provision  or reserve for all  liabilities  and capital
            commitments of the Companies outstanding at the Accounts Date;

      6.1.3 make provision or reserve (in accordance with the principles set out
            in the notes  included in the  Accounts)  for all Taxation for which
            the Companies  were on the Accounts Date or any time  thereafter may
            have become or may hereafter  become liable to be assessed or to pay
            or to be  accountable  in respect of or by reference to the profits,
            gains,  income,  earnings or activities of each of the Companies for
            any period  ending on or before the Accounts  Date and in respect of
            all  distributions,  dividends,  loans,  advances and payments paid,
            due, payable, declared or made prior to the Accounts Date;

      6.1.4 make adequate provision or reserve for depreciation and amortisation
            of fixed assets of the  Companies  having  regard to their  original
            cost and estimated  life and include no fixed or current assets at a
            value greater than their  purchase  price or production  cost or (in
            the  case of  current  assets)  their  net  realisable  value at the
            Accounts Date;
<PAGE>

      6.1.5 include  all of the  stock  in trade  (including  raw  material  and
            packaging)  and  work-in-progress  of the  Companies at the lower of
            cost and net  realisable  value  and  write-off  or  write-down  (as
            appropriate) all redundant,  obsolete and slow moving stock in trade
            (including  raw  material  and  packaging)  and value stock in trade
            (including raw material and packaging) and work-in-progress;

      6.1.6 make  proper  and  adequate  provision  or  reserve  for all bad and
            doubtful debts;

      6.1.7 do not overstate the value of current or fixed assets; and

      6.1.8 do not understate any liabilities (whether actual or contingent).

6.2   The financial  position and results shown by the Accounts have not (except
      as  therein  disclosed)  to  any  material  extent  been  affected  by any
      extraordinary  or exceptional  items or by  inconsistencies  of accounting
      practice  or by any  non-recurring  items of income or  expenditure  or by
      transactions  entered into otherwise than on normal commercial terms or by
      any other factor rendering such financial  position and results unusual or
      misleading in any material respect.

6.3   The accounting  reference date of each of the Companies is, and has at all
      times been 31 December.

7     TRANSACTIONS SINCE THE ACCOUNTS DATE

      Since the Accounts Date:-

7.1   the Companies  have carried on their  businesses in the ordinary and usual
      course and without entering into any  transaction,  assuming any liability
      (whether  actual or contingent  and whether  disputed or not) or incurring
      any  capital  commitment  or making any payment  not  provided  for in the
      Accounts which is not in the ordinary and usual course of their respective
      businesses and without any interruption or alteration in the nature, scope
      or manner of their respective businesses;

7.2   there has been no material  adverse  change in the turnover,  financial or
      trading  position or prospects of any of the  Companies and no part of the
      business of any of the Companies  has been affected by an abnormal  factor
      and, without prejudice to the generality of the foregoing,  there has been
      no material adverse change in the assets or liabilities (whether actual or
      contingent) of any of the Companies.

7.3   no dividend or bonus or  distribution  of capital or income has been or is
      treated  as having  been  declared,  made or paid in  respect of any share
      capital of any of the Companies and (excluding  fluctuations  in overdrawn
      current  accounts  with  bankers)  no loan or loan  capital  of any of the
      Companies  has been repaid in whole or in part or has become  liable to be
      repaid and all dividends or distributions declared, made or paid by any of
      the Companies on or prior to the Accounts Date have been declared, made or
      paid in accordance with its memorandum and articles of association and the
      applicable provisions of the Companies Acts;

7.4   the Companies have not entered into any agreement or transaction:-

      7.4.1 for the sale of any assets  other than  trading  stock in the normal
            course of business; or

      7.4.2 for the  acquisition  of any assets other than trading  stock in the
            ordinary  and usual  course of  business  nor  incurred  any capital
            expenditure   nor  has   outstanding  any  commitments  for  capital
            expenditure;
<PAGE>

7.5   none of the Companies have paid or agreed to pay to any person  (including
      any of its present or former officers or employees or any Connected Person
      of any of its present or former  officers or employees)  any amount or sum
      or any compensation for loss of office, remuneration, emoluments, expenses
      or other payments or benefits whatsoever (whether or not gratuitous) other
      than those  which are  deductible  from the  profits of the  Companies  in
      computing its corporation tax;

7.6   no debt exceeding an amount of (pound)30,000 owing to any of the Companies
      has been deferred,  released, reduced,  subordinated or written-off or has
      proved to any material extent irrecoverable;

7.7   the Companies have each paid their respective creditors in accordance with
      their  respective  credit  terms and there are no amounts  owing by any of
      them which have been due for more than 30 (thirty) weeks;

7.8   there has not been any material  damage,  destruction  or loss (whether or
      not covered by insurance) to or affecting any assets which are material to
      the businesses of the Companies;

7.9   no material commitment on capital account or capital expenditure in excess
      of  IR(pound)100,000  has been created,  entered into,  made,  incurred or
      agreed to be so created, entered into, made or incurred;

7.10  no liabilities (including contingent liabilities) have been incurred other
      than in the ordinary and usual course of trading;

7.11  the  authorised  share capital of the Companies has not been increased and
      no share or loan  capital  in any of them has  been  issued,  allotted  or
      agreed to be so issued or allotted;

7.12  the value of the net assets of each of the Companies  have not  materially
      fallen below the value specified in the Accounts;

7.13  the  Companies  have not repaid,  or become  liable to repay,  any loan or
      indebtedness in advance of its stated maturity; and

7.14  None of the amounts secured by the Encumbrances  disclosed in the Accounts
      has  been  increased  beyond  the  amount  shown  in the  accounts  and no
      Encumbrance has been created.

8     MANAGEMENT ACCOUNTS

      The  Management  Accounts  have  been  prepared  in  accordance  with  the
      accounting  policies of the  Companies  adopted in the  Accounts  and on a
      basis  consistent  with the previous  monthly  management  accounts of the
      Companies and show a fair view of the assets and liabilities,  profits and
      losses of the  Companies  as at and to the  Management  Accounts  Date and
      there has been no material adverse change in the financial position of the
      Companies since the Management Accounts Date.

9     BOOK DEBTS

9.1   No part of the amounts included in the Accounts as owing by any debtors is
      overdue by more than 12 (twelve) months or has been released on terms that
      any  debtor  pays less than the full book  value of his debt,  or has been
      written off, or has proved to any material extent to be irrecoverable.
<PAGE>

10.   BANK AND OTHER BORROWINGS

10.1  Full and accurate  details of all overdrafts (to include limits  thereon),
      loans,  loan stock,  debentures,  acceptance,  credits or other  financial
      facilities  outstanding  or available to each of the Companies at the date
      hereof are contained in the Disclosure  Letter and true and correct copies
      of all documents  relating thereto are contained therein and the Companies
      have not done  anything  nor are there or have  there  been  circumstances
      known to the  Vendors  whereby  the  continuance  of any such  overdrafts,
      loans, indebtedness or other financial facilities in full force and effect
      might be affected or prejudiced  or which may give rise to any  alteration
      in the terms and  conditions  of same and the Companies are not in default
      under any instrument  constituting any indebtedness or under any guarantee
      of, or security or indemnity for, any  indebtedness and there is no reason
      why any such  indebtedness,  guarantee,  security or  indemnity  should be
      called or the liabilities thereunder accelerated before their due date (if
      any) or any loan facilities terminated.

10.2  There has been no contravention of, or non-compliance with, any provisions
      of any of the documents  referred to in paragraph 10.1 as being  contained
      in the Disclosure Letter.

10.3  None of the Companies have received  notice  (whether  formal or informal)
      from any lenders, requiring repayment or intimating the enforcement by the
      lender  of any  security  which it may hold over any of their  assets  and
      there are no circumstances likely to give rise to a notice.

10.4  Save as  disclosed in the  Disclosure  Letter  pursuant to paragraph  10.1
      hereof,  there are no debts owing by or to any of the Companies other than
      debts which have arisen in the  ordinary  and usual course of its business
      and which do not involve an aggregate amount in excess of IR(pound)20,000;

10.5  None of the  Companies  have  factored  any of its  debts,  or  engaged in
      financing  of a type which would not require to be shown or  reflected  in
      its audited accounts.

10.6  The Companies  have no bank accounts or deposit  accounts other than those
      disclosed in the Disclosure Letter and the Disclosure Letter contains bank
      statements  as of three days prior to the  execution of this  Agreement of
      the  credit  and debit  balances  thereon  together  with  details  of the
      signatories to such accounts and since the date of such  statements  there
      have been no payments out of any such accounts  save for routine  payments
      in the ordinary and usual course of its business and the present  balances
      of  such  accounts  are not  and  will  not on  Completion  be  materially
      different from the balances shown on such statements.

10.7  The total amount  borrowed by the Companies  (as  determined in accordance
      with the  provision of the relevant  instrument)  from each of its bankers
      does not exceed its  approved  overdraft  facilities  and the total amount
      borrowed  by the  Companies  from  whatever  source  does not  exceed  any
      limitation  on its  ability  to borrow  contained  in its  memorandum  and
      articles of  association  or in any  debenture or loan stock deed or other
      deed or document executed by it.

10.8  None of the  facilities  available  to the  Companies  is dependent on the
      guarantee  or  indemnity  of, or any  security  provided by, a third party
      other than the Companies.

10.9  So far as the Warrantors  are aware neither the  acquisition of the Shares
      by the Purchaser nor any other thing contemplated in this Agreement,  will
      result or is likely to  result  in any of the  facilities  referred  to in
      paragraph 10.1 being terminated or maturing prior to its stated maturity.
<PAGE>

11    LOANS BY AND DEBTS DUE

11.1  None of the Companies  have lent any money which has not been repaid to it
      nor owns the benefit of any debt (whether or not due for  payment),  other
      than  debts  which have  arisen in the  ordinary  and usual  course of its
      business  and  which do not  involve  an  aggregate  amount  in  excess of
      IR(pound)50,000.

12.   None of the  Companies  have made a loan,  which remains  outstanding,  on
      terms entitling it to receive a rate of interest  varying with, or a share
      of, the profits of a business.

13.   INSOLVENCY

13.1  No order has been  made or  petition  presented  or  resolution  passed or
      proceedings  or action taken or ground arisen for the winding up of any of
      the Companies or for or with a view to  appointing an examiner,  receiver,
      administrator,  trustee  or  other  similar  officer  to  the  any  of the
      Companies nor has any distress,  execution,  sequestration,  attachment or
      other process been levied or entered upon or sued out in respect of any of
      the Companies or against any property or asset of any of the Companies nor
      is any of the foregoing in the process of being so levied, entered upon or
      sued out, nor is there any  unfulfilled  or unsatisfied  judgement,  court
      order or award outstanding against any of the Companies.

13.2  None of the Companies have ceased payment of any debt and is not insolvent
      or  unable to pay its debts  within  the  meaning  of  Section  214 of the
      Companies Act, 1963 or Section 2 of the Companies  (Amendment)  Act, 1990.
      No notice has been served on any of the Companies  under Section 214(a) of
      the  Companies  Act,  1963 and no  arrangement  has been or is about to be
      entered into by any of the  Companies  under Section 201 or Section 279 of
      the  Companies  Act,  1963 and no  encumbrancer  has taken  possession  or
      attempted to take  possession of or exercised or attempted to exercise any
      power of sale in  respect  of the  whole  or any part of the  undertaking,
      property,  assets or revenues of any of the  Companies and there exists no
      circumstances  under which a receiver  may be appointed by any person over
      the whole or any part of the undertaking,  property, assets or revenues of
      any of the Companies and there is no unfulfilled or unsatisfied  judgment,
      ruling,  order, award, decree or directive  outstanding against any of the
      Companies  and  there  has been no delay  by any of the  Companies  in the
      payment of any obligation due for payment.

14.   INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION

14.1  The  business of each of the  Companies as now carried on does not involve
      the  unlicensed  use  of  confidential  information,   technical  data  or
      Intellectual  Property and does infringe any Intellectual  Property of any
      other  person  or give rise to a  liability  to pay  compensation  and all
      licences to the Companies in respect of any such Intellectual Property are
      in full force and effect.

14.2  All  trademarks  used by the  Companies is  registered in the name of such
      Group Company.

14.3  None of the  Companies  have (save in the ordinary and usual course of its
      business)  disclosed,  or  permitted to be  disclosed,  or  undertaken  or
      arranged  to  disclose,  to any person  other than the  Purchaser  (or its
      professional advisers) any of its know-how,  trade secrets or Confidential
      Information.

14.4  None of the Companies have granted any licence of or right to use or other
      concession in connection with its Intellectual Property.
<PAGE>

15.   AGREEMENTS AND ARRANGEMENTS
15.1  There are in force no powers of attorney or other rights of representation
      given by any of the  Companies and no person,  as agent or  otherwise,  is
      entitled  or  authorised  to bind or commit  any of the  Companies  to any
      obligation  not in the  ordinary  and  usual  course  of their  respective
      businesses.

15.2  The  Companies  are not  party  to or  bound by and no asset of any of
      the Companies is affected by:-

      15.2.1any  material  contract of  guarantee,  agreement  for  indemnity or
            suretyship  outside the ordinary course (whether given by or for the
            accommodation of any of the Companies);

      15.2.2any consultancy,  secondment or other agreement for the provision of
            the services of any person by or to any of the  Companies  (save for
            the  Consultancy  Agreement  with PDQ  Consultants  Limited which is
            being terminated on Completion);

      15.2.3save for those  contracts  contained  in the  Disclosure  Letter any
            material  written  contract,  transaction,  agreement or arrangement
            which may be  terminated  as a result of any change in the  control,
            management or shareholders of any of the Companies;

      15.2.4any contract made otherwise than in the ordinary and usual course of
            its business;

      15.2.5any agreement or arrangement  which involves or is likely to involve
            the  supply  of goods by or to any of the  Companies  the  aggregate
            sales  value  of  which  would  represent  in  excess  of 15% of the
            turnover of all of the Companies by reference to the Accounts;

      15.2.6any sale or  purchase  option or  similar  contract  or  arrangement
            affecting any asset material to the business owned or used by any of
            the Companies or by which any of the Companies is bound;

      15.2.7any material written  agreement or arrangement  which will or may by
            virtue of the  acquisition  of the Shares by the  Purchaser or other
            performance  of the  terms of this  Agreement,  result  in any other
            person who is party to such agreement or arrangement  being relieved
            of any  obligation  (whether  contractual  or otherwise) or becoming
            entitled to exercise any right of  termination  of such agreement or
            arrangement  or to determine any right or benefit  enjoyed by any of
            the  Companies or to exercise any right,  whether under an agreement
            or  arrangement  with,  or  otherwise  in  respect  of  any  of  the
            Companies;

      15.2.8any  undertaking  or  assurances  material  to the  business  of the
            company given to any court or governmental agency, which is still in
            force;

16.   ASSETS

16.1  The assets  included in the Accounts or acquired  since the Accounts  Date
      (other than  trading  stock  subsequently  disposed of in the ordinary and
      usual course of business or trading stock acquired subject to retention or
      reservation of title by the supplier or manufacturer thereof and disclosed
      in the Disclosure Letter) and all assets used by the Companies:-

     16.1.1 are  legally  and  beneficially  owned  by  each  of the  respective
          Companies free from any  Encumbrance or any agreement or commitment to
          grant,  give or create,  or any claim by any person to be  entitled to
          any  Encumbrance  and each of the Companies  have good and  marketable
          title to such assets;
<PAGE>

     16.1.2 are not the subject of any agreement for lease, hire, hire purchase,
          conditional  purchase or sale on deferred  terms save as  disclosed in
          the Accounts;

     16.1.3 are  situated  in Ireland  and are in the  possession  and under the
          control of the Company or one of the Companies; and

16.2  All material assets have been regularly maintained, and in accordance with
      safety regulations required by law and, where relevant, in accordance with
      the terms and conditions of any applicable leasing or similar agreement.

