EXHIBIT 10.8
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DATED                                                                       2003
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                      (1) MIZA PHARMACEUTICALS (UK) LIMITED
                               (IN ADMINISTRATION)

                                     - and -

                               (2) RONALD ROBINSON
                                    GARY LEE

                                     - and -

                             (3) INYX PHARMA LIMITED








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                                    AGREEMENT
                                   relating to

             the sale of certain of the business and assets of Miza
                          Pharmaceuticals (UK) Limited
                               (in administration)

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





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                                    CONTENTS

1.       DEFINITIONS AND INTERPRETATIONS.......................................1

2.       SALE OF BUSINESS AND ASSETS...........................................7

3.       CONSIDERATION.........................................................9

4.       VAT...................................................................9

5.       COMPLETION...........................................................10

6.       coNnetics stock......................................................10

7.       FURTHER ASSURANCE....................................................11

8.       THE CONTRACTS........................................................12

9.       THE PRE-INVOICED GOODS...............................................13

10.      THE LEASED EQUIPMENT.................................................14

11.      ROT STOCK............................................................15

12.      EXCLUDED STOCK.......................................................15

13.      EMPLOYEES............................................................15

14.      THE DEBTS............................................................16

15.      licences.............................................................16

16.      INTELLECTUAL PROPERTY................................................17

17.      NAME.................................................................17

18.      APPORTIONMENTS AND OUTGOINGS.........................................18

19.      RISK.................................................................19

20.      ACCOUNTING BOOKS AND RECORDS.........................................19

21.      ACCESS TO PREMISES...................................................20

22.      EXCLUSION OF WARRANTIES..............................................20

23.      EXCLUSION OF ADMINISTRATOR'S LIABILITY...............................23

24.      INTEREST.............................................................23

25.      DATA PROTECTION......................................................23

26.      SET-OFF AND PREPAYMENTS..............................................24

27.      NOTICES..............................................................24

28.      ANNOUNCEMENTS AND CONFIDENTIALITY....................................25


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29.      GENERAL..............................................................25

SCHEDULE 1....................................................................28

     Administrators' Contracts................................................28

SCHEDULE 2....................................................................29

     Connetics Stock..........................................................29

SCHEDULE 3....................................................................30

     Customer Contracts.......................................................30

SCHEDULE 4....................................................................31

     Employees................................................................31

SCHEDULE 5....................................................................32

     Leased Equipment.........................................................32

SCHEDULE 6....................................................................33

     Licences.................................................................33

SCHEDULE 7....................................................................34

     Plant and Equipment......................................................34

SCHEDULE 8....................................................................35

     Pre-Invoiced Goods.......................................................35

     Pre-Invoiced Orders......................................................35

SCHEDULE 9....................................................................36

     Premises.................................................................36

SCHEDULE 10...................................................................37

     The ROT Claims...........................................................37

schedule 11...................................................................38

     Apportionment of the Consideration.......................................38

schedule 12...................................................................39

     Deeds of Release.........................................................39

schedule 13...................................................................40

     Claiming Employees.......................................................40

schedule 14...................................................................41

     Excluded Stock...........................................................41


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THIS AGREEMENT is made on                                        February, 2003

BETWEEN

(1)      MIZA PHARMACEUTICALS  (UK) LIMITED (in administration)  (company number
         04067911) whose  registered  office is at c/o Begbies  Traynor,  Elliot
         House, 151 Deansgate, Manchester M3 3BG ("Company");

(2)      RONALD ROBINSON and GARY LEE both of Begbies Traynor, Elliot House, 151
         Deansgate, Manchester M3 3BG ("Administrators"); and

(3)      INYX PHARMA LIMITED (company number 4573515) whose registered office is
         at 9 Cheapside, London EC2V 6AD ("Purchaser").

BACKGROUND

A        The Administrators  were appointed joint  administrators of the Company
         on 4 September  2002  pursuant to an order of the  Manchester  District
         Registry of the High Court of Justice.

B        The Company has agreed to sell and the Purchaser has agreed to purchase
         certain  assets of the Company  with a view to carrying on the Business
         as a going  concern  in  succession  to the  Company  on the  terms and
         conditions set out in this agreement.

AGREEMENT:

1.       DEFINITIONS AND INTERPRETATIONS

         1.1      In this agreement,  unless the context otherwise requires, the
                  following words and expressions have the following meanings:

                  "Administrators  Contracts"  means all  contracts  and  orders
                  other than the Pre-Invoiced Orders entered into after the Date
                  of the  Administration  Order and prior to Completion by or on
                  behalf of the  Company or the  Administrators  with  Customers
                  and/or  Suppliers of the Business for the sale and/or purchase
                  of goods or provision of services which remain (in whole or in
                  part) to be performed on the Completion Date and identified in
                  schedule 1 hereof;

                  "Administrators'  Solicitors"  means  DLA  of  101  Barbirolli
                  Square, Manchester M2 3DL [ref MCK];


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                  "Bank" means Barclays Bank plc;

                  "Books and Records" means the buying, production, promotional,
                  personnel,  technical sales and other  commercial  information
                  used in the  Business in relation  to the  Transferred  Assets
                  including  the VAT  Records  insofar  as the  same  are in the
                  ownership  of the Company and  situated on the Premises on the
                  Completion  Date  but  excluding  the  books  of  account  and
                  statutory records of the Company,  security documents executed
                  by the Company,  documents  relating to the appointment of the
                  Administrators and all records created for or in the course of
                  the  insolvency  of the Company  either by the  Administrators
                  their  partners or staff or by any other person  including the
                  officers or employees of the Company at their instance;