16.3  The asset register of the Company as at April 2000 (a copy of which is set
      out in the Disclosure Letter) comprises a complete and materially accurate
      record of all the assets owned or  possessed  or used by the  Companies at
      the date hereof.

17.   RENTAL PAYMENTS

      No circumstance  has arisen or is likely to arise in relation to any asset
      held by any of the Companies, under a lease or similar agreement,  whereby
      the rental payment has been, or, in so far as the Warrantors are aware, is
      likely to be increased.

18.   DIRECTORS AND EMPLOYEES

18.1  The  particulars  shown in the  Schedule  4 are true and  complete  and no
      person  not named  therein  as such is a director  or shadow  director  or
      secretary of any of the Companies.

18.2  The  particulars  shown in the  schedule  of  employees  contained  in the
      Disclosure  Letter set out full  particulars of the  identities,  dates of
      commencement  of employment or  appointment  to office,  and the terms and
      conditions  of  employment  of all of the  employees  and  officers of the
      Companies   at  the  date  hereof  and  show  all   payments  (to  include
      remuneration)  payable and other benefits and privileges  including  share
      options, profit share or similar benefits provided or which the Company is
      bound or accustomed to provide or make to each officer and employee of the
      Company and are true and complete and accurate in all material respects.

18.3  During  the  period  to  which  the  Accounts  relate  and  since  the
      Accounts Date:-

      18.3.1no  change  has  been  made  in the  rate  of  remuneration,  or the
            emoluments or pension benefits, of any officer, ex-officer or senior
            executive of any of the Companies (a senior executive being a person
            in receipt of remuneration in excess of  IR(pound)75,000  per annum)
            nor are any of the  Companies  under any  obligation  to make such a
            change nor has it made any provision to alter same; and

      18.3.2no  change  has been made in any other  terms of  employment  of any
            such officer or senior executive.

18.4  All  subsisting  contracts of service (or contracts for services)  between
      any of the Companies and any of their  respective  directors,  officers or
      employees,  are  determinable at any time on 12 (twelve) months' notice or
      less.

18.5  No contract of service  exists between any of the Companies and a director
      or  employee  in relation  to which any of the  relevant  requirements  of
      Section 28 of the Companies Act, 1990 have not been fulfilled.
<PAGE>

18.6  There are no amounts owing to any present or former  officers or employees
      of  any of the  Companies  (other  than  remuneration  accrued  due or for
      reimbursement of business expenses, the aggregate amount of which does not
      exceed IR(pound)20,000);

 18.7 There are no negotiations nor are any negotiations contemplated, scheduled
      or  requested  for any  increase  in the  remuneration  or benefits of any
      officer or employee of any of the Companies.

18.8  Save for the  agreement  with  SIPTU a copy of which is  contained  in the
      disclosure  letter none of the Companies have entered into any recognition
      agreement  with a trade  union nor have  they done any act which  might be
      construed as recognition.

18.9  None of the Companies nor any of their respective  employees,  is involved
      in any  industrial  dispute,  and so far as the  Warrantors  are  aware no
      circumstances  exist  which  might  suggest  that there will or may be any
      industrial  dispute  involving  any of the  Companies,  or that any of the
      provisions of this Agreement may lead to an industrial dispute.

18.10 No executive of any of the Companies, who is in receipt of remuneration in
      excess  of  IR(pound)40,000  per  annum,  and  no  officer  of  any of the
      Companies has given or received notice terminating his employment,  except
      as expressly  contemplated  in this  Agreement,  and no such  executive or
      officer will be entitled to give such notice as a result of the provisions
      of this Agreement and so far as the Warrantors are aware no such executive
      is likely to leave any of the Companies  (whether by reason of an existing
      agreement or arrangement or as a result of the proposed acquisition of the
      Shares by the Purchaser) after Completion.

18.11 None of the  Companies  is liable to make any payment to any person  under
      the  Redundancy  Payments  Acts,  1967  to  1991  and  the  Protection  of
      Employment Act, 1977. Each of the Companies  insofar as the Warrantors are
      aware, have complied,  as respect all of its employees,  with the Holidays
      (Employees)  Act, 1973 to 1991, the Minimum Notice and Terms of Employment
      Acts,  1973 to 1991, the  Anti-Discrimination  (Pay) Act, 1974, the Unfair
      Dismissals  Act, 1977 to 1993, the Protection of Employment Act, 1977, the
      Employment  Equality Act, 1977, the Worker Protection  (Regular  Part-time
      Employees)  Act,  1991,  the  Payment  of Wages  Act,  1991,  the Terms of
      Employment  (Information)  Act, 1994, the Maternity  Protection Act, 1994,
      the Adoptive Leave Act, 1995 the Protection of Employment Order, 1996, the
      Protection of Young Persons (Employment) Act, 1996 and the Organisation of
      Working Time Act 1997.

18.12 Save to the extent (if any) to which  provision or allowance has been made
      in the Accounts or in the audited  accounts of Greenstar  Products Limited
      for the period ended 31 December 1999:

      18.12.1 no liability  has been incurred by any of the Companies for breach
            of any contract of service or for services, for redundancy payments,
            protective  awards or for  compensation  for  wrongful  dismissal or
            unfair  dismissal  or for  failure to comply  with any order for the
            reinstatement  or  re-engagement  of any  employee  or for any other
            liability   accruing  from  the   termination  of  any  contract  of
            employment or for services;

      18.12.2 none of the  Companies  have made or agreed to make any payment or
            provided  or agreed to provide  any benefit to any present or former
            officer or employee or any  dependent of any such former  officer or
            employee in connection  with the actual or proposed  termination  or
            suspension  of employment or variation of any contract of employment
            of any present or former officer or employee; and
<PAGE>

      18.12.3 no claims have been made for equal pay, sexual or other harassment
            nor are any such  claims  threatened  or  pending  nor so far as the
            Warrantors are aware are there any facts or circumstances  which may
            give rise to such a claim being made.

18.13 There are no training  schemes,  arrangements or proposals in existence at
      the date  hereof  nor have there been any such  schemes,  arrangements  or
      proposals  in the past in  respect of which a levy may  henceforth  become
      payable by any of the Companies.

19.   PENSIONS

19.1  With  the  exception  of  the  Pension  Schemes  of  the  Companies  (full
      particulars of which are set out in the Disclosure Letter) there is not in
      existence nor has any proposal been announced or commitment given (nor are
      the Companies under nor will they become under any liability or obligation
      (whether  legally  binding or  established  by custom)) to  establish  any
      retirement,  death or disability  benefit scheme for officers or employees
      (or any  dependant of any of them) of the  Companies nor are the Companies
      under any obligation (whether legally binding or established by custom) to
      or in  respect of any  present or former  officers  or  employees  (or any
      dependant  of  any  of  them)  of any of  the  Companies  with  regard  to
      retirement,  death or disability  benefits pursuant to which the Companies
      are or may become liable to make payments or contributions  and no pension
      or death or  retirement  benefit  or  sickness  gratuity  or such  similar
      schemes or arrangements is currently being paid or contributed or has been
      promised by any of the Companies to or in respect of any present or former
      officer  or  employee  (or any  dependant  of any of  them)  of any of the
      Companies.

19.2  The  Disclosure  Letter  contains a complete and accurate list and summary
      description  of  the  pension  scheme  (the  "Pension   Schemes")  of  the
      Companies.

19.3  The  Pension  Schemes  are exempt  approved  within the meaning of Part I,
      Chapter 30 of the Taxes Consolidation Act, 1997 and the Warrantors are not
      aware of any matter or circumstance which might prejudice such approval.

19.4 (a)  There are attached to the disclosure letter particulars of the Pension
          Schemes being complete copies of the trust deeds relating thereto.

     (b)  All  contributions  and expenses  which under the Pension  Scheme have
          become  payable  up to  Completion  have  been or  will  be  duly  and
          punctually paid.

     (c)  Save as disclosed in such written  details no power or discretion  has
          been exercised under the Pension Schemes: -

          (i)  to augment or provide a benefit which is not otherwise  augmented
               or provided under the Pension Schemes;

          (ii) to pay a contribution thereto which would not otherwise have been
               paid; or

          (iii)to admit to  membership  an  employee  or  officer  who would not
               otherwise have been eligible.

     (d)  As far as the  Warrantors  are aware the Pension  Schemes  have at all
          times complied and been duly  administered in all material respects in
          accordance   with  all   applicable   legislation,   regulations   and
          requirements including (without limitation):

          (i)  the  provisions of the Pensions  Act,  1990 (and any  regulations
               made thereunder);
<PAGE>

          (ii) the  requirements  of the  retirement  benefits  district  of the
               revenue  commissioners  for exempt  approval  and of the Pensions
               Board;

          (iii)Article  119 of the  Treaty  of  Rome  (and  any  regulations  or
               directives issued or judgments made thereunder; and

          (iv) the documentation by which it is constituted and governed.

     (e)  So far as the  Warrantors  are aware the relevant  Companies have duly
          complied in all material  respects with all its obligations  under the
          Pension Schemes.

     (f)  (i)  All benefits  payable under the Pension Schemes on the death of a
               member  thereof  while  in an  employment  to which  the  Pension
               Schemes  relates  (other  than a  refund  of  contributions  with
               interest  where  appropriate)  are fully insured  under  policies
               effected  with a life  office  authorised  under the terms of the
               European Communities (Life Assurance) Regulations, 1984, to carry
               on life  assurance  business  in the  Republic  of Ireland at its
               normal rates and on its normal terms for persons in good health.

          (ii) So far as the Warrantors are aware all information which has been
               supplied to any life  office  which has issued or  undertaken  to
               issue  policies  for the purpose of the Pension  Schemes are true
               and complete.

          (iii)Such policies are  enforceable  and there are no grounds on which
               the life office might avoid liability thereunder.

     (g)  (i)  No  actions,  suits or  claims  (other  than  routine  claims  or
               benefits) have been made or are pending in respect of the Pension
               Schemes by or against the trustees of the Pension Schemes, or any
               of the  Companies  or any employer  participating  in the Pension
               Schemes.

          (ii) There is no dispute  about  benefits  payable  under the  Pension
               Scheme.

          (iii)There  are no  circumstances  which  might  give rise to any such
               action, suit, claim or dispute under the Pension Schemes.

20.   SAFETY, HEALTH AND WELFARE AT WORK

20.1  Insofar as the  Warrantors  are aware the Companies  have duly  discharged
      their duties and  performed  their  obligations  under,  and in compliance
      with,  the Safety in Industry  Acts,  1955 and 1980 (the "SIAs") and under
      the Safety,  Health and Welfare at Work Act,  1989 (the "SHW Act") and all
      regulations,  directions, notices and orders made or served thereunder and
      has  complied  with any relevant  code of practice  issued by the National
      Authority for Occupational  Safety and Health established  pursuant to the
      SHW Act.

20.2  Insofar as the  Warrantors  are aware none of the Companies nor any of the
      Properties is subject to any investigation or inquiry pursuant to the SIAs
      or the SHW Act and no direction, notice or order has been served on any of
      them or any of the  Properties  pursuant to the SIAs or the SHW Act and no
      application  has been  made to court  under the SIAs or the SHW Act for an
      order  restricting or prohibiting  the use of any of the Properties or any
      part thereof and no prosecution is threatened or pending in respect of any
      possible breach of the SIAs or the SHW Act or related regulations.
<PAGE>

20.3  None of the  Companies  is in  default  in respect of any of its duties or
      obligations  imposed  upon  it by the  Factories  Act,  1955,  the  Office
      Premises  Act,  1958,  the Mines and Quarries  Act,  1965 or the Dangerous
      Substances Acts, 1972 to 1979.

21.   ENVIRONMENT

21.1  The following words and expressions shall have the following  meanings for
      the purpose of this paragraph 22 and such other  paragraphs in which these
      words and expressions appear:-

      "Contaminant"  shall  include  any  material,  substance,  chemical,  gas,
      liquid,  waste,  effluent,  pollutant or contaminant which, whether on its
      own or admixed with  another,  is identified or defined in or regulated by
      or  pursuant  to any  Environmental  Laws or which upon  release  into the
      Environment  presents  a danger  to the  Environment  or to the  health or
      safety or welfare of any person;

      "Environment  shall  include  (a)  any  and  all  buildings,   structures,
      fixtures, fittings, appurtenances, pipes, conduits, valves, tanks, vessels
      and containers whether above or below ground level, and (b) ambient,  air,
      land surface, sub-surface strata, soil, surface water, ground water, river
      sediment, marshes, wet lands, flora and fauna;

      "Environmental  Laws"  shall  mean (a) the  common  law and (b) all  laws,
      by-laws,  statutes,  regulations,  rules,  orders,  instruments,  decrees,
      directives,   decisions,   injunctions,   rulings  and  judgments  of  any
      government,  local government,  international,  supranational,  executive,
      administrative,  judicial or  regulatory  authority  or agency  whether of
      Ireland,  the  European  Union  or  elsewhere  and all  approved  codes of
      practice (whether  voluntary or compulsory)  relating to the protection of
      the  Environment  or of  human  health  or  safety  or  welfare  or to the
      manufacture,  formulation,  processing,  treatment,  storage, containment,
      labelling,  handling,  transportation,   distribution,  recycling,  reuse,
      release,  disposal,  removal,  remediation,  abatement  or clean-up of any
      Contaminant  including the provisions of the Public Health  (Ireland) Act,
      1878, the Fisheries (Consolidation) Act, 1959, the Local Government (Water
      Pollution)  Acts,  1977  and  1990,  the  European   Communities   (Waste)
      Regulations,  1979, the Air Pollution Act, 1987, the European  Communities
      (Environmental Impact Assessment) Regulations,  1989, the Local Government
      (Planning and Development) Regulations, 1990, The Environmental Protection
      Agency Act,  1992,  and the Waste  Management  Act, 1996 and any amendment
      thereto and any and all  regulations,  orders and  notices  made or served
      thereunder or pursuant thereto;

      "Environmental  Licence"  shall  mean  any  permit,   licence,   approval,
      permission,  consent  or  authorisation  required  by or  pursuant  to any
      applicable Environmental Laws; and

      "Environmental  Release"  shall  mean  the  spilling,   leaking,  pumping,
      pouring, emitting, releasing, emptying, discharging,  injecting, escaping,
      leaching,  dumping,  leaving,  discarding or disposing of any  Contaminant
      into or upon the Environment.