                  "Business"   means  that  part  of  the   Company's   business
                  representing   its  business  as  a   manufacturer   of  niche
                  pharmaceutical  products with expertise in aerosol  technology
                  and as a research and developer in relation thereto as carried
                  on from the Premises;

                  "Business Day" means a day other than a Saturday,  Sunday or a
                  bank or public holiday on which banks are open for business in
                  England;

                  "CCL" means CCL Industries Limited (company number 2429449);

                  "Claim" means any action,  proceeding,  claim or demand of any
                  kind  (actual  or  contingent)  which may be  brought  or made
                  against any of the Company and/or the Administrators;

                  "Claiming  Employees" means those employees listed in schedule
                  13;

                  "Completion"  means the performance of the obligations set out
                  in clause 5.1;

                  "Completion Date" means [o             pm] on the date of this
                  agreement;

                  "Connetics  Storage  Period"  means the period  commencing  on
                  Completion  and  ending  on the  expiry  of the  period of six
                  calendar months following immediately thereafter;

                  "Connetics  Stock" means the stock in trade and raw  materials
                  listed in  schedule 2 hereof and  situate on the  Premises  on
                  Completion;

                  "Consideration" means the total purchase price payable for the
                  Transferred Assets as specified in clause 3.1;


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                  "Contracts"  means  the  Administrators'   Contracts  and  the
                  Customer Contracts;

                  "Customer Contracts" means all contracts and orders other than
                  the Pre-Invoiced  Orders entered into prior to the Date of the
                  Administration  Order  by or on  behalf  of the  Company  with
                  customers  of the  Business for the sale of goods or provision
                  of services which remain (in whole or in part) to be performed
                  by the  Company as at the  Completion  Date,  including  those
                  identified by the list set out in schedule 3;

                  "Date of the Administration Order" means 4 September 2002;

                  "Debts"  means all book and other debts owing  (whether or not
                  yet due and payable in  accordance  with the payment terms for
                  such debt) to the  Company  and/or the  Administrators  and/or
                  GMAC  prior  to   Completion   and/or   arising   out  of  the
                  Pre-Invoiced  Orders,  including  all  rights of  set-off  and
                  counterclaims;

                  "Employees" means the employees listed in schedule 4;

                  "Excluded  Stock" means all the stock and other goods referred
                  to in schedule 14;

                  "Expert"  means  Messrs  Smith  Hodgkinson  of Waldorf  House,
                  Cooper Street, Manchester, M2 2FW;

                  "GMAC" means GMAC Commercial Credit Limited;

                  "Goodwill"  means the  goodwill of the  Company in  connection
                  with the Business as at the Completion  Date together with the
                  non-exclusive  right  (insofar as the Company has the right to
                  grant the same) for the Purchaser to use the Name as a trading
                  name and to  represent  itself as carrying on the  Business in
                  succession  to the  Company  and the Books and Records and the
                  benefit (subject to the burden) of the Contracts;

                  "Intellectual  Property"  means such of the following (if any)
                  as may be owned by the Company and used in connection with the
                  Business on the  Completion  Date and are  assignable,  namely
                  patents, inventions, know-how, registered designs, copyrights,
                  design rights,  semi-conductor topography rights, trade marks,
                  service marks, trade names,  logos, domain names, moral rights
                  and all  registrations  or applications to register any of the
                  aforesaid items,  rights in the nature of any of the aforesaid
                  items  in  any  country  or  jurisdiction  but  excluding  all
                  licences in favour of the Company and  property of any kind in
                  respect of the  foregoing,  the  assignment of which is by its
                  terms  prohibited  and/or  confidential  and  subject  to  all
                  licences and other rights of and  obligations to third parties
                  to which the Company may be subject in relation thereto;



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                  "Leased Equipment" means any chattels, equipment and any other
                  items  whatsoever used by the Company in the Business which it
                  has possession of on the Completion  Date as bailee or subject
                  to  hire  purchase,   conditional   sale,  rental  or  similar
                  agreements  or  otherwise in the  ownership  of third  parties
                  including those listed in schedule 5;

                  "Licences"  means all those licences  listed in schedule 6 and
                  any other licences which are necessary to enable the Purchaser
                  to operate the Business;

                  "Loss" means any loss,  damage,  cost, charge or expense which
                  any of the Company and/or the Administrators  have incurred or
                  sustained or may, directly or indirectly incur or sustain;

                  "Name" means Miza;

                  "Normal  Business Hours" means between the hours of 9.00am and
                  5.30pm on any weekday other than a bank holiday;

                  "Plant and Equipment"  means the plant,  machinery,  equipment
                  and other chattels owned by the Company and used in connection
                  with  the   Business  and  located  at  the  Premises  on  the
                  Completion  Date and listed in schedule 7 (but  excluding  any
                  landlord's fixtures and fittings);

                  "Pre-Invoiced  Goods" means the goods  described in schedule 8
                  and situated on the Premises on the Completion Date;

                  "Pre-Invoiced  Orders" means the  uncompleted  customer orders
                  described in schedule 8 hereof;

                  "Premises"  means the property or  properties  occupied by the
                  Company as described in schedule 9;

                  "Purchase Notice" means a written notice from the Purchaser to
                  the Company  specifying  how much of the  Remaining  Connetics
                  Stock it wishes to purchase;



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                  "Purchaser's  Purchase Period" means the period  commencing on
                  the Completion  Date and ending on the expiry of the period of
                  three calendar months following immediately thereafter;

                  "Purchaser's  Solicitors"  means  Allen  &  Overy  of One  New
                  Change, London EC4M 9QQ;

                  "Qualifying   Liabilities"   means  such   liabilities   under
                  contracts of  employment  as are a  "qualifying  liability" as
                  that term is  interpreted  in section 19 of the Insolvency Act
                  1986;

                  "Remaining  Connetics  Stock"  means  from  time to time  such
                  amount of the  Connetics  Stock which  exceeds  the  aggregate
                  amount of the Connetics  Stock which has either been purchased
                  by the Purchaser  pursuant to clause 6 hereof,  or which is or
                  has been the subject of a Sale Notice;

                  "Returns"  means all and any goods  supplied by the Company or
                  the  Administrators  on  behalf  of the  Company  prior to the
                  Completion  Date but returned as defective at any time whether
                  prior to or after the Completion Date;

                  "ROT Claims" means the retention of title claims identified in
                  schedule 10 hereof;

                  "Sale  Notice"  means  a  written   notice  to  the  Purchaser
                  informing  the  Purchaser  that the Company has sold a certain
                  specified amount (or all) of the Remaining Connetics Stock;

                  "Stock"  means the stock in trade,  raw materials and finished
                  goods  (other than any items which have been  invoiced but not
                  delivered  to  customers)  situated  at  the  Premises  on the
                  Completion  Date  including Work in Progress but excluding the
                  Pre-Invoiced  Goods,  the  Excluded  Stock  and the  Connetics
                  Stock;

                  "Third Party Items" means all items (if any) in the possession
                  of the Company on the Completion Date which have been supplied
                  to the Company  pursuant to contracts  which have  effectively
                  reserved title in those items to the supplier as at that date;

                  "Transferred  Assets"  means the assets  referred to in clause
                  2.1;




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                  "Work in Progress" means all partly  completed goods allocated
                  by the  Company  to the  Contracts  in  the  ownership  of the
                  Company and  situated at the Premises on the  Completion  Date
                  other than the Pre-Invoiced Orders;

                  "VAT" means Value Added Tax;

                  "VAT Records" means the records relating to VAT referred to in
                  section  49(1) of the  Value  Added Tax Act 1994 and which the
                  Company is required by law to pass to the Purchaser;

                  "Venture" means Venture Finance plc

1.2      In this agreement:

         1.2.1    words in the  singular  include  the plural and vice versa and
                  words in one gender include any other gender;

         1.2.2    any  reference  to "persons"  or  "parties"  includes  natural
                  persons,  firms,  partnerships  and  corporations,  companies,
                  corporations,   associations,    organisations,   governments,
                  states,  foundations  and trusts (in each case  whether or not
                  having separate legal personality);

         1.2.3    any   reference   to  a  statute,   statutory   provision   or
                  sub-ordinate  legislation includes such legislation as amended
                  and in  force  from  time to time  and any  legislation  which
                  modifies,   consolidates   (with  or  without   modification),
                  re-enacts or supersedes it;

         1.2.4    references  to  clauses  and  schedules  are  to  clauses  and
                  schedules of this agreement and references to sub-clauses  and
                  paragraphs are references to sub-clauses and paragraphs of the
                  clause or schedule in which they appear;

         1.2.5    the table of contents and headings  are for  convenience  only
                  and shall not affect the interpretation of this agreement;

         1.2.6    obligations undertaken by a party which comprise more than one
                  person  shall  be  deemed  to be  made  by  them  jointly  and
                  severally;

         1.2.7    references to documents  being "in the agreed form" means such
                  documents have been  initialled by or on behalf of each of the
                  parties for the purpose of identification;


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         1.2.8    any phrase introduced by the terms "including", "include", "in
                  particular" or any other similar expression shall be construed
                  as  illustrative  and  shall  not limit the sense of the words
                  preceding these terms;

         1.2.9    The  Interpretation  Act 1978 shall apply to this agreement as
                  it does to an Act of Parliament;

         1.2.10   except  as  expressly  set out in  this  agreement  any  lists
                  contained in any  schedule or annexure  are for guidance  only
                  and are not  exhaustive  or  complete  lists  of the  items in
                  question and shall not  constitute  any warranty in respect of
                  the Company's ownership of the listed items or otherwise; and

         1.2.11   a reference to the Administrators  shall be construed as being
                  to the  Administrators  both jointly and  severally and to any
                  other  person  who  is  appointed  as  an   administrator   in
                  substitution  for  any   administrator  or  as  an  additional
                  administrator in conjunction with the Administrators.

2.       SALE OF BUSINESS AND ASSETS

         2.1      The Company at the direction of the Administrators  shall sell
                  and the  Purchaser  shall buy with effect from the  Completion
                  Date such right, title and interest as the Company then has in
                  the following assets:

                  2.1.1    the Plant and Equipment;

                  2.1.2    the Goodwill;

                  2.1.3    the Intellectual Property;

                  2.1.4    the Stock;

                  to the intent  that the  Purchaser  shall from the  Completion
                  Date carry on the Business as a going concern.

         2.2      There  shall  be  excluded  from  the  sale  effected  by this
                  agreement:

                  2.2.1    all  cash in hand  or in a bank  or  other  financial
                           institution   and  all   cheques,   bills   or  other
                           negotiable instruments;



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                  2.2.2    the Debts and any other  indebtedness  whether actual
                           or contingent, due or to become due to the Company in
                           connection with the Business;

                  2.2.3    the Leased Equipment;

                  2.2.4    the Third Party Items;

                  2.2.5    the Pre-Invoiced Goods;

                  2.2.6    the Pre-Invoiced Orders;

                  2.2.7    the Excluded Stock;

                  2.2.8    the  benefit  of  any  actual  or   potential   claim
                           (including any claim under any policy of insurance or
                           against   any   Employee)   of  the  Company  or  the
                           Administrators;

                  2.2.9    the  benefit  of any claim  made or to be made by the
                           Company or the  Administrators  for  repayment of any
                           tax or tax allowance;

                  2.2.10   the  benefit  of any claim  made or to be made by the
                           Company or the  Administrators  for  grants  from any
                           government, local or public authority;

                  2.2.11   any shares or investments in or any securities of and
                           any assets used in the Business belonging to any body
                           corporate (other than the Company);

                  2.2.12   any freehold or leasehold  properties  other than the
                           Premises  owned,  used or occupied by the Company and
                           any landlords' fixtures and fittings therein;

                  2.2.13   the rights of the Company in relation to any pension,
                           trust  or fund  established  by it or  affecting  the
                           Employees or any former employees;

                  2.2.14   any shares or rights  held or owned by the Company in
                           any subsidiary or any other company; and

                  2.2.15   any other asset or right not included in clause 2.1.