21.2  Each  of the  Companies  and  each  of  their  respective  operations  and
      properties is, and has at all times been, in material  compliance with all
      applicable Environmental Laws and has obtained all requisite Environmental
      Licences and is, and has at all times been,  in  compliance  with all such
      Environmental  Licences and insofar as the  Warrantors are aware there are
      no  circumstances  which  may give rise to the  suspension,  cancellation,
      revocation or non-renewal of any such Environmental Licences, or which may
      lead to the imposition of any onerous or unusual  conditions in respect of
      any such Environmental Licences whether upon renewal thereof or otherwise.
<PAGE>

21.3  Neither  the  Companies  nor any of their  present or past  operations  or
      properties is the subject of any outstanding or anticipated investigation,
      inquiry,  dispute,  claim, demand, action, suit,  proceeding,  litigation,
      notice, order,  judgment,  ruling,  decree,  citation or award of whatever
      nature in relation to any  Environmental  Release or any breach or alleged
      breach of any Environmental  Laws or Environmental  Licences and so far as
      the Warrantors are aware there are no circumstances which may give rise to
      any of the foregoing

22    Properties

22.1  Title

      22.1.1The Properties comprise all the lands and buildings owned,  occupied
            or used by the Companies or in which any of the  Companies  have has
            any interest and Schedule 5 contains  full and accurate  particulars
            of the title of the  Companies  thereto and the  description  of the
            Properties  contained in Schedule 5 is a  sufficiently  accurate and
            complete  description  of  such  Properties  for the  purpose  of an
            assurance, mortgage or charge of the whole thereof.

      22.1.2The replies to the queries  raised by BCM Hanby  Wallace  Solicitors
            relating  to each of the  Properties  by  Matheson  Ormsby  Prentice
            Solicitors are true and accurate in all material respects.

22.2 Completeness and Accuracy of Documents and Information Supplied

     All deeds,  documents and information  supplied for the purpose of deducing
     title to any of the Properties in connection  with this Agreement are true,
     complete  and  accurate  and none of the  Companies  or Vendors  have since
     supplying  such  deeds,   documents  and   information   entered  into  any
     transaction  affecting  the  title  to,  or use  or  value  of,  any of the
     Properties. ]

23.  TAXATION

     General

23.1 All  Taxation  of any nature  whatsoever  or other sums  imposed,  charged,
     assessed,  levied  or  payable  under  the  provisions  of  all  applicable
     legislation  relating to Taxation for which any of the  Companies is liable
     as a result of any act or omission prior to Completion  will if and insofar
     as such  Taxation or other sums ought to be paid prior to or on  Completion
     have  been paid at or  before  Completion  and in  particular  but  without
     prejudice to the  generality of the foregoing at Completion all amounts due
     for payment to the  Revenue  Commissioners  or any other  fiscal or revenue
     authority  in respect of VAT or in respect of the `Pay As You Earn'  (PAYE)
     regulations  from time to time in force will have been paid by the relevant
     due dates and at  Completion  all Social  Welfare  and Pay  Related  Social
     Insurance  contributions (both employer's and employees') due in respect of
     the employees of any of the Companies will have been duly paid on their due
     payment dates.

23.2 Insofar as the  Warrantors  are aware each of the  Companies has within the
     prescribed  time periods duly and properly  made all returns,  computations
     and payments and given or  delivered to the Revenue  Commissioners  and all
     other  relevant  fiscal or revenue  authorities  all notices,  accounts and
     information required for the purpose of assessing its liability to Taxation
     and all such returns,  notices,  accounts and  information are complete and
     correct  in all  material  respects  and  not  misleading  and  none of the
     Companies  insofar  as the  Warrantors  are  aware is and has been or is it
     likely to become involved in any dispute with the Revenue  Commissioners or
     any other  relevant  fiscal or revenue  authority in relation to any matter
     concerning  its  liability  or  potential  liability  to  Taxation  and the
     Warrantors  are not aware of any matter or  circumstance  which may lead to
     any such  dispute  and there is no appeal by any of the  Companies  pending
     against any assessment to Taxation.
<PAGE>

23.3 Insofar as the  Warrantors  are aware each of the  Companies  has  properly
     operated  the PAYE system of  deduction  of and  accounting  to the Revenue
     Commissioners  for tax chargeable on the  remuneration of its employees and
     has  properly  operated  the Pay Related  Social  Insurance  system and has
     accounted to the Revenue  Commissioners  for all deductions made thereunder
     or provided in full for same in the  Accounts  and in respect of Green Star
     Products Limited in the audited accounts of Greenstar  Products Limited for
     the period ended [?].

23.4 Insofar as the  Warrantors are aware each Group Company has complied in all
     material  respects  with Part 41 of the TCA in  relation  to the  making of
     returns,  payments of preliminary  tax and all other  requirements  therein
     provided for.

23.5 Insofar as the  Warrantors  are aware no surcharge for late  submission for
     returns under  Section 1084 of the TCA has or will be or become  payable by
     any of the Companies in respect of any period prior to Completion.

23.6 Insofar as the Warrantors are aware no notice of attachment has been served
     on any of the Companies  under Section 1002 (2)  (attachment of defaulter's
     funds) of the TCA.

23.7 Insofar  as the  Warrantors  are  aware  there is no  appeal  by any of the
     Companies  pending  against any assessment to tax and none of the Companies
     is in default in  payment  of any tax  within  the  period  prescribed  for
     payment thereof.

23.8 No change of  ownership  of any of the  Companies  within  the  meaning  of
     Section 401 of the TCA has taken place.

23.9 Insofar as the  Warrantors  are aware the Companies  have complied with the
     requirements  of Section 239 (payment  made under  deduction of tax) of the
     TCA and with the  requirements  of all  other  provisions  relating  to the
     deduction  and  withholding  of tax at source up to the date hereof and all
     such tax which has become due to the Revenue Commissioners has been paid to
     the Revenue Commissioners.

23.10None of the  Companies  is liable nor has it at any time since the Accounts
     Date  insofar as the  Warrantors  are aware been liable to pay  interest on
     overdue Taxation.

23.11Insofar as the  Warrantors are aware no Group Company has committed any act
     or made any omission  which might  constitute an offence under Section 1078
     or 1079 (aiding, abetting, assisting etc. tax evasion) of the TCA.

     Residence

23.12Each of the  Companies  is resident in Ireland for the purposes of Taxation
     and has not  been at any  time  resident  in any  jurisdiction  other  than
     Ireland  for  Taxation  purposes  nor has it been at any  time  managed  or
     controlled  in or from  any  country  other  than  Ireland  and none of the
     Companies  has at any time carried on any trade in any other country and no
     Group Company has any permanent establishment outside of Ireland.

     Capital Gains Tax/Capital Acquisitions Tax

23.13None of the  Companies  has made any  transfer as is referred to in Section
     589 of the TCA or received any asset by way of gift as mentioned in Section
     978 of the TCA.
<PAGE>

23.14Insofar as the  Warrantors are aware none of the Companies has entered into
     any  transaction  which has, will or may give rise to a charge to tax under
     the provisions of the TCA.

23.15is  no  unsatisfied  liability  to  capital  acquisition  tax  attached  or
     attributable  to any shares in the capital of any of the  Companies  and no
     shares in the  capital of any of the  Companies  are subject to a charge in
     favour of the Revenue Commissioners.

23.16Insofar  as the  Warrantors  are  aware no  person  is  liable  to  capital
     acquisitions  tax  attributable  to the  value of any of the  shares in the
     capital of any of the Companies and in  consequence no person has the power
     to raise the amount of such tax by sale or mortgage  of or by a  terminable
     charge any shares in the capital of any of the  Companies  or any assets in
     any of the Companies.

23.17None of the  Companies has been party to or involved in any share for share
     exchange  nor any  scheme or  reconstruction  or  amalgamation  such as are
     mentioned  in Section 583 to 588  (inclusive)  or Section 600 (1) to (5) of
     the TCA or Section 615 of the TCA under  which  shares or  debentures  have
     been issued or any transfer of assets effected.

23.18None of the  Companies  has made any claim  for  "roll-over  relief"  under
     Section 597 of the TCA.

23.19No claim has been made by any of the  Companies  under  Section 1005 of the
     TCA.

23.20There have been no claims under  Section  538(2)  (capital  losses  allowed
     where no sale) of the TCA.

     Group

23.23None of the Companies has at any time since its incorporation and ending on
     the date  hereof  acquired  any assets  other than  trading  stock from any
     company which at the time of the acquisition was a member of the same group
     (as defined in Section 616 and Section 590 (11) of the TCA).

23.22None of the Companies has and will at any time  hereafter in respect of any
     period up to Completion  become liable to make a subvention  payment or any
     other  payment for an amount  surrendered  by any other company under or in
     connection with the provisions of Section 411 of the TCA.

23.23No allowable loss which has arisen or which may hereafter  arise in respect
     of any period prior to  Completion  on the disposal by any of the Companies
     of shares in or  securities  of any company is liable to be  disallowed  in
     whole or in part by virtue of the application of Section 623  (transactions
     in a group) or Section 622 (dividend stripping) of the TCA.

     Miscellaneous Taxation Issues

23.24None of the Companies  has entered into any financing or leasing  agreement
     in which or in connection  with which it has  indemnified  any other person
     against  any  claim,  loss or other  liability  arising  from any change in
     taxation legislation or in the interpretation of taxation legislation.

<PAGE>




     Capital Allowances/Fixed Assets

23.25 The  restrictions  on the use of capital  allowances  for  certain  leased
      assets as set out in Section 403 (use of capital allowance against leasing
      income only) of the TCA do not have application to any transaction entered
      into by any of the Companies.

23.26 The provisions of Section 317 (capital allowances net of grant) of the TCA
      do not apply to any expenditure incurred by any of the Companies.

23.27 No asset  has been  disposed  of by any of the  Companies  to a  Connected
      Person of any Of the Companies or otherwise than at an arm's length.

23.28 On a sale of any  machinery  and plant at the value  thereof  shown in the
      Accounts no balancing charge will be incurred.

23.29 Where  fixed  assets  have been  stated in the  Accounts or in the case of
      Greenstar  Products  Limited the audited  accounts of that Company for the
      period  ended 31  December  1999 in  excess  of their  cost any  potential
      liability to Taxation on chargeable gains that would accrue on the sale of
      these  assets at their  values  stated are either  fully  provided  for or
      disclosed by way of a note in the Accounts.

23.30 All plant and  machinery  in  respect  of which any of the  Companies  has
      claimed  first-year  allowances  was  acquired  for the  purposes  of that
      company's  trade and  belonged  to the  Company  at some time  during  the
      chargeable period related to the incurring of the expenditure  thereon and
      no  circumstances  have arisen which could  result in any such  allowances
      previously made being withdrawn.

23.31 Any  machinery or plant  provided for use for the purposes of the trade of
      any of the Companies after 1 April 1998 is used wholly and exclusively for
      the purpose of the trade of each of the Companies.

      Stamp Duty/Capital Duty

23.32 No relief or exemption or reduction has been obtained or claimed by any of
      the Companies in respect of any capital duty or stamp duty.

23.33 All  documents  in the  possession  or  under  the  control  of any of the
      Companies  which  attract or may  attract  stamp  duty have been  properly
      stamped  and all other  capital  and/or  stamp duty  howsoever  arising or
      payable has been paid by the relevant  company and there is no outstanding
      liability therefor or interest thereon.

      Vat

23.34 Each of the Companies is a registered  and taxable person for the purposes
      of the VAT Act  and  has  complied  in all  material  respects  with  such
      legislation and all regulations made or notices issued  thereunder and has
      maintained full,  complete,  correct and up to date records,  invoices and
      other  documents  (as the case may be)  appropriate  or requisite  for the
      purposes thereof.

23.35 No arrangement  exists or has existed whereby pursuant to Section 8 (8) of
      the VAT Act and  Regulation  5 of the VAT  Regulations,  1979 the business
      activities  of any of the Companies are or were deemed to be carried on by
      any other  person or the  business  activities  of any other person are or
      were deemed to be carried on by any Group Company  (membership  of a group
      for VAT purposes).
<PAGE>

23.36 None of the Companies has received authorisation under Section 13A VAT Act
      whereby  supply of  qualifying  goods and  qualifying  services to, or the
      intra-community   acquisition  or  importations  of  qualifying  goods  by
      qualifying persons are chargeable at the rate of zero per cent.

23.37

      23.37.1     None of the  Companies  is in  arrears  with  its  payment  or
                  returns or  notifications  under the VAT Act,  regulations  or
                  notices or liable to any  abnormal or  non-routine  payment or
                  any  forfeiture  or penalty or to the  operation  of any penal
                  provisions contained therein.

      23.37.2     None of the Companies has been required by appropriate  fiscal
                  authorities to give security under the VAT Act.

      23.37.3     None of the Companies has availed of the procedures in Section
                  58 of the  Finance  Act 1989  whereby a trader may account and
                  make  returns  for VAT  purposes  other than after each 2(two)
                  monthly taxable period.

      Close Company

23.38 None of the  Companies  has  since  the  Accounts  Date  made or paid  any
      dividend or other distribution (other than those for which full reserve or
      provision  was made in the  Accounts)  or any such loan or  advance  as is
      referred to in Section 438 of the TCA.

23.39 None of the  Companies has ever incurred any expense or paid any amount in
      consequence  of which any of the  Companies  has been or could be  treated
      under Section 436 or Section 437 of the TCA as having made a  distribution
      treatment of expenses as dividends.

23.40 There has not been in  respect  of any  accounting  period  any  excess of
      distribution  investment  and estate  income within the meaning of Section
      434 (surcharge on investment income) of the TCA.

      Employee Benefits

23.41 No Group  Company has made any payment to or provided  any benefit for any
      officer or employee of any of the  Companies  which is not  allowable as a
      deduction  in  calculating  the  profits  of the  Companies  for  Taxation
      purposes.

23.42

      23.42.1     None  of the  Companies  has  paid  nor has it  agreed  to pay
                  remuneration  to its officers in excess of such amount as will
                  be  deductible  in  computing  the  taxable  profits  of  such
                  company.

      23.42.2     None of the Companies has paid nor has it agreed  to  pay  and
                  will not up to Completion  pay or agree to pay remuneration or
                  compensation for loss of office or make any gratuitous payment
                  or  any  other  payment  in  respect  of  management or  other
                  services   rendered  or  to  be rendered  to  such  company to
                  any of its present or former officers  or employees which will
                  not be  deductible  in computing  the  taxable profits of such
                  company.
<PAGE>

      23.42.3     None of the  Companies  has within the meaning of Chapter I of
                  Part 18 of the TCA received payment in respect of professional
                  services  from  an  accountable  person  (withholding  tax  on
                  professional fees).

23.43 In respect of Section 10 of the Finance Act, 1986 no  circumstance  exists
      which would lead the  Revenue  Commissioners  to withdraw  approval of the
      scheme or to contend that any of the Companies is not a qualifying company
      carrying on a specified trade.

      Distributions

23.44 Save for the BES Scheme in Greenstar  Products  none of the  Companies has
      repaid share  capital or any part thereof and no none of the Companies has
      issued as paid up otherwise than by the receipt of new  consideration  any
      new shares.

23.45 No  distribution  has been made by any of the Companies since 5 April 1976
      within the meaning of Sections  130 to 134  (inclusive)  of the TCA except
      dividends and interest shown in its audited accounts.

23.46 Section 138 (treatment of dividends on certain  preference  shares) of the
      TCA does not apply to any dividend paid by any of the Companies in respect
      of its preference shares.

23.47 None of the Companies has:-

      23.47.1     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 of  description  or passed or
                  agreed to pass any resolution to do so; or

      23.47.2     provided capital to any company  on terms  whereby the company
                  so capitalised  has  in  consideration  thereof issued shares,
                  loan stock or  other  securities  where the terms or any  such
                  capitalisation  were  otherwise than by way of a  bargain made
                  at  arm's length or  where  the  shares, loan stock  or  other
                  securities  acquired  are shown in the  Accounts at a value in
                  excess of its market value at the time of acquisition.

      Rental/Premium

23.48 None of the Companies has effected or entered into any act  transaction or
      arrangement of any nature  whereby it has incurred or may hereafter  incur
      any  liability  under or by virtue of any of Sections  98, 99, 100 and 103
      (treatment of premiums on rental income) of the TCA.

      Manufacturing Relief

23.49 None of the  Companies  has ever claimed  relief under  Chapter I or II of
      Part 14 (manufacturing  relief) of the TCA and the existing  operations of
      the Group Company will continue not to qualify for the relief and there is
      no dispute with the Inspector of Taxes with regard to this relief.

23.50 None of the Companies has entered into a transaction by virtue of which it
      will be chargeable  under Case IV of Schedule D in accordance with Section
      815 of the TCA  (taxation  of income  deemed to arise on sales of  certain
      securities e.g. government/semi-State
      stock).
<PAGE>

23.51 None of the  Companies  is liable to any claim in respect of tax due under
      Section  530 to 531  (inclusive)  and  Section  904 (tax  deductions  from
      payments to subcontractors  in the construction  industry) of the TCA save
      in the ordinary course of business.

23.52 The  provisions of the Waiver of Certain Tax Interest and  Penalties  Act,
      1993 do not have application to any Group Company or any of its officers.
23.53 None of the Companies has made a relevant investment within the meaning of
      Section 481 and Schedule 32 (22) of the TCA.

23.54 No transaction has or had been effected by any of the Companies within the
      last 3 (three) years in respect of which any consent or clearance from the
      Revenue  Commissioners  or any other  taxation  authority was required and
      which consent or clearance (as the case may be) was not obtained.

23.55 None of the Companies has paid any royalties which are exempt in the hands
      of the recipient from taxation  pursuant to Section 234 of the TCA and has
      not been a party to the  payment of any exempt  patent  royalty  dividends
      under the same section.

24    RECORDS

24.1  All proper and necessary  books of account,  minute  books,  registers and
      records have been  maintained by the Companies are in its  possession  and
      contain  information  in accordance  with  generally  accepted  principles
      relating to all  transactions to which the Companies have been a party and
      all such books,  registers  and records are duly written up to date and do
      not contain any material inaccuracies.

24.2  All  documents  relating  to the  Companies  required to be filed with the
      Registrar of Companies  pursuant to the Companies  Acts or under any other
      statute  or  instrument  in force  have been duly filed up to date and all
      statutory  records  required to be kept by the Company have been  properly
      kept.

24.3  The  register  of  members  of  each  of  the  Companies   accurately  and
      sufficiently  records  its  members  from  time  to time  and  none of the
      Companies  have not  received any notice of any  intended  application  or
      proceedings to rectify the said register.

24.4  Each of the  Companies  is in  possession  of all of its  books,  records,
      papers, account ledgers,  financial and other records, deeds and documents
      of title and all other  documents  which are owned by or which ought to be
      in its possession.

25.   LICENCES

25.1  All necessary licences,  consents,  permits and authorisations (public and
      private)  have been  obtained by or on behalf of the  Companies  to enable
      each  of  the  Companies  to  properly  and  effectively  carry  on  their
      respective business in the places and in the manner in which such business
      is now carried on.

25.2  All of the licences,  consents,  permits and authorisations referred to in
      paragraph  26.1 are valid and  subsisting  and none of the Companies is in
      breach of any of the terms or  conditions  of any such  licence,  consent,
      permit or authorisation and so far as the Warrantors are aware there is no
      reason or circumstance  why any of them should be suspended,  cancelled or
      revoked or not renewed on the same or substantially similar terms.
<PAGE>

26.   INVESTIGATIONS

      There are not in  existence,  pending or  threatened  any  investigations,
      enquiries  or   disciplinary   proceedings   by,  or  on  behalf  of,  any
      governmental  or other  body in  respect  of any of the  Companies  or its
      affairs and so far as the  Warrantors  are aware there are no facts likely
      to give rise to such investigation, enquiry or proceedings.

27.   LITIGATION AND DISPUTES

27.1  None  of  the  Companies  is  engaged  in  any  litigation,   arbitration,
      prosecution or other legal,  administrative  or  disciplinary  proceedings
      (whether as plaintiff or defendant or in whatever capacity) or any dispute
      and  has not  been  served  with  any  notice  making  it a  party  to any
      litigation,  arbitration,  prosecution or other legal,  administrative  or
      disciplinary  proceedings  or to any  dispute  save debt  collection  (not
      exceeding an aggregate of  IR(pound)50,000)  by or on behalf of any of the
      Companies in the ordinary  and usual course of its  business,  and no such
      litigation,  arbitration,  prosecution or other legal,  administrative  or
      disciplinary  proceedings  or disputes are threatened or pending either by
      or against any of the  Companies  and so far as the  Warrantors  are aware
      there  are no facts or  circumstances  which  might  give rise to any such
      proceedings or dispute.

27.2  There is no dispute with any revenue  insofar as the  Warrantors are aware
      or other  official  department  in Ireland or elsewhere in relation to the
      affairs of any of the Companies and there are no facts which may give rise
      to a dispute.

27.3  There are no claims pending or threatened,  or capable of arising, against
      any of the Companies, by an employee or workman or third party, in respect
      of any accident or injury, which are not fully covered by insurance.

28.   INSURANCE

      Details of all the policies of insurance held by the Companies are set out
      in the  Disclosure  Letter and all such  policies of insurance are in full
      force and  effect  and so far as the  Warrantors  are  aware  there are no
      circumstances which might lead to any liability under such insurance being
      avoided by the  insurers or the  premiums  being or likely to be increased
      and Completion will not have the affect of  terminating,  or entitling any
      insurer  to  terminate,  cover  under any such  insurance  and no claim is
      outstanding  or may be made under any such policy of  insurance  and there
      are no  circumstances  which  exist or are likely to give rise to any such
      claim.

29.   DOCUMENTS STAMPED

      All documents which in any way affect the right,  title or interest of any
      of the Companies in, or to, any of its property, undertaking or assets, or
      to which any of the  Companies is a party,  and which  attract  stamp duty
      have  been  duly  stamped  and  such  documents  which  ought to be in the
      possession of the Companies are in their possession.
<PAGE>

30.   COMPANIES ACT 1990

      Investigations

30.1  No  application  has been made  pursuant  to Section 7 or Section 8 of the
      Companies  Act, 1990 (the "1990 Act") for the  appointment of an inspector
      to investigate the affairs of any of the Companies and no such application
      is threatened, anticipated or likely.

30.2  None of the  Companies  is the  subject of or  affected by any court order
      made pursuant to Section 12 of the 1990 Act or otherwise the subject of or
      affected  by any  proceedings  instituted  by or  against  any person as a
      result of any investigation of any company's affairs under the 1990 Act.

30.3  None of the  Companies  is  identified  or referred to in any  inspector's
      report made pursuant to Section 11 of the 1990 Act.

30.4  No inspector or inspectors  has or have been appointed by the Minister for
      Enterprise,  Trade and Employment (the "Minister") under Section 14 of the
      1990 Act to  investigate  the  ownership  of any of the  Companies or such
      other matters as are provided for in the said Section 14 and no person has
      been required  pursuant to Section 15 of the 1990 Act to give the Minister
      any  information  as to the persons  interested in shares or debentures of
      any of the Companies.

30.5  No shares in or  debentures of any of the Companies are subject to or have
      been issued in  contravention  of any restriction  under Section 16 of the
      1990 Act and the Companies are not legally or  beneficially  interested in
      any shares in or  debentures  of any company  which are the subject of any
      restriction under or which have been issued in contravention of Section 16
      of the 1990 Act.

30.6  No directions have been given to any of the Companies under or pursuant to
      Section 19 of the 1990 Act in relation to the production of documents.

      Disclosure of Interests in Shares

30.7  Any person who is or has at any time been required under Section 53 of the
      1990 Act, to notify any of the Companies of its interests in any shares in
      or debentures of any of the Companies and such other matters  provided for
      therein has duly complied at all times with his obligations  under Chapter
      1 of Part IV of the 1990 Act.

30.8  The Companies have at all times complied with and continues to comply with
      its obligations under Section 59 of the 1990 Act. The register referred to
      in Section 59 has been fully,  properly and  accurately  kept and does not
      contain any inaccuracies or discrepancies of any kind.

31.   BREACH OF AGREEMENTS OR ARRANGEMENTS

31.1  Insofar as the  Warrantors  are aware none of the  Companies  is in breach
      (whether by commission or omission) of any agreement or contract, to which
      it is a party and which is material to its business.

31.2  None of the  Companies  is as far as the  Warrantors  are aware in default
      (whether by commission  or omission)  under any  contractual  or statutory
      obligation. which materially adversely affects or may adversely affect the
      turnover, trading or financial position, prosperity or prospects of any of
      them.
<PAGE>

31.3  In so far as the  Warrantors  are  aware No  person  with  whom any of the
      Companies have entered into any written  agreement is in material  default
      thereunder or has not complied  with its  obligations  as stated  therein,
      being a default or a  non-compliance  which would have a material  adverse
      effect in the context of the financial or trading position or prospects of
      the  Companies and there are no  circumstances  likely to give rise to any
      such default or non-compliance.

32.   SUPPLIERS AND CUSTOMERS

32.1  Save as disclosed no supplier or customer has  accounted  for more than 15
      (fifteen)%  of the  aggregate  amount  of all  purchases  or  sales of the
      Companies in any of the 3(three)  financial  periods  immediately prior to
      the Accounts  Date and since the Accounts Date no supplier or customer has
      accounted for more than 15 (fifteen)% of the aggregate  purchases or sales
      effected by the Companies or any of them since the Accounts Date.

32.2  No substantial customer or supplier of any of the Companies has during the
      period  commencing  18  (eighteen)  months prior to the Accounts  Date and
      ending  on the date  hereof  ceased or  indicated  an  intention  to cease
      trading with or supplying any of the Companies.

32.3  None of the  Companies  have during the period  commencing  18  (eighteen)
      months  prior to the  Accounts  Date and  ending on the date  hereof  been
      affected  by the loss of any  important  customer  or  supplier  or by any
      abnormal  fact in relation  to a customer  or supplier or by any  disputed
      matter  which  would  adversely  effect its  relationship  with any of its
      customers or suppliers.

33.   COMPETITION LAW

33.1  Insofar as the  warrantors are aware none of the Companies is, nor has not
      been  a  party  to,  engaged  in,  any  agreements,  decisions,  concerted
      practices, arrangements, understandings or activities which are prohibited
      or  void  or in  breach  of the  Competition  Act  1991,  the  Restrictive
      Practices  (Amendment)  Act, 1987, the Mergers,  Take-Overs and Monopolies
      (Control) Act,  1978,  Articles 81 to 90 (inclusive) of the Treaty of Rome
      or legislation  thereunder or any other  competition or anti-trust laws in
      whatever jurisdiction or which have or which ought reasonably to have been
      notified to the Competition  Authority  pursuant to the  Competition  Act,
      1991.

33.2  None of the  Companies is the subject of any  investigation  or threatened
      litigation  by the Minister for  Enterprise,  Trade and  Employment or the
      Competition Authority pursuant to the Competition Act 1991.

33.3  None of the Companies  has  committed  any abuse,  either alone or jointly
      with any other  undertaking,  of a dominant  position  within the European
      Union or Ireland or a substantial part of the European Union or Ireland.

34.   OUTSTANDING OFFERS

      No offer,  tender or the like is  outstanding  which is  capable  of being
      converted  into an obligation of any of the  Companies by  acceptance,  or
      other act, of some other person.