         2.3      The parties acknowledge that they are entering into a separate
                  agreement  under which the Purchaser will acquire the Premises
                  at  Completion  with  the  intention  that the  Purchaser  may
                  acquire  and carry on the  Business  as a going  concern  with
                  effect from the Completion Date.



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3.       CONSIDERATION

         3.1      The  Consideration  shall  be(pound)3,463,000  which  shall be
                  apportioned as set out in schedule 11.

         3.2      The Consideration  (less the amount of (pound)100,000  paid on
                  account prior to the date of this agreement)  shall be payable
                  by the Purchaser on the Completion Date together with all sums
                  payable  by  virtue  of any other  obligation  imposed  on the
                  Purchaser  by this  agreement to the extent that such sums are
                  ascertainable.

         3.3      The Consideration and all other sums referred to in clause 3.2
                  shall  be  drawn  on the  client  account  of the  Purchaser's
                  Solicitors  and  paid by way of  telegraphic  transfer  to the
                  client account of the Administrators'  Solicitors at the Royal
                  Bank of Scotland plc,  Mosley  Street,  Manchester  Sort Code:
                  16-00-01  Account  Number:  14089842  Account Name: DLA Client
                  Account.  The Company authorises and requests the Purchaser to
                  make payment to the  Administrators'  Solicitors  and confirms
                  that the  Administrators'  Solicitors  may give a good receipt
                  and discharge on its behalf.

4.       VAT

         4.1      All amounts  expressed in this  agreement as being  payable by
                  the  Purchaser or the Company are expressed to be exclusive of
                  any VAT which may be chargeable thereon.

         4.2      The  parties  intend  that  Article 5 of the  Value  Added Tax
                  (Special Provisions) Order 1995 shall apply to the sale of the
                  Transferred Assets under this agreement as part of the sale of
                  part of a  business  as a going  concern  and that the sale is
                  treated as neither a supply of goods nor a supply of  services
                  under that  article.  If for any reason HM Customs  and Excise
                  require  VAT  to be  accounted  for  by  the  Company  or  the
                  Administrators  on the whole or any part of the  Consideration
                  then the Purchaser  shall  (against  production of appropriate
                  and valid tax  invoices)  within  five  Business  Days pay the
                  amount  of any such VAT and any  penalty,  interest,  costs or
                  expenses incurred by the Company and/or the Administrators for
                  late  payment  of VAT up to the date  when such VAT is paid by
                  the Purchaser pursuant to this clause.

         4.3      The Purchaser  undertakes  and warrants that it intends to use
                  the  Transferred  Assets and the Premises to carry on the same
                  kind  of  business  as  the  Business  with  effect  from  the
                  Completion Date.



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         4.4      If the  Purchaser  pays the Company or the  Administrators  an
                  amount in  respect of VAT under  clause 4.2 above and  Customs
                  subsequently  rule  that  all or part  of it was not  properly
                  chargeable,  the Company or the Administrators  shall promptly
                  repay  the  amount  or  relevant  part of it to the  Purchaser
                  unless  they (or any one of them) have  already  accounted  to
                  Customs  for  the  VAT.  In  that  case,  the  Company  or the
                  Administrators shall apply reasonably promptly for a refund of
                  the VAT (plus any interest  payable by Customs) and pay to the
                  Purchaser  the  amount  of  the  refund   (together  with  any
                  interest) if and to the extent received from Customs.

5.       COMPLETION

         5.1      Completion  shall  take  place on the  Completion  Date at the
                  offices  of the  Administrators'  Solicitors  or at such other
                  place as the  Administrators  may  direct  when the  Purchaser
                  shall pay the  Consideration  (less the Deposit) and the other
                  amounts  referred to in clause 3.2, in accordance  with clause
                  3.3 hereof.

         5.2      On Completion the Company  shall,  insofar as it is able to do
                  so,  let the  Purchaser  into  possession  of the  Transferred
                  Assets where they are situate and property in the  Transferred
                  Assets shall,  in the case of tangible items which are capable
                  of transfer by delivery, pass by delivery to the Purchaser.

         5.3      On the  Completion  Date  the  Company  shall  deliver  to the
                  Purchaser  deeds  of  release  executed  by  GMAC  and CCL (as
                  applicable) in the forms contained in schedule 12.

6.       CONNETICS STOCK

         6.1      The Purchaser  shall keep such of the Connetics Stock which it
                  has not  purchased  pursuant  to clause  6.2 and which has not
                  been  removed by the Company  pursuant to clause 6.5 hereof on
                  the  Premises in the same state and  condition  as it is in on
                  the  Completion  Date and separate and  identifiable  from all
                  other  stock,  raw  materials  and  work  in  progress  of the
                  Purchaser and/or of any other person,  free of charge, for the
                  Connetics Storage Period.