35.   BUSINESS NAMES

      Save as set out in the  Disclosure  Letter the Companies do not use a name
      other than its full corporate name for any purpose.
<PAGE>

36.   TRANSACTIONS INVOLVING DIRECTORS

      None of the Companies has been a party to any  transaction to which any of
      the provisions of Part III of the Companies Act 1990 may apply.

37.   DATA PROTECTION

37.1  The Companies  are not and have never been required to register  under the
      Data Protection,  Act, 1988 (the "Data Act") either as a "data controller"
      or as a "data processor".

37.2  Each of the Companies  are as regards all  "personal  data" (as defined in
      the Data Act) controlled  and/or  processed by it complied in all respects
      with the data  protection  principles  as set out in Section 2 of the Data
      Act.

37.3  The Data Protection  Commissioner has not issued any enforcement  notices,
      information  notices or prohibition  notices  against any of the Companies
      pursuant to Sections 10, 11 and 12 of the Data Act respectively.

38.   SOFTWARE

38.1  All material  software which is used by the Company in connection with its
      business is either  owned  outright by the Company (in which case  details
      are set out in the Disclosure  Letter  together with the terms under which
      such software was written,  commissioned or acquired) or properly licensed
      (in  which  case  details  of the  relevant  licences  are  set out in the
      Disclosure Letter). All licences remain valid and subsisting,  are not for
      a limited  duration,  are not  restricted  to the  processor  on which the
      software  runs and will not be  effected  by any  change in control of the
      Company consequent on the sale of the Shares.

38.2  Each of the Companies has full and complete  copies of all source codes of
      all material  software which it owns. For all software that is licensed to
      any of the  Companies,  such  Company has  satisfactory  arrangements  for
      access to the source codes details of which are set out in the  Disclosure
      Letter.

38.3  Each of the  Companies is in full  compliance  with the  provisions of all
      software licence agreements,  software support and maintenance  agreements
      and all source code escrow  agreements  and so far as the  Warrantors  are
      aware none of the  parties to such  agreements  is in breach of any of its
      obligations under those agreements.





<PAGE>


                                   SCHEDULE 3


                              Deed of Tax Covenant




<PAGE>


THIS DEED OF TAX COVENANT is made on 26th July  2000 BETWEEN

(1)   PDQ CONSULTANTS LIMITED of Frances House, P.O. Box 175, Sir William Place,
      St. Peter Port, Guernsey, Channel Islands;

      SEAMUS CLANCY of 161 Foxrock Park, Foxrock, Dublin 18

      PAUL DEMPSEY of 67 St. Assam's Avenue, Raheny, Dublin 5

      THERMO EUROTECH IRELAND LIMITED of Fitzwilton House, Wilton Place, Dublin
      2

      WILLIAM BODENHAM of  36 Christian Road, Douglas, Isle of Man

      (together the "Covenantors" and each a "Covenantor");

AND

(2)   UNITED  WASTE  IRELAND  LIMITED a company  incorporated  under the laws of
      Ireland having its registered office at 33 Elm Road, Donnycarney, Dublin 9
      (the "Purchaser")

WHEREAS:-

This Deed is entered into pursuant to the provisions of a certain  agreement for
the sale and  purchase  of shares of even date  herewith  made  between  (1) the
Persons  named in Schedule 1 Part 1; (2) the persons named in Schedule 1 Part 2;
(3) the Purchaser; and (4) Thermo Terratech Inc.
(the "Agreement").

NOW IT IS HEREBY AGREED as follows:-

1.    Interpretation

      In this Deed:-

      1.1   unless the context otherwise requires or unless otherwise  specified
            all words and  expressions  defined in the Agreement  shall have the
            same  meaning  in this  Deed  and any  provisions  in the  Agreement
            concerning  matters of  construction  or  interpretation  shall also
            apply in this Deed;

      1.2   "Claim For Taxation" means any claim,  notice,  demand,  assessment,
            letter  or other  document  made or issued  or any  action  taken or
            omission  made by or on behalf of the Revenue  Commissioners  or the
            Inland  Revenue or any  revenue or fiscal  authorities,  customs and
            excise authorities or any other statutory or governmental authority,
            agency, body or official whatsoever in any part of the world whereby
            any Group Company is or may be placed or sought to be placed under a
            Liability  To Taxation  (whether or not it is  primarily  payable by
            such Group  Company and whether or not such Group Company has or may
            have any right of reimbursement);

      1.3   "Liability  To Taxation"  means any  liability  whatsoever to make a
            payment of or in respect of Taxation and includes:-
<PAGE>

            1.3.1 the loss,  reduction or  non-availability  of any Relief which
                  has been treated as an asset of any Group Company in preparing
                  the Accounts and would  otherwise  have been  available to any
                  Group Company  and/or the  setting-off of any Relief which has
                  been treated as an asset of any Group Company in preparing the
                  Accounts and would  otherwise have been available to any Group
                  Company against any profit,  income, gain or receipt or deemed
                  profit, income, gain or receipt; and

            1.3.2 the nullifying,  cancellation, set-off or reduction of a right
                  to repayment of Taxation which has been treated as an asset of
                  any  Group   Company  in  preparing  the  Accounts  and  would
                  otherwise have been available to any Group Company,

            and  in  each  such  case  the   amount  of  the   Relief  so  lost,
            counteracted,  clawed  back or set-off  or the  amount of  repayment
            which  would  otherwise  have been  obtained  shall be treated as an
            amount of Taxation  for which a liability  has arisen and fallen due
            on the date (in the case of a Liability To Taxation  falling  within
            clause  1.3.1 and for  1.3.2)  falling  ten (10) days after the date
            when the  Covenantors  have been  notified by the  Purchaser  or any
            Group Company that the auditors of the Group Company have  certified
            that the  Covenantors  have a liability for a specific  amount under
            this Deed;

      1.4   "Relief" means any relief, allowance,  exemption,  credit, deduction
            or  set-off of  whatsoever  nature in  computing  any  Liability  to
            Taxation or any credit  against  Taxation or in computing or against
            any profit,  income,  gain or receipt of whatsoever nature howsoever
            arising;

      1.5   "Revenue  Authority"  means any tax,  revenue  or  fiscal  authority
            (including  the  Revenue  Commissioners)  and any  other  statutory,
            governmental,  state,  provincial or local  governmental  authority,
            body, court,  tribunal or official whatsoever (whether of Ireland or
            elsewhere in the world)  competent to impose,  administer or collect
            any Taxation or make any  decision or ruling on any matter  relating
            to Taxation;

      1.6   "Tax" or "Taxation"  means within Ireland,  income tax,  corporation
            tax,   advance   corporation   tax,   capital  gains  tax,   capital
            acquisitions  tax,  inheritance  tax,  capital transfer tax, deposit
            interest   retention  tax,  gift  tax,  value  added  tax,  dividend
            withholding  tax,  probate tax, sales tax,  customs and other import
            and export duties, excise tax, wealth tax, property tax, residential
            property tax, vehicle  registration tax, rates,  pay-related  social
            insurance pay as you earn tax,  withholding  tax (whether in respect
            of any payments or otherwise),  and any other taxes, levies, duties,
            charges,  surcharges,  imposts  or  withholdings  corresponding  to,
            similar to, replaced by or replacing any of them,  together with all
            and any penalties,  interest,  fines and charges  relating to any of
            them or to any failure to file any return  required for the purposes
            of any of them;

            and outside Ireland, all taxes, levies, duties, charges, surcharges,
            imposts,  and  withholdings  of  any  nature  whatsoever,  including
            (without  limitation)  taxes on gross or net  Profits  and  taxes on
            receipts,  sales,  use,  occupation,   franchise,  value  added  and
            personal  property,  together with all and any penalties,  interest,
            fines and charges  relating to any of them or to any failure to file
            any return required for the purposes of any of them,
<PAGE>

            regardless  (in either  case) of  whether  any such  taxes,  levies,
            duties, charges, surcharges, imposts, withholdings, penalties, fines
            and  interest  are  chargeable  directly  or  primarily  against  or
            attributable  directly or  primarily  to the Group  Companies or any
            other  person and of whether any amount in respect of any of them is
            recoverable from any other person as mentioned in clause 6 (Recovery
            from Third Parties);

      1.7   "Transactions"  includes  (without  limitation) any act,  failure to
            act,  omission,  transaction  including  (Completion),  event, death
            and/or change of residence;

2     Covenant

      Subject  to  clause 3 hereof  the  Covenantors  hereby  covenant  with the
      Purchaser to pay to the  Purchaser (so far as possible by way of repayment
      of the consideration payable for the Shares under the Agreement) an amount
      equal to any of the following:

      2.1   any  Liability  To  Taxation in respect  of, by  reference  to or in
            consequence of:-

            2.1.1 any act, omission,  event or transaction  occurring or entered
                  into on or before the Accounts Date;

            2.1.2 any  income,  profit,  gain  or  receipt  earned,  accrued  or
                  received or deemed to have been earned, accrued or received on
                  or before the Accounts Date; or

            2.1.3 any  dividend or  distribution  paid or made or deemed to have
                  been paid or made on or before the date of this Deed; and

      2.2   all  reasonable   out-of-pocket  legal  and  accountancy  costs  and
            expenses  reasonably  and  properly  incurred  in  relation  to  any
            demands, actions, proceedings and claims in respect of any Liability
            To Taxation in respect of any of the matters  referred to in clauses
            2.1.1 to 2.1.3 (inclusive).

3     Limitations and Exclusions

3.1   The covenant given in clause 2 (Covenant) shall not cover any Liability To
      Taxation of the Group Companies:-

      3.1.1 to the extent that :-

            provision  or  reserve  for  such  Liability  To Tax was made in the
            Accounts or to the extent that such Taxation was discharged (whether
            by payment or by the  utilisation  of any Relief other than a Relief
            which has been  treated  as an asset in the  Accounts)  prior to the
            Accounts Date and such discharge was reflected in the Accounts;

      3.1.2 to the extent that such  Liability  To Tax would not have arisen but
            for a voluntary transaction,  act or omission effected by any of the
            Group  Companies at any time after  Completion,  other than any such
            transaction, act or omission:-

            (i)   carried  out  or  effected  in either the  ordinary  course of
                  trading (as carried on at Completion); or

            (ii)  carried out or  effected  under a legally  binding  commitment
                  created on or before Completion;

      3.1.3 to the extent that such Liability To Tax arises or is increased as a
            consequence  only of any change in law or practice or the withdrawal
            of any  concession by a Revenue  Authority or a change in accounting
            practice or  principles  entering into force after  Completion  with
            retrospective effect;
<PAGE>

      3.1.4 to the extent that such Liability To Tax arises or is increased as a
            consequence  only of any  increase in any rate of Taxation  entering
            into force after Completion with retrospective effect;

      3.1.5 to the extent  that the  Purchaser  has made  recovery in respect of
            that Liability To Tax by means of a claim for breach of any warranty
            contained in the Agreement;

      3.1.6 to the extent  that that  Liability  To Tax would not have arisen or
            would have been reduced but for a failure or omission on the part of
            the Purchaser  and/or any of the Group Companies after Completion to
            make any  election  or claim any  Relief,  the making or claiming of
            which was taken into account in computing  the  provision or reserve
            for Tax in the Accounts;

      3.1.7 to the  extent  that  that  Liability  To Tax has been  made good by
            insurers or otherwise  compensated for without cost to the Purchaser
            and/or any of the Group Companies;

      3.1.8 to the extent that that Liability To Tax arises or is increased as a
            result  of any  failure  by the  Purchaser  and/or  any of the Group
            Companies to comply with any of the obligations  contained in clause
            5 (Claims),  7 (Returns),  9  (Obligation  to  Mitigate),  10 (Group
            Relief) or 11 (Counter Covenant);

      3.1.9 to the  extent  that  that  Liability  To Tax  arises by reason of a
            voluntary  disclaimer after Completion by any of the Group Companies
            of the whole or part of any capital  allowance  to which any of them
            is entitled or by reason of an amendment to or withdrawal of a claim
            for capital  allowances or by reason of the revocation by any of the
            Group Companies after Completion of any claim for Relief made by any
            of them prior to Completion;

      3.1.10to the extent  that any  Profits to which that  Liability  To Tax is
            attributable  were not  reflected in the Accounts but were  actually
            earned  or  received  by or  actually  accrued  to any of the  Group
            Companies;

      3.1.11to the extent that that  Liability  To Tax arises as a result of any
            changes after  Completion in the  accounting  methods or policies of
            the Purchaser and/or any of the Group Companies; or

      3.1.12to the extent that that  Liability  To Tax would not have arisen but
            for a  cessation  of, or any change in the nature or conduct of, any
            trade carried on by any of the Group Companies, being a cessation or
            change occurring on or after Completion.

3.2   The liability of the  Covenantors  under both this deed and the warranties
      set out in Schedule 2 to the  Agreement in respect of all  Liabilities  To
      Tax however and whenever  arising shall not exceed in aggregate 50% of the
      total  consideration  payable  for  the  Shares  under  clause  3  of  the
      Agreement.

3.3   This deed shall be subject to the  limitations  set out at  Schedule 9
      of the Agreement.

4     Payment

4.1   All sums payable by the Covenantors under this Deed shall be paid free and
      clear of all deductions and withholdings and free and clear of any set-off
      or  counter  claim  provided   however  that  if  any  such  deduction  or
      withholding is required by law, the Covenantors  shall pay to the relevant
      party  hereto such  additional  amount as shall be required to ensure that
      the net amount  received by such party  shall equal the full amount  which
      that party  would have been  entitled to receive if no such  deduction  or
      withholding had been made.
<PAGE>

4.2   If any sum payable by the  Covenantors  to the  Purchaser  under this Deed
      shall be subject to a Liability to Tax in the hands of the Purchaser,  the
      Covenantors  shall  be  under  the same  obligation  to make an  increased
      payment in relation to that  Liability  to Tax as if the  liability  was a
      deduction or withholding required by law.

5     Claims

5.1   If the Purchaser or any of the Group Companies  becomes aware of any Claim
      For Taxation  relevant for the purposes of this deed, the Purchaser  shall
      give notice of or shall  procure  that notice  thereof is given as soon as
      practicable  (and in any event,  in the case of an assessment to Taxation,
      within  ten (10)  Business  Days of  becoming  aware  of the  same) to the
      Covenantors in the manner  hereinafter  provided and (without prejudice to
      clause 4 (Payment))  as regards any such Claim For Taxation the  Purchaser
      shall itself or shall procure that any of the Group Companies shall at the
      request of the Covenantors  take such action and provide such  information
      and  assistance  (including,  without  limitation,  access to premises and
      personnel) as the  Covenantors  may request in writing to avoid,  dispute,
      resist,  appeal,  postpone,  compromise,  settle or  defend  the Claim For
      Taxation and any  adjudication in respect thereof subject to the Purchaser
      and/or the relevant Group Company being  indemnified  to their  reasonable
      satisfaction  against  all  reasonable  costs  and  expenses  which may be
      properly incurred thereby.  The Covenantors may request in writing to take
      on or take  over at their  own  expense  the  conduct  of any  proceedings
      arising in connection with any Claim For Taxation as is mentioned above.