         6.2      Subject to the provisions of clause 6.3 hereof,  the Purchaser
                  shall be entitled to purchase all or any part of the Remaining
                  Connetics Stock such purchase being effective on the happening
                  of both:

                  6.2.1    the   service   of   a   Purchase   Notice   on   the
                           Administrators; and



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                  6.2.2    the payment to the  Administrators  by way of cleared
                           funds  of a sum  equal to the cost of the same to the
                           Company for such of the Remaining  Connetics Stock as
                           it has specified in that Purchase Notice,

                  before the expiry of the Purchaser's Purchase Period.

         6.3      The  Company  shall,  at any time  before  the  expiry  of the
                  Connetics  Storage  Period  (and  whether  or not  within  the
                  Purchaser's  Purchase  Period),  be  entitled  to serve a Sale
                  Notice on the Purchaser in relation to the Remaining Connetics
                  Stock.

         6.4      At the  end of  the  Connetics  Storage  Period,  such  of the
                  Connetics  Stock as has not been  purchased  by the  Purchaser
                  pursuant  to clause 6.2 or which has not been made the subject
                  of a Sale  Notice,  shall be disposed of by the  Purchaser  in
                  accordance   with  all  relevant   statutory  and   regulatory
                  requirements  then in force at the joint  cost of the  Company
                  and  the  Purchaser,  to be  borne  in  equal  shares,  always
                  provided  that the  Company's  cost  share  shall  not  exceed
                  (pound)5,000 in aggregate with any balance cost to be borne by
                  the Purchaser .

         6.5      The  Company and the  Administrators  and their  servants  and
                  agents shall be given such access to the  Remaining  Connetics
                  Stock  during  Normal  Business  Hours as they  require,  upon
                  request,  for the purposes of inspecting  the same and for the
                  purposes of removing such of the  Connetics  Stock as has been
                  made the subject of a Sale Notice  validly  given  pursuant to
                  this clause 6.

         6.6      For the avoidance of doubt, more than one Sale Notice and more
                  than one  Purchase  Notice may be given or served  pursuant to
                  this clause 6 and the applicable  terms of this clause 6 shall
                  apply to each and every  Sale  Notice and  Purchase  Notice so
                  given or served.

7.       FURTHER ASSURANCE

         Subject to the terms of this agreement, the Company agrees that it will
         after and  notwithstanding  Completion  (and  subject to the  Purchaser
         paying the Administrators' and/or the Company's legal costs in relation
         thereto (if costs in aggregate of more than  (pound)200  are  incurred)
         and for such time as the  Administrators  remain in office) execute and
         deliver any other  documents as may reasonably be required from time to
         time by the Purchaser to vest in the Purchaser the  Transferred  Assets
         in accordance with the terms of this agreement provided always that the
         terms of all such  documents  have (if required by the  Administrators)
         been approved by the Administrators' Solicitors.



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8.       THE CONTRACTS

         8.1      The Purchaser shall take over,  adopt,  complete in proper and
                  workmanlike  manner,  meet all  liabilities in connection with
                  and accept responsibility for (whether by assignment, novation
                  or otherwise) the completion of the  Administrators  Contracts
                  and the Purchaser shall indemnify and keep the Company and the
                  Administrators and each of them fully indemnified  against any
                  Claim or Loss in  respect  thereof  save that  nothing in this
                  clause  shall  oblige the  Purchaser  to make  payment for any
                  supply of goods  which  have  already  been  delivered  to the
                  Company as at the Completion Date.

         8.2      Insofar as any of the Contracts cannot effectively be assigned
                  to the  Purchaser  without  the  consent  of a third  party or
                  except by an  agreement of novation  then if the  Purchaser so
                  requests in writing the Company,  the  Administrators  and the
                  Purchaser  shall and during such period as the  Administrators
                  remain in office as administrators of the Company,  co-operate
                  (so  far as is  reasonable  and  practicable)  to  attempt  to
                  procure  that  either  such  consent  is  obtained   (and  the
                  Purchaser  and the  Company  shall  enter  into  such  form of
                  novation as may be approved by the Purchaser's  Solicitors and
                  the Administrators'  solicitors) or such other arrangements as
                  are  permissible  are  implemented as far as possible so as to
                  give  effect  to a  commercial  arrangement  having a  similar
                  effect to a transfer.

         8.3      Unless and until the  Contracts  or other  Transferred  Assets
                  shall be novated or assigned  the  Company  shall hold them in
                  trust,  insofar as it is able to do so, for Venture absolutely
                  always  provided  that the  Company  shall not owe any duty to
                  Venture or the Purchaser and shall not be under any obligation
                  to Venture or the  Purchaser  under or pursuant to any trustee
                  and  beneficiary  relationship,  or  otherwise  save  that the
                  Company shall  account to Venture with all monies  received by
                  it  which   represents   the  proceeds  of  the  Contracts  or
                  Transferred  Assets arising out of their  completion,  sale or
                  use (as applicable) by the Purchaser after the Completion Date
                  (but for the avoidance of doubt always  excluding the Debts or
                  the proceeds thereof).

         8.4      Any  failure  to assign or to novate  any  Contract  shall not
                  entitle the Purchaser to rescind the sale, claim  compensation
                  or damages or a reduction in or repayment of the Consideration
                  paid or payable  or  entitle  the  Purchaser  to rescind  this
                  agreement.