5.2   The Purchaser and each of the Group  Companies shall be at liberty without
      reference to the Covenantors to admit,  compromise,  settle,  discharge or
      otherwise  deal  with any  Claim  For  Taxation  if the  Covenantors  upon
      receiving  notice  pursuant to clause 5.1 above do not within  thirty (30)
      Business  Days make any such  request in writing as is mentioned in clause
      5.1 above.

5.3   If the  Covenantors  make any such request in writing as is referred to in
      clause 5.1, the Purchaser shall procure that the Covenantors or their duly
      authorised  agents are provided (subject to reasonable notice being given)
      with all such  correspondence  and documentation  relating to the relevant
      Claim For Taxation as they may reasonably require.

5.4   For the avoidance of doubt and other than in the  circumstances  specified
      in clause 5.2, the Purchaser shall or shall procure that the Group Company
      shall notify the  Covenantors at least five (5) Business Days prior to the
      compromise or  settlement of any Claim For Taxation  referred to in clause
      5.1 or prior to  agreeing  any matter  which may affect the outcome of any
      dispute or negotiation  with any Revenue  Authority in relation to a Claim
      For Taxation referred to in clause 5.1.

6     Recovery from Third Parties

6.1   If the  Covenantors  are due to pay or have paid an amount in  respect  of
      Taxation under this deed, and any Group Company is entitled to immediately
      recover or at some subsequent date becomes entitled to recover (whether by
      payment,  discount,  credit,  Relief or otherwise)  from any person (other
      than a Group  Company  but  including  any Revenue  Authority)  any sum in
      respect  of the  Liability  To Tax  which  has  resulted  in that  payment
      becoming due from the  Covenantors,  then the Purchaser shall procure that
      the Group  Company shall notify the  Covenantors  of this  entitlement  to
      recover and shall,  if so requested by the  Covenantors and subject to the
      Purchaser  and the  relevant  Group  Company  being  indemnified  to their
      reasonable  satisfaction by the Covenantors  against all reasonable  costs
      and expenses  incurred,  take all reasonable  actions necessary to enforce
      that entitlement to recover.
<PAGE>

6.2   Where the  Covenantors  have  actually  made a payment  under this deed in
      respect of the  Liability To Tax referred to in clause 6.1, the  Purchaser
      shall account to the Covenantors for the lower of:-

      6.2.1 the  amount  paid by the  Covenantors  under this deed in respect of
            that Liability To Tax; and

      6.2.2 the sum  recovered by the Group  Company in respect of the Liability
            To Tax (including any interest or repayment  supplement  paid by the
            Revenue  Authority  or  other  person  on or in  respect  of the sum
            recovered).

7     Returns

7.1   The Covenantors or their duly authorised agent shall:-

      7.1.1 prepare the Tax returns of the Group  Companies  for all  accounting
            periods  ended on or prior to the Accounts  Date, to the extent that
            the same shall not have been prepared before Completion;

      7.1.2 prepare all  documentation and deal with all matters relating to the
            Tax returns of the Group Companies for all accounting  periods ended
            on or prior to the Accounts Date.

7.2   The Purchaser shall procure that the Group Companies shall:-

      7.2.1 afford  such  reasonable  access to their  records as is required to
            enable the Covenantors or their duly authorised agent to prepare the
            Tax returns and conduct any matters  relating  thereto in accordance
            with the Covenantors' rights under this clause 7; and

      7.2.2 cause the Tax  returns  mentioned  in clause  7.1 to be  authorised,
            signed and submitted to the appropriate  Revenue  Authority  without
            amendment or with such amendments as the Covenantors shall agree and
            shall give the Covenantors or their agent all such assistance as may
            be required  to agree those  returns  with the  appropriate  Revenue
            Authority.

7.3   Under no  circumstances  will the Purchaser be obliged to procure that the
      Group  Companies  take any such  action as is  mentioned  in clause 7.2 in
      relation  to any Tax return  that is not full,  true and  accurate  in all
      material respects.

8     Over-Provisions and Reliefs

8.1   The  Covenantors  may request the auditors for the time being of any Group
      Company to certify that any provision  for Tax in the Accounts  (excluding
      any provision for deferred Tax) has proved to be an over-provision, and if
      the  auditors so certify then the amount of such  over-provision  shall be
      dealt with in accordance with clause 8.4.
<PAGE>

8.2   The  Covenantors  may request the auditors for the time being of any Group
      Company to  certify  that any  Liability  To Tax which has  resulted  in a
      payment having been made or becoming due from the  Covenantors  under this
      deed will give rise to a Relief  for any  Group  Company  which  would not
      otherwise have arisen, and if the auditors so certify then as and when the
      liability of any Group Company to make an actual  payment of or in respect
      of Tax is reduced,  by reason of that Relief and after  taking  account of
      the  effect  of all other  Reliefs  that are or  become  available  to the
      relevant  Group Company  (including  any Relief  derived from a subsequent
      accounting  period),  from the amount that that liability  would have been
      but  for the  availability  of that  Relief,  the  amount  by  which  that
      liability is so reduced shall be dealt with in accordance with clause 8.4.

8.3   Where any such  certification  as is  mentioned  in clauses 8.1 or 8.2 has
      been made, the  Covenantors or the Purchaser or the relevant Group Company
      may request the auditors for the time being of the relevant  Group Company
      to review such  certification in the light of all relevant  circumstances,
      including any facts which have become known only since such certification,
      and to certify whether such certification  remains correct or whether,  in
      the light of those circumstances,  the amount that was the subject of such
      certification should be amended.

8.4   Where  it is  provided  under  clause  8.1 or 8.2  that  any  amount  (the
      "Amount") is to be dealt with in accordance with this clause 8.4:-

      8.4.1 the Amount  shall first be set off against any payment then due from
            the Covenantors under this deed;

      8.4.2 to the  extent  there is a  surplus,  a refund  shall be made to the
            Covenantors  of  any  previous  payment  or  payments  made  by  the
            Covenantors  under this deed and not previously  refunded under this
            clause up to the amount of such surplus; and

      8.4.3 to the extent that the surplus  referred to in  sub-clause  8.4.2 is
            not exhausted  under that  paragraph,  the remainder of that surplus
            shall be refunded promptly to the Covenantors.

8.5   If the  auditors  certify  under  clause  8.3  that an  amount  previously
      certified  should be amended,  that  amended  amount shall be used for the
      purposes  of clause 8.4 as the Amount in respect of the  certification  in
      question in place of the amount originally certified,  and such adjustment
      payment as may be  required  by virtue of such usage shall be made as soon
      as  practicable  by  the  Covenantors  or  (as  the  case  may  be) to the
      Covenantors.

9     Obligation to Mitigate

9.1   If the Covenantors so request in writing, the Purchaser shall procure that
      the Group  Companies  take all such steps as the  Covenantors  may require
      to:-

      9.1.1 use all such Reliefs  arising as a consequence of or by reference to
            any  Transaction  occurring  (or  deemed  to  occur)  on  or  before
            Completion  or in respect of a period ended on or before  Completion
            as are  available to the Group  Companies to reduce or eliminate any
            Liability To Tax in respect of which the  Purchaser  would have been
            able to make a claim against any of the Covenantors  under this deed
            (such Reliefs including, without limitation,  Reliefs made available
            to a company by means of a surrender from another company), the said
            use  being  to  effect  the  reduction  or  elimination  of any such
            Liability  To Tax to the extent  specified  by the  Covenantors  and
            permitted  by  law,  and  to  provide  to  the  Covenantors,  at the
            Covenantors'  expense, a certificate from the auditors (for the time
            being) of the Group  Company  confirming  that all such Reliefs have
            been so used;
<PAGE>

      9.1.2 make all such claims,  amendments to claims,  withdrawals  of claims
            and  elections  specified  by  the  Covenantors  in  respect  of any
            accounting   period  of  the  Group  Companies   commencing   before
            Completion  as have the effect of reducing or  eliminating  any such
            Liability To Tax as is mentioned in clause  9.1.1,  provided that no
            such  claims,  amendments  to  claims,   withdrawals  of  claims  or
            elections  shall require the Group Companies to use any Relief which
            arises solely as a  consequence  of or by reference to a Transaction
            occurring  (or deemed to occur) after  Completion or in respect of a
            period commencing after Completion; and

      9.1.3 allow the Covenantors to reduce or eliminate any Liability To Tax by
            surrendering,  or procuring  the surrender by any company other than
            the Group  Companies,  of Group Relief or to the Group  Companies to
            the extent  permitted  by law but without any payment  being made in
            consideration for such surrender.

10    Group Relief

10.1  The Purchaser  shall procure that the Group  Companies  shall surrender to
      the Covenantors or to any subsidiary  specified by the  Covenantors  (upon
      receiving a written request from the Covenantors) all such Group Relief as
      the  Covenantors  may  decide in their sole  discretion  in respect of any
      accounting  period of the Group  Companies ended on or before the Accounts
      Date.

10.2  The  Purchaser  agrees  that it will,  and  will  procure  that the  Group
      Companies will, use all reasonable  efforts to procure that full effect is
      given to the surrenders to be made under clause 10.1 (including submitting
      all relevant  forms) and that such  surrenders  are allowed in full by any
      Revenue Authority.

10.3  The  Covenantors  shall  pay to  such  of the  Group  Companies  as is the
      surrendering  company in respect of a surrender  under  clause 10.1 or, as
      the  case  may  be,  shall   procure  that  the  relevant   subsidiary  or
      subsidiaries of the Covenantors shall pay to that  surrendering  company a
      sum equal to the amount of corporation  tax from which the company that is
      the claimant  company in respect of such  surrender  has been  relieved by
      virtue of that surrender being validly and effectively made.  However,  no
      such  payments  shall be made if and to the extent that payment in respect
      of any  such  surrender  has  been  made  on the  basis  specified  in the
      foregoing  provisions  of this  clause  10.3 on or before the date of this
      deed.  Any sum payable under this clause 10.3 shall be paid on the date on
      which any corporation tax chargeable on the taxable profits of the company
      that is the claimant  company in respect of the  surrender in question for
      its  accounting  period to which that  surrender  relates  becomes due and
      payable (or would have become due and  payable  had the  claimant  company
      incurred any liability to  corporation  tax in respect of that  accounting
      period).

10.4  If any payment is made in accordance  with clauses 10.1,  10.2 and/or 10.3
      in respect of any  surrender  of Group  Relief made under  clause 10.1 and
      notwithstanding the surrender, corporation tax is charged (for any reason)
      in respect of the taxable profits that the relevant surrender was intended
      to relieve from such tax, the  Purchaser  shall  procure that the relevant
      Group Company or Companies shall  immediately  repay to the Covenantors or
      to the relevant  subsidiary or subsidiaries of the Covenantors either such
      part of that sum as is  attributable  to the element of the surrender that
      did not have the effect of  relieving  from  corporation  tax the  taxable
      profits  intended  to be  relieved  by  virtue  of that  surrender  or, as
      relevant,  the sum previously  paid in respect of the surrender under this
      clause 10.

11    Counter Covenant

11.1  The Purchaser,  the Group Companies hereby jointly and severally  covenant
      with the  Covenantors to pay to the  Covenantors an amount equal to any of
      the following:-
<PAGE>

      11.1.1any liability or increased  Liability To Tax of the  Covenantors  or
            any  of  their  subsidiaries  which  arises  as a  result  of  or by
            reference  to any  reduction  or  disallowance  of Group Relief that
            would  otherwise  have  been  available  to the  Covenantors  or the
            relevant subsidiaries where and to the extent that such reduction or
            disallowance occurs as a result of or by reference to:-

            (i)   any total or partial  withdrawal or amendment  effected by the
                  Group  Companies  after  Completion  of or to any surrender of
                  Group Relief which was submitted to a Revenue  Authority on or
                  before Completion in respect of any accounting period ended on
                  or before Completion; or

            (ii)  any total or partial  amendment to a claim or  withdrawal of a
                  claim  made by the Group  Companies  after  Completion  of any
                  capital allowances available to the Group Companies in respect
                  of any accounting period ended on or before Completion;

      11.1.2any liability or increased  Liability To Tax of the  Covenantors  or
            any of their  subsidiaries  which  arises to or is imposed  upon the
            Covenantors  or any of their  subsidiaries  where such  liability or
            increased  Liability  To Tax is  directly  or  primarily  chargeable
            against or attributable to another person, firm or company;

      11.1.3any   out-of-pocket   legal  and   accounting   costs  and  expenses
            reasonably and properly  incurred by the Covenantors or any of their
            subsidiaries  in  connection  with  any  such  Liability  to  Tax or
            increased  Liability To Tax (or Claim For Taxation) or in taking any
            action under this clause 11.1.

11.2  If the Covenantors  become aware of a Claim For Taxation  relevant for the
      purposes of clause 11.1,  the  Covenantors  shall notify the  Purchaser of
      that Claim For Taxation in writing,  and the Covenantors  shall or, as the
      case may be, shall procure that the relevant subsidiary of theirs will (if
      the  Purchaser  shall  indemnify  the  Covenantors   and/or  the  relevant
      subsidiary of theirs to the Covenantors'  reasonable  satisfaction against
      all losses,  costs,  damages and expenses,  including  interest on overdue
      Tax,  which  may be  incurred  thereby)  take  such  action  and give such
      information   and  assistance  in  connection  with  the  affairs  of  the
      Covenantors and/or the relevant  subsidiary of theirs as the Purchaser may
      reasonably  and promptly  request in writing to avoid,  resist,  appeal or
      compromise the Claim For Taxation.

11.3  The  Covenantors  will be  under  no  obligation  to  appeal  against  any
      assessment  to Tax or to procure  that any  subsidiary  of theirs  appeals
      against any assessment to Tax if, following  notification to the Purchaser
      in writing as set out in clause  11.2,  the  Covenantors  or the  relevant
      subsidiary  of theirs have not within  fifteen  (15)  Business  Days after
      making  such  notification  received  instructions  in  writing  from  the
      Purchaser, in accordance with clause 11.2, to make that appeal.