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                                                                              12
<PAGE>

         8.5      The Purchaser hereby  undertakes that on each occasion where a
                  request is made by the  Administrators  it will at the expense
                  of the Company (to be  calculated on the basis of direct costs
                  only and excluding any other costs including  overhead and all
                  elements of profit), use its best endeavours:

                  8.5.1    to  complete in a proper and  workmanlike  manner and
                           meet all  liabilities in connection with the Customer
                           Contracts; and

                  8.5.2    to honour all warranty and like agreements  connected
                           with  and  all  express   and/or  implied  terms  and
                           conditions of, the Customer Contracts,

                  8.5.3    to deal  with  the  Returns  in  accordance  with the
                           rights of any customer of the Business and to use its
                           best   endeavours  to  assist  the  Company  and  the
                           Administrators  in  determining  the  validity of any
                           customer's  rights to make Returns  provided that the
                           Company and the Administrators reserve the right:

                           8.5.3.1  to deal  with all or any of the  Returns  in
                                    their sole discretion; and

                           8.5.3.2  to  require  the  Purchaser  to use its best
                                    endeavours  to assist  the  Company  and the
                                    Administrators   in  selling  or   otherwise
                                    disposing of all or any of the Returns,

                  if in the opinion of the  Administrators  it is  necessary  or
                  reasonably  desirable  to do  so to  enable  GMAC  and/or  the
                  Company to collect the Debts.

9.       THE PRE-INVOICED GOODS

         9.1      The Purchaser shall,  following Completion and acting as agent
                  of the Company, complete the Pre-Invoiced Orders in accordance
                  with the terms of those  orders (or as  otherwise  directed by
                  the  Company)  without  charge and shall be allowed to utilise
                  the Pre-Invoiced  Goods in order to do so. The Purchaser shall
                  inform  each  Customer  to which  each and every  Pre-Invoiced
                  Order relates that it is completing the Pre-Invoiced  Order on
                  behalf of the Company  (and not for the  avoidance of doubt on
                  behalf of the  Administrators) and that payment should be made
                  to the Company.

         9.2      The  Purchaser  shall with  effect  from the  Completion  Date
                  indemnify and keep the Company and the Administrators and each
                  of them fully indemnified  against any Claim or Loss which may
                  arise out of any  failure by the  Purchaser  to  complete  the
                  Pre-Invoiced  Orders  in  accordance  with the  terms of those
                  orders.



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                                       13
<PAGE>

         9.3      The Purchaser  shall notify the  Administrators  in writing of
                  the completion of each and every Pre-Invoiced Order as soon as
                  the same is completed.

         9.4      The Purchaser  shall allow the Company and the  Administrators
                  access to the Pre-Invoiced  Goods and all  correspondence  and
                  documentation  held  by  the  Purchaser  in  relation  to  the
                  Pre-Invoiced Orders during Normal Business Hours, on request.

         9.5      The Company  shall pay to the  Purchaser  (on the provision by
                  the Purchaser of a VAT invoice) out of all monies  received by
                  way of  cleared  funds by the  Company  (including  amounts in
                  respect  of VAT)  in  payment  of any  invoice  raised  by the
                  Company  following  the  Completion  Date  in  respect  of the
                  Pre-Invoiced  Orders, a sum equal to the cost to the Purchaser
                  of the raw  materials and  reasonable  direct costs of testing
                  incorporated  in the  finished  product for which  payment has
                  been  received by the Company and such sum shall be  exclusive
                  of any VAT thereon.

10.      THE LEASED EQUIPMENT

         10.1     Unless agreed  otherwise  prior to the  Completion  Date,  the
                  Company shall leave the Leased  Equipment upon the Premises at
                  the Completion Date. The Purchaser acknowledges that it has no
                  title to nor right of possession or use of any such items.

         10.2     The  Company  shall not object to nor hinder any  arrangements
                  which the  Purchaser  may wish to make with the  owners of the
                  Leased  Equipment nor will it make any claim in relation to it
                  and  shall   (and   subject  to  the   Purchaser   paying  the
                  Administrators' and/or the Company's legal costs in connection
                  therewith) (if costs in aggregate of more  than(pound)200  are
                  incurred)  give such  assistance  to the  Purchaser  as it may
                  reasonably require to enable the Purchaser to acquire title to
                  or otherwise  continue to use the Leased Equipment or any part
                  of it including  (at the  Purchaser's  expense)  executing all
                  documents  needed to enable the  Purchaser so to acquire title
                  or continue use provided  always that if the owner of any part
                  of the  Leased  Equipment  refuses to sell or  otherwise  make
                  available  any part of the Leased  Equipment to the  Purchaser
                  then the Purchaser  shall  forthwith  deliver up such item for
                  collection and removal by the owner.

         10.3     The  Purchaser  shall with  effect  from the  Completion  Date
                  indemnify and keep the Company and the Administrators and each
                  of them fully indemnified from and against all hire, rental or
                  other charges payable and any Claim or Loss in relation to any
                  item of Leased Equipment of which the Purchaser has possession
                  and which arise after the Completion Date out of the giving of
                  possession,  use or  control  to the  Purchaser  of the Leased
                  Equipment by the Company.



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                                                                              14

<PAGE>

11.      ROT STOCK

         11.1     The  Administrators  (and not the Purchaser)  shall subject to
                  the provisions of clause 11.4 deal with all ROT Claims made by
                  suppliers to the Company.

         11.2     The  Administrators  shall subject to the provisions of clause
                  11.4  settle the ROT Claims  which  either the  Administrators
                  accept  as  being  valid  or  which  any  court  of  competent
                  jurisdiction determines as being valid.

         11.3     Any liability of the Administrators to the Purchaser under the
                  terms of this  clause 11 shall rank in the  administration  of
                  the  Company  as  an  expense   under  section  19(5)  of  the
                  Insolvency Act 1986.

         11.4     Neither  the  Administrators  or the  Company  shall be liable
                  under the terms of this clause or  otherwise  to pay in excess
                  of  (pound)50,689 in aggregate in settlement of the ROT Claims
                  or, in respect of each individual ROT Claim such sum in excess
                  of the sum set out opposite each ROT Claim in schedule 11.

12.      EXCLUDED STOCK

         12.1     The  Purchaser  shall,  from  the  Completion  Date,  keep the
                  Excluded  Stock on the Premises and separate and  identifiable
                  from all other stock and other goods in the same  condition as
                  it is on the Completion Date (natural deterioration excepted).
                  The Purchaser shall also make the Excluded Stock available for
                  collection  by the Company,  the  Administrators  or any other
                  person  authorised by the  Administrators  to collect the same
                  within Normal  Business  Hours on any Business Day as they may
                  direct.  The  Administrators   shall  promptly  following  the
                  Completion  Date,  inform the supplier of the  Excluded  Stock
                  that the same is available for collection from the Premises.

13.      EMPLOYEES

         Neither the Company nor the Administrators  shall have any liability to
         the Purchaser in respect of any claims,  liabilities  or obligations to
         which the  Purchaser may become  subject  arising under the Transfer of
         Undertakings  (Protection of Employment) Regulations 1981 save that the
         Company shall be responsible for all Qualifying Liabilities in relation
         to  the  Employees   which  are  incurred   between  the  Date  of  the
         Administration Order and the Completion Date.



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                                                                              15
<PAGE>

14.      THE DEBTS

         14.1     If the  Purchaser  shall receive any payment in respect of any
                  of the  Debts  or any  other  sum  due  to  the  Company,  the
                  Administrators  or (as the case may be) GMAC it shall promptly
                  notify  the  Administrators  and  such  money  shall  be  paid
                  promptly to the Company,  the  Administrators  or GMAC (as the
                  case may be) without counterclaim,  lien, set-off or deduction
                  and until such money is so paid it shall be kept separate from
                  the Purchaser's own money and held in trust for the Company or
                  the Administrators or GMAC (as the case may be). The Purchaser
                  shall without charge give to the  Administrators  on behalf of
                  the Company a detailed account showing the names of the payers
                  and  the  amount  each  has  paid  together  with  such  other
                  documentation  as  the  Company  or  the   Administrators  may
                  reasonably  require  to be  satisfied  that the  Purchaser  is
                  complying in all respects with the provisions of this clause.

         14.2     Where  any  debtor  owes  money  to both the  Company  (or the
                  Administrators or GMAC) and the Purchaser it shall be assumed,
                  in the  absence of evidence  to the  contrary,  that any money
                  received by the Purchaser  from such a debtor is paid first in
                  respect of the Debts or any other sum due to the  Company  (or
                  the Administrators or GMAC) and the Purchaser shall account to
                  the Company or the Administrators or GMAC (as the case may be)
                  as provided for in clause 14.1 above.

         14.3     The Purchaser  shall not without the prior written  consent of
                  the  Administrators  issue  any  credit  note on behalf of the
                  Company in relation to any of the Debts.

         14.4     The Purchaser  shall mark all invoices raised by it during the
                  course of its trade of the  Business  so that they are clearly
                  distinguishable from all invoices of the Company raised either
                  before or after the Date of the Administration Order.

15.      LICENCES

         Neither  the  Company  nor  the  Administrators  shall  object  to  the
         Purchaser  making any application to obtain the benefit of any Licence.
         For the avoidance of doubt,  neither the Company not the Administrators
         are under any  obligation to ensure that the  Purchaser  obtains all or


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                                                                              16
<PAGE>

         any of the  Licences  and no failure by the  Purchaser to obtain all or
         any of the Licences  shall in any way  invalidate the sale and purchase
         hereby  agreed and nor shall it entitle the  Purchaser to any refund of
         all or any part of the purchase price payable hereunder.

16.      INTELLECTUAL PROPERTY

         16.1     The Purchaser  acknowledges that the Intellectual Property may
                  be subject to restrictions or deficiencies which have not been
                  disclosed  to the  Company,  and  that  it  may or may  not be
                  sufficiently  transferable  to the  Purchaser  to  enable  the
                  Business to be carried on efficiently or at all. The Purchaser
                  undertakes to make its own enquiries into all such matters.

         16.2     The  Purchaser  hereby  undertakes  with the  Company  and the
                  Administrators  and each of them  not to use the  Intellectual
                  Property  without  first  obtaining  any  necessary  consents,
                  licenses  or  registrations  and to  indemnify  and  keep  the
                  Company  and  the   Administrators  and  each  of  them  fully
                  indemnified  against  any  Claim  or Loss  arising  by  reason
                  directly or  indirectly  of the  transfer of the  Intellectual
                  Property  to the  Purchaser  or its  purported  sale under the
                  agreement  or  the  use  of  it by  the  Purchaser  or by  any
                  transferee or licensee from the Purchaser.

17.      NAME

         17.1     The Purchaser  acknowledges  that the  Administrators  have no
                  power or authority to require the Company's  members to change
                  the Company's name but subject thereto the Administrators will
                  raise no objection to the Purchaser using the Name in relation
                  to its  business  as  from  Completion  or to  the  Purchaser,
                  following  Completion,  changing its corporate  name to a name
                  including the Name provided that:

                  17.1.1   any  such  use  shall  be at the risk of and the sole
                           responsibility of the Purchaser; and

                  17.1.2   nothing in this agreement  shall preclude the Company
                           from using its existing corporate name in relation to
                           its   business   and/or  its  assets   and/or   their
                           realisation and/or for the purposes of its insolvency
                           or require it to change its existing corporate name.