11.4  The actions which the Purchaser may  reasonably  request under clause 11.2
      shall include  (without  limitation) the  Covenantors  and/or the relevant
      subsidiary of theirs applying to postpone (so far as legally possible) the
      payment of any Tax and/or  allowing the  Purchaser to take on or take over
      at its own  expense  the  conduct  of all or any  proceedings  arising  in
      connection with the Claim For Taxation in question.
<PAGE>

11.5  If the Purchaser  becomes liable to make any payment under clause 11.1 the
      due date for the  making of that  payment  shall be the date that is three
      (3) Business Days before the last date on which the Covenantors or, as the
      case may be, the relevant subsidiary of theirs would have had to have paid
      to the  relevant  Revenue  Authority  the Tax that has  given  rise to the
      Purchaser's  liability  under  clause  11.1 in order to avoid  incurring a
      liability  to  interest  or a charge or penalty in respect of that Tax. If
      any payment  required to be made by the Purchaser under clause 11.1 is not
      made by the due date for the making  thereof,  then,  except to the extent
      that  the  Purchaser's   liability  under  clause  11.1   compensates  the
      Covenantors  for the late  payment by virtue of its  extending to interest
      and penalties,  that payment shall carry interest from that due date until
      the date when the  payment is  actually  made at the rate of two per cent,
      above the base rate from time to time of Bank of Ireland plc.

11.6  All sums payable by the Purchaser to the Covenantors  under this clause 11
      shall be paid free and clear of all deductions or withholdings whatsoever,
      save only as may be required by law.

11.7  If any deductions and/or  withholdings are required by law to be made from
      any sums mentioned in clause 11.6 the Purchaser shall be obliged to pay to
      the Covenantors such sum as will, after the deductions and/or withholdings
      are made,  leave the  Covenantors  with the same amount as they would have
      been entitled to receive if no such  deductions  and/or  withholdings  had
      been required to be made.

11.8  If any sum payable by the Purchaser to the  Covenantors  under this clause
      11 (other than interest under clause 11.5) shall be subject to a Liability
      To Tax in the hands of the  Covenantors,  the Purchaser shall be under the
      same obligation to make an increased payment in relation to that liability
      to Tax as if the  liability  were a deduction or  withholding  required by
      law.

12    Liability of Covenantors

      For the  avoidance  of doubt,  the  Covenantors  will not be  jointly  and
      severally  liable  in  respect  of any  liability  to  make a  payment  in
      accordance with Clause 2 (Covenant).  The Covenantors shall only be liable
      to make any  payments  in  respect of any  liability  to make a payment in
      accordance with Clause 2 (Covenant) in the following proportions:-

      Seamus Clancy                             9.6%
      Paul Dempsey                              5.00%
      PDQ Consultants Limited                  19.0%
      Thermo EuroTech Ireland Limited          66.4%

13    Miscellaneous

      The  provisions  of  clause  13  (Waiver,   Release  and   Remedies),   14
      (Counterparts), 15 (Assignment), 16 (Notices), 17 (Variation), 18 (Further
      Assurance and Information),  21  (Severability)  and 23 (Governing Law and
      Jurisdiction) of the Agreement shall apply to this Deed mutatis mutandis.


IN WITNESS  whereof  this Deed has been duly  executed  on the date shown at the
beginning of this Deed.



<PAGE>



SIGNED SEALED AND DELIVERED
by William Bodenham
in the presence of:-
                                             --------------------------------
                                             (Signature)
-------------------------------
Witness
--------------------------------
Address
--------------------------------

--------------------------------
Occupation


SIGNED SEALED AND DELIVERED
by Seamus Clancy
in the presence of:-
                                             --------------------------------
                                             (Signature)
-------------------------------
Witness
--------------------------------
Address
--------------------------------

--------------------------------
Occupation


SIGNED SEALED AND DELIVERED
by Paul Dempsey
in the presence of:-
                                             --------------------------------
                                             (Signature)
-------------------------------
Witness
--------------------------------
Address
--------------------------------

--------------------------------
Occupation


Present when the Common Seal of
THERMO EUROTECH IRELAND LIMITED
was affixed hereto:-
                                             ------------------------------
                                             Director

                                             ------------------------------
                                             Director/Secretary

<PAGE>

Present when the Common Seal of
UNITED WASTE IRELAND LIMITED
was affixed hereto:-
                                             ---------------------------------
                                             Director

                                             ---------------------------------
                                             Director/Secretary


Present when the Common Seal of
PDQ CONSULTANTS LIMITED
was affixed hereto:-
                                             ---------------------------------
                                             Director

                                             ---------------------------------
                                             Director/Secretary


<PAGE>


                                   SCHEDULE 4

                                    Directors

                         GREEN SUNRISE HOLDINGS LIMITED

Names               Addresses

John Appleton            P.O. Box 2034, 75  Marina Height, New Castle, NH  0385,
                         USA

Helen Bodenham           36 Christian Road, Douglas, Isle of Man

William Bodenham         36 Christian Road, Douglas, Isle of Man

Seamus Clancy            161 Foxrock Park, Dublin 18, Ireland

Daniel O'Sullivan        5 Beaufort Park, Turners Cross, Co. Cork

Robert Dunlap            94 Crest Road, Wellesley, MA 0248204693 USA

Geoffrey Powell          1 Walnut Street, Acton MA 01720, USA

Godfried Stevens         Heinsiuslaan 11, 3818 JE Amersfoort, Netherlands.

Paul Dempsey             67 St. Assams Avenue, Raheny, Dublin 5.


Secretary                Sandra Lambert

Assistant Secretary      Helen Bodenham


                                 GROUP COMPANIES

GREENSTAR PRODUCTS LIMITED              William Bodenham
                                        Helen Bodenham
                                        Fritz Stevens
                                        John Appleton
                                        Seamus Clancy
                                        Leo Donovan
                                        Sandra Lambert as secretary
                                        Helen Bodenham as assistant secretary

GREENSTAR RECYCLING LIMITED             William Bodenham
                                        Helen Bodenham
                                        Fritz Stevens
                                        Leo Donovan
                                        Seamus Clancy
                                        John Appleton
                                        Sandra Lambert as secretary
                                        Helen Bodenham as assistant secretary
<PAGE>


PIPE AND DRAIN SERVICES LIMITED         Helen Bodenham
                                        William Bodenham
                                        Padraic Duggan
                                        Fritz Stevens
                                        Dan O Sullivan
                                        Sandra Lambert as secretary
                                        Helen Bodenham as assistant secretary

GREEN SUNRISE INDUSTRIES LIMITED        Helen Bodenham
                                        William Bodenham
                                        Frits Stevens
                                        John Appleton
                                        Seamus Clancy
                                        Sandra Lambert as secretary
                                        Helen Bodenham as assistant secretary

A AUTO ROD LIMITED                      Padraic Duggan
                                        Helen Bodenham
                                        William Bodenham
                                        Frits Stevens
                                        John Appleton
                                        Sandra Lambert as secretary
                                        Helen Bodenham as assistant secretary

DEMPSEY DRUMS LIMITED                   Fritz Stevens
                                        Paul Dempsey
                                        Seamus Clancy


SCAFFCO IPR LIMITED                     Ken Little
                                        Seamus Clancy
                                        William Bodenham




<PAGE>


                                   SCHEDULE 5

 Limitation of liability under the Warranties and the Deed of Tax Covenant

1.   The   Purchaser   confirms   that  it  has  not  relied  on  any  warranty,
     representation  or  undertaking  of the  Vendors (or any of them) or of any
     other person save for the representations and warranties  expressly set out
     in this Agreement.

1.2  Notwithstanding  anything  to the  contrary  contained  in clause 7 of this
     Agreement or the Deed of Tax  Covenant,  the  Warranties  and the covenants
     contained in the Deed of Tax Covenant  shall be qualified by the provisions
     of this Schedule 5.

1.3. The Vendors shall not be liable in respect of any claim or claims under the
     Warranties  or the covenants in the Deed of Tax Covenant to the extent that
     the  matter  or  matters  giving  rise to such  claim or  claims  have been
     disclosed in this  Agreement (or arise from  implementation  of same) or in
     any of the  Schedules  to this  Agreement  or in the  Disclosure  Letter or
     attached to the Disclosure Letter.

1.4  The liability of the Vendors in respect of any breach of the  Warranties or
     the  covenants  contained in the Deed of Tax  Covenant  shall be limited as
     follows:-

     1.4.1The aggregate  maximum  liability of the Vendors in respect of any and
          all claims  under the  Warranties  and under the Deed of Tax  Covenant
          (excluding  the  Environmental  Warranty)  shall  in no  event  exceed
          IR(pound)2  million and the aggregate maximum liability of each Vendor
          in  respect   thereof   shall  not  exceed  its  Relevant   Percentage
          (hereinafter defined) of this amount;

     1.4.2The aggregate  maximum  liability of the Vendors in respect of any and
          all claims  under the  Environmental  Warranty  without  prejudice  to
          clause 1.4.1 above shall in no event exceed IR(pound)1 million and the
          aggregate  maximum  liability of each Vendor  under the  Environmental
          Warranty  shall  not  exceed  its  Relevant  Percentage   (hereinafter
          defined) of this amount;

     1.4.3The Warranties and the covenants contained in the Deed of Tax Covenant
          are given by each of the  Vendors  on a several  basis and each of the
          Vendors'  maximum  liability  in respect of the amount of any claim or
          claims under the  Warranties  or under the Deed of Tax Covenant  shall
          subject to  paragraph  1.4.1 be its Relevant  Percentage  (hereinafter
          defined) of the total liability in that respect;

     1.4.4For the  purposes  of  paragraphs  1.4.1 - 1.4.3 the  expression  "its
          Relevant  Percentage"  shall  mean  in  relation  to each  Vendor  the
          percentage  proportion  which those of the shares  which it is selling
          under this Agreement bears to the Shares;

     1.4.5The  Vendors  shall not be liable in  respect  of any claim  under the
          Warranties  or under the Deed of Tax Covenant  unless the loss thereby
          sustained exceeds IR(pound)20,000.

     1.4.6The Vendors  shall not be liable in respect of any and all claims made
          by the  Purchaser  under  the  Warranties  or  under  the  Deed of Tax
          Covenant  unless  and  until the  aggregate  cumulative  loss  thereby
          sustained  in respect of any and all such claims  (ignoring  for these
          purposes  the  amounts  of any and all  claims in respect of which the
          Vendors  do not have  any  liability  pursuant  to the  provisions  of
          paragraph  1.4.5)  exceeds  IR(pound)175,000  in which event  (subject
          always to the  provisions  of this  Schedule 5) the  Vendors  shall be
          liable for the amount of such loss in excess of IR(pound)100,000.
<PAGE>

1.5  No claim under the  Warranties  or under the Deed of Tax Covenant  shall be
     deemed to have been made  unless  notice in writing of such claim is served
     on the Vendors specifying in reasonably sufficient detail the event, matter
     or default  which gives rise to the claim,  the breach that results and the
     amount claimed.

1.6  Subject to paragraph  1.12, any claim in respect of which notice shall have
     been given in accordance  with paragraphs 1.5 and 1.6 above shall if it has
     not been previously satisfied,  settled or withdrawn be deemed to have been
     irrevocably  withdrawn  and lapsed  unless  proceedings  in respect of such
     claim have been  issued and served on the Vendors not later than the expiry
     of the period of 6 (six) months from and including the date of such notice.

1.7

     1.7.1Where the Purchaser  and/or any of the Companies is or is likely to be
          entitled to recover  from some other  person any sum in respect of any
          matter  giving rise to a claim for breach of the  Warranties  or under
          the Deed of Tax  Covenant  then the  Purchaser  and/or  the  Companies
          shall,  prior to making any claim,  at the  election  of the  Vendors,
          either  procure  that  reasonable  steps  are  taken to  enforce  such
          recovery or allow the Vendors  subject to the prior consent in writing
          of the Purchaser,  such consent not to be unreasonably withheld (using
          professional  advisers  nominated by the Vendors) to take on behalf of
          the  Purchaser  and/or the Companies  such action and  institute  such
          proceedings  as may be  reasonably  necessary to enforce such recovery
          and if any  sum is so  recovered  by,  on  behalf  of or  paid  to the
          Purchaser  and/or the Companies then the amount  otherwise  payable by
          the  Vendors in  respect  of that claim  shall be reduced by an amount
          equal  to the  sum so  recovered  (less  the  Purchaser's  and/or  the
          Companies'  reasonable  costs and  expenses of  recovering  it and any
          taxation  payable by the Purchaser and/or the Companies as a result of
          its receipt).  The Vendors shall fully indemnify the Purchaser  and/or
          the Companies  against all reasonable costs and expenses incurred as a
          result of any action  taken by the  Purchaser,  the  Companies  or the
          Vendors,  pursuant to this paragraph 1.7.1. For the avoidance of doubt
          none of the Vendors shall settle or compromise  any claim or action or
          proceedings  without  first  obtaining the prior consent in writing of
          the Purchaser, (not to be unreasonably withheld).

     1.7.2If  subsequent  to any  payment  made by the  Vendors  in respect of a
          claim for a breach of any of the  Warranties or a claim under the Deed
          of Tax  Covenant  any  fact,  event or  matter  occurs or comes to the
          knowledge  of  any of the  parties  hereto  which  would  entitle  the
          Purchaser  and/or the  Companies  to recover from some other person in
          respect of that claim then the Purchaser  and/or the Companies  shall,
          at the election of the Vendors,  either procure that reasonable  steps
          are taken to enforce such recovery or allow the Vendors subject to the
          prior  consent  in writing of the  Purchaser  (not to be  unreasonably
          withheld) (using  professional  advisers  nominated by the Vendors) to
          take on behalf of the Purchaser  and/or the Companies  such action and
          institute such  proceedings as may be reasonably  necessary to enforce
          such  recovery and there shall be repaid to the Vendors any amounts so
          recovered  by,  on  behalf  of, or paid to the  Purchaser  and/or  the
          Companies (less the Purchaser's and/or the Companies  reasonable costs
          and  expenses  of  recovering  it  and  any  taxation  payable  by the
          Purchaser  and/or the Companies as a result of its receipt) or if less
          the amount of any such payment by the Vendors. The Vendors shall fully
          indemnify the Purchaser  and/or the Companies  against all  reasonable
          costs and  expenses  incurred  as a result of any action  taken by the
          Purchaser,  the  Companies or the Vendors  pursuant to this  paragraph
          1.7.2.
<PAGE>

1.8  Without  prejudice to the  generality of paragraph 1.7 above the provisions
     of paragraph 1.7 shall apply:-

     1.8.1where the  Companies  are entitled to recover from their  insurers any
          sum in  respect  of any  matter  giving  rise  to a  claim  under  the
          Warranties; or

     1.8.2to the extent that the Vendors are liable to the  Purchaser  under the
          Warranties  or  under  the  Deed  of  Tax  Covenant  by  reason  of an
          obligation  of the  Companies to pay advance  corporation  tax and the
          Companies   obtain  the  benefit  of  or  reduction  in  liability  to
          mainstream  corporation  tax by  reason  of  such  payment,  then  the
          Purchaser  shall procure that the Companies shall make all such claims
          and  elections  as will  result in such  benefit  or  reduction  being
          obtained as soon as reasonably possible.

1.9  The  Vendors (or any of them) shall have no  liability  (or such  liability
     shall  be  reduced)  in  respect  of any  claim  for  breach  of any of the
     Warranties or any claim under the Deed of Tax Covenant:-

     1.9.1if and to the extent that  allowance,  provision  or reserve for or in
          respect of the liability or other matter giving rise to such claim has
          been made in the Accounts or such liability or matter was specifically
          referred to in the notes to the Accounts;

     1.9.2if and to the extent that any liability of the  Companies  included in
          the  Accounts  has been  discharged  or  satisfied  below  the  amount
          attributed to it or included in respect of it in the Accounts;

     1.9.3if and to the extent that any  contingency  or other matters  provided
          against in the Accounts has been over-provided for;

     1.9.4if and to the  extent  that such  claim  occurs or is  increased  as a
          result of any change in  legislation  after the date of this Agreement
          (or any legislation not in force at the date of this Agreement)  which
          takes effect  retrospectively or the withdrawal after the date of this
          Agreement of any published  concession or published  general  practice
          previously made by the Revenue Commissioners or other taxing authority
          (both  within and  outside  Ireland) or occurs as a  consequence  of a
          change  in the  interpretation  of the  law  after  the  date  of this
          Agreement in any jurisdiction (both within and outside Ireland);

     1.9.5if and to the  extent  that such  claim  occurs or is  increased  as a
          result of any increase in the rate of taxation in force at the date of
          this Agreement;

     1.9.6if and to the  extent  that  such  claim  occurs  as a result of or is
          otherwise   attributable   to  the  Purchaser   and/or  the  Companies
          disclaiming  any part of the  benefit of  capital or other  allowances
          against  Taxation  claimed or  proposed to be claimed on or before the
          date of this Agreement;

     1.9.7if and to the extent that such claim is  attributable  to or would not
          have  arisen or would  have been  reduced  or  eliminated  but for any
          voluntary act, omission,  transaction or arrangement carried out after
          Completion by the  Purchaser,  the Companies  and/or any subsidiary of
          the Purchaser  and/or any person  connected with the Purchaser  and/or
          the  Companies  otherwise  than in the  ordinary  and usual  course of
          business of the Companies as presently carried on;
<PAGE>

     1.9.8if and to the extent  that such claim  would not have  arisen or would
          have been reduced or eliminated but for the failure or omission on the
          part  of the  Purchaser  or the  Companies  or any  subsidiary  of the
          Purchaser or any person  connected with the Purchaser or the Companies
          to make any  claim,  election,  surrender  or  disclaimer  or give any
          notice of consent or do any other  thing under the  provisions  of any
          enactment or  regulation  relating to Taxation  after  Completion  the
          making,  giving or doing of which was taken into  account in computing
          the provision for Taxation in the Accounts;

     1.9.9if and to the extent that such claim  relates to or is  increased by a
          claim or liability  for  Taxation  which would not have arisen but for
          any winding up or cessation after  Completion of any trade or business
          carried on by the Companies;

     1.9.10if and to the extent  such claim  would not have arisen or would have
          been reduced or eliminated  but for a change of  accounting  policy or
          practice of the Companies after Completion;

     1.9.11if and to the  extent  that  the  Companies  are  entitled  to  claim
          indemnity against any loss or damage suffered by the Companies arising
          out of such breach or claim under the terms of any insurance policy of
          the Companies;

     1.9.12 if and to the  extent  of the  amount  by  which  any  asset  of the
          Companies shall have been under-stated in the Accounts;

     1.9.13if and to the extent that it is  attributable  to any Taxation  which
          has been or is (whether before or after Completion) deferred by virtue
          of or by  reference  to any claim,  notice or election or other act or
          event occurring prior to Completion and liability for which was either
          provided  for in the  Accounts or in  accordance  with  Statements  of
          Standard  Accounting  Practice was not so  provided,  and which either
          ceases  after  Completion  to be  deferred  or, in the case only of an
          amount  actually  provided  for  in the  Accounts  has  ceased  before
          Completion to be deferred;

     1.9.14if and to the extent that the claim  relates to a claim or  liability
          for  Taxation  and the  Vendors (or any of them) have  surrendered  or
          procured  the  surrender  of amounts  which have off set such claim or
          liability or could have done so but for a failure by the  Companies to
          accept such surrender;

     1.9.15if and to the extent of any relief or reduction  in Taxation  arising
          by  virtue of the loss or  damage  in  respect  of which the claim was
          made;

     1.9.16if and to the extent that such claim has arisen in respect of any act
          or omission  stipulated  to be carried  out or omitted  pursuant to or
          which is contemplated by the terms of this Agreement; and

     1.9.17if and to the extent that any benefit accrues to the Purchaser and/or
          the  Companies in  consequence  of the event or breach  giving rise to
          such damages or other amounts.

1.10 In determining  the loss sustained for the purposes of the operation of the
     limits  in  paragraphs  1.4.4  and  1.4.5,  account  shall  be taken of all
     amounts,  available for set off or otherwise liable to be deducted pursuant
     to paragraph 1.9.

2

     2.1.1Nothing  in  this  Schedule  5 shall  derogate  from  the  Purchaser's
          obligation to mitigate any loss which it suffers in  consequence  of a
          breach of the Warranties.
<PAGE>

     2.1.2The  Purchaser  covenants  that it will  and  will  procure  that  the
          Companies take all reasonable  steps to mitigate any loss or liability
          in respect of any claim under the Deed of Tax Covenant.

2.2  If in respect of any claim  under the  Warranties  or under the Deed of Tax
     Covenant,  the  liability of the  Purchaser or the  Companies is contingent
     only,  then the  Vendors  shall  not be under  any  obligation  to make any
     payment to the Purchaser or the Companies until such time as the contingent
     liability ceases to be contingent and becomes actual

2.3  Neither  the  Purchaser  nor the  Companies  shall be  entitled  to recover
     damages in respect of any claim for breach of the  Warranties or in respect
     of  any  claim  under  the  Deed  of  Tax  Covenant  or  otherwise   obtain
     reimbursement  or  restitution  where to do so would involve  recovery more
     than once in  respect  of the same  loss;  for the  avoidance  of doubt any
     recovery by the Purchaser  under the Deed of Tax Covenant  shall be deemed,
     to the extent of that  recovery,  to be a recovery by all other parties who
     would otherwise be entitled to such recovery.

2.4  Any amount payable by the Vendors to the Purchaser in  satisfaction  of any
     claim made under the  Warranties or to the  Purchaser  and/or the Companies
     under the Deed of Tax  Covenant  shall be  treated  as a  reduction  of the
     Consideration to that extent.

2.5  The Purchaser  shall upon it or the Companies  becoming aware of any matter
     or event  (the  "Matter")  which  gives  rise or might give rise to a claim
     under the Warranties  immediately  give notice in writing to the Vendors of
     the Matter.

2.6  The  Purchaser  shall  provide and shall  procure that the  Companies  will
     provide to the Vendors and their professional advisers reasonable access to
     premises and personnel of the  Purchaser  and/or the Companies (as the case
     may be) and to any  relevant  assets,  documents  and records  within their
     power,  possession,  permission or control for the purpose of investigating
     the Matter and  enabling  the Vendors to take such action as referred to in
     paragraph  2.11 below and shall allow the Vendors and its  advisers to take
     copies  of any  relevant  documents  or  records  and the  Purchaser  shall
     furthermore  render  or  cause  to be  rendered  to the  Vendors  all  such
     assistance as the Vendors and their  professional  advisers may  reasonably
     require in connection therewith.

2.7  The  Warranties  and the covenants in the Deed of Tax Covenant are given on
     the basis of the Companies continuing to carry on business after Completion
     as a going concern.

2.8  If, subsequent to any payment made by the Vendors in respect of a claim for
     breach of any of the  Warranties or a claim under the Deed of Tax Covenant,
     any fact,  event or matter  occurs or comes to the knowledge of the parties
     hereto  which,  had it  occurred  or come to the  knowledge  of the parties
     hereto prior to such payment,  would have reduced the Vendors' liability in
     relation to the claim in accordance  with paragraph 1.9 the Purchaser shall
     repay the  Vendors  which  ever is the  lessor of the  amount so paid to it
     and/or the Companies and the amount by which the Vendors'  liability  would
     have been reduced pursuant to paragraph 1.9.

2.9  In relation only to the conduct of a claim the Purchaser  will for a period
     of 6 (six)  years from and  including  Completion  give to the  Vendors and
     their  representatives  reasonable  facilities to inspect all of the books,
     records and documents  relating to the Companies and (at the Vendors' cost)
     to take  copies  and  extracts  from  them at all  reasonable  times and on
     reasonable advance notice.
<PAGE>

2.10 The  benefit  of the  Warranties  hereby  given by the  Vendors  may not be
     assigned in whole or in part by the Purchaser.

2.11

     2.11.1It is agreed  between the Vendors and the  Purchaser  that as regards
          all  accounting  periods  ended on or  before  the  Accounts  Date the
          Vendors  shall subject to 2.11.2 and 2.11.3 below have sole conduct of
          all tax affairs of the Companies and the Purchaser  shall procure that
          the  Companies  make such claims or elections  and (at the cost of the
          Vendors)  executes such  documents and does such things in that regard
          as the Vendors shall reasonably  direct. The Vendors shall consult the
          Purchaser  in  relation  to all  actions  taken by it  pursuant to the
          provisions of this paragraph 2.11.

     2.11.2The Purchaser agrees that the Vendors (or such professional  advisers
          as  the  Vendors  may  elect)  shall  have  the  sole  conduct  of the
          preparation  and  submission  to the Revenue  Commissioners  (or other
          relevant tax authorities),  negotiation,  correspondence and agreement
          of the tax computations and the profits and losses for tax purposes of
          the  Companies  for the  accounting  periods  ended on or  before  the
          Accounts  Date  and  in  respect  of  which  final  agreement  of  the
          liabilities  to  Taxation  has  not  been  reached  with  the  Revenue
          Commissioners  (or other relevant tax  authorities)  and shall procure
          that the Vendors  (and their  advisers)  shall be  provided  with such
          information and assistance and access to such documents and records of
          or relating to the  Companies as they may  reasonably  require in that
          regard  provided  that the Vendors  shall consult fully and obtain the
          prior  approval  of  the  Purchaser  in  respect  of  any  matters  or
          submissions  contemplated  in this Clause 2.11 (such consent not to be
          unreasonably withheld).

     2.11.3 It is agreed between the Vendors and the Purchaser that:-

          (a)  the  Vendors  shall pay and be liable for all costs and  expenses
               reasonably   incurred  by  the  Purchaser  or  the  Companies  in
               complying with the Purchaser's  obligations  under this paragraph
               2.15; and

          (b)  the Companies and the Purchaser  shall be indemnified and secured
               to their  reasonable  satisfaction  by the  Vendors  against  all
               losses  (including any  additional  Taxation)  penalties,  fines,
               interest,  expenses  and  damages  which may be  incurred  by the
               Companies  as  a  result  of  complying   with  the   Purchaser's
               obligations under this paragraph 2.11.

     2.11.4Any  authorisation,  signature or  submission by the Purchaser or the
          Companies  of  any  returns   pursuant  to  this   paragraph  and  its
          co-operation  generally  under this  Agreement  shall operate  without
          prejudice to any rights of the Purchaser  and/or the  Companies  under
          any of the Warranties or under the Deed of Tax Covenant.

     2.11.5The  Vendors  shall at all  times  allow  the  Purchaser  and/or  the
          Companies to make reasonable representations to the Vendors in respect
          of all tax affairs of the Companies for the accounting  periods ending
          on or prior to the Accounts  Date and for this  purpose the  Purchaser
          shall  be  provided  with  copies  of  any  proposed   letters  and/or
          submissions to the Revenue  Commissioners  (or other tax  authorities)
          before despatch and shall be afforded a reasonable opportunity (not in
          any  event to  exceed  28  (twenty-eight)  days from the date the said
          letters and/or  submissions  are sent to the Purchaser) for commenting
          on all such  letters and  submissions  and the Vendors  shall keep the
          Purchaser  fully  informed of the progress of all such tax affairs and
          provide copies to the Purchaser of any other relevant documents and no
          such  representations  and/or  letters shall be made without the prior
          consent  in  writing  of  the  Purchaser   (such  consent  not  to  be
          unreasonably withheld).



<PAGE>



SIGNED SEALED AND DELIVERED
by PAUL DEMPSEY
in the presence of:-
                                        --------------------------------
                                        (Signature)

-------------------------------
Witness
--------------------------------
Address
--------------------------------

--------------------------------
Occupation




SIGNED SEALED AND DELIVERED
by SEAMUS CLANCY
in the presence of:-
                                        --------------------------------
                                        (Signature)

-------------------------------
Witness
--------------------------------
Address
--------------------------------

--------------------------------
Occupation


Present when the Common Seal of
PDQ CONSULTANTS LIMITED
was affixed hereto:-
                                        -----------------------------
                                        Director

                                        -----------------------------
                                        Director/Secretary



Present when the Common Seal of
THERMO EUROTECH IRELAND
LIMITED was affixed hereto:-

                                        ------------------------------
                                        Director


                                        ------------------------------
                                        Director/Secretary

<PAGE>


Present when the Common Seal of
UNITED WASTE IRELAND LIMITED
was affixed hereto:-

                                        ------------------------------
                                        Director


                                        ------------------------------
                                        Director/Secretary




Signed on behalf of THERMO
TERRATECH INC. in the presence of:-








Signed Sealed and Delivered by
WILLIAM BODENHAM
in the presence of:-













<PAGE>


                                   ANNEXURE A



<PAGE>


                                   ANNEXURE B