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                                                                              17
<PAGE>

18.      APPORTIONMENTS AND OUTGOINGS

         18.1     Subject to clauses 18.3 below, all expenses and outgoings paid
                  or  payable  by  the  Company  or  the  Administrators  or the
                  Purchaser  relating to the Business and the Transferred Assets
                  (save in relation to the Employees) and which are referable to
                  a period  partly before and partly after  Completion  shall be
                  apportioned  net of VAT as at  Completion  and shall be agreed
                  between  the  parties  not more than 10  Business  Days  after
                  Completion.  Failing such agreement the apportionment shall be
                  ascertained and certified by an independent  firm of chartered
                  accountants  appointed by the Administrators (who shall act as
                  experts  and not  arbitrators  and  whose  decision  shall  be
                  binding on the parties).  The Purchaser or the Company  acting
                  by the  Administrators,  as  appropriate,  shall  pay  the net
                  amount so agreed or certified to be payable to the other party
                  in respect of such  apportionments not more than five Business
                  Days after agreement or certification.

         18.2     If the Company or the  Administrators  have  ordered  prior to
                  Completion  any goods or services  relating to the Business or
                  the  Transferred  Assets for the benefit of the Company or the
                  Purchaser on terms either of personal  liability or of payment
                  as an  expense  of  the  administration  and  those  goods  or
                  services  have  not  been  delivered  or  performed  prior  to
                  Completion  then the  Purchaser  shall pay for those  goods or
                  services.  Payment  shall be made within five Business Days of
                  the date of delivery of any  invoice to the  Purchaser  or the
                  date on which payment is due to the supplier,  if sooner.  The
                  Purchaser  shall  indemnify  and  keep  the  Company  and  the
                  Administrators and each of them fully indemnified  against any
                  Claim or Loss  arising  as a result of its  failure  to comply
                  with the terms of this clause 18.2.

         18.3     Notwithstanding  clauses  18.1  and  18.2  above,  any part of
                  expenses or outgoings  paid or payable by any party in respect
                  of the Business or the Transferred Assets (save in relation to
                  the  Employees)  which are referable to a period partly before
                  and partly after the Completion  Date and which  represent VAT
                  properly  chargeable  on the supply or supplies for which such
                  expenses or outgoings  are wholly or partly the  consideration
                  for VAT purposes  shall be borne in full by the party for whom
                  such VAT is input tax (or the  party for which  such VAT would
                  be input tax if the party  were not  treated  as a member of a
                  group for the  purposes  of section 43 of the Value  Added Tax
                  Act 1994).



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                                                                              18
<PAGE>

         18.4     The Purchaser  shall pay,  satisfy and discharge all debts and
                  liabilities  of the Business  incurred  after  Completion  and
                  shall  indemnify  and keep the Company and the  Administrators
                  fully  indemnified  from  and  against  any  Claim  or Loss in
                  respect thereof.

19.      RISK

         Risk  in  the  Transferred  Assets  shall  pass  to  the  Purchaser  on
         Completion  and the Purchaser  shall only effect its own  insurances in
         respect thereof from Completion.

20.      ACCOUNTING BOOKS AND RECORDS

         20.1     If any books of account,  records and documents other than the
                  Books and Records and the VAT Records come into the possession
                  of the Purchaser,  the Purchaser shall keep them in a good and
                  safe  condition and deliver them up to the  Administrators  on
                  demand.  The  books,  documents,  files  and  records  of  the
                  Administrators  shall not be  available to the  Purchaser  for
                  inspection or otherwise.

         20.2     The Company and the  Administrators  shall,  at the  Company's
                  expense,  have  reasonable  access during the normal  business
                  hours of the Purchaser to such records,  books, files or other
                  documents of the Company (whether being the Books and Records,
                  or otherwise) possession of which has been given to or assumed
                  by the Purchaser hereunder for a period of six calendar months
                  from  Completion  and during  such  period the Company and the
                  Administrators shall, at the Company's expense, be entitled to
                  take copies thereof.

         20.3     The  Purchaser  shall  preserve the VAT Records for the period
                  required  by law and  upon  reasonable  notice  during  normal
                  business  hours make them available to the  Administrators  or
                  their agents or any person appointed to act in relation to the
                  administration of the Company.

         20.4     The Purchaser may fulfil its obligations  under this clause 20
                  by procuring  that a future  transferee of the Business or any
                  other person preserves the records,  books and other documents
                  (including  the  Books and  Records)  and  permits  reasonable
                  access as  mentioned  in this  clause  20,  in which  case the
                  Purchaser  shall notify the Company or the  Administrators  of
                  the name of that person.



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                                                                              19
<PAGE>

21.      ACCESS TO PREMISES

         21.1     For a period of six  months  after  Completion  the  Purchaser
                  shall give the Administrators (and their respective  employees
                  and agents) reasonable access to the Premises and staff of the
                  Purchaser to enable the Administrators to deal with collection
                  of the Debts and any other matters  arising in connection with
                  the administration of the Company.

         21.2     The  Purchaser  shall for the period of six  months  following
                  Completion  make  available  without charge for the use of the
                  Administrators  reasonable  office,  telephone and secretarial
                  facilities  at the Premises  during normal  business  hours to
                  enable the Administrators to deal with the matters referred to
                  in clause 21.1 and for storage purposes.

22.      EXCLUSION OF WARRANTIES

         22.1     Other   than   as  set  out  in   clause   22.8   below,   all
                  representations  (whether  made  innocently,   negligently  or
                  otherwise but not  fraudulently),  warranties,  conditions and
                  stipulations,  express or  implied,  statutory,  customary  or
                  otherwise  in respect of the Business  and/or the  Transferred
                  Assets or any of the rights,  title and interests  transferred
                  or agreed to be  transferred  pursuant to this  agreement  are
                  expressly excluded (including without  limitation,  warranties
                  and conditions as to title, quiet possession, quality, fitness
                  for purpose and description).

         22.2     Unless  otherwise  required  by law  (and  then  only  to that
                  extent) the Company  and the  Administrators  and each of them
                  shall  not be  liable  for any  loss  or  damage  of any  kind
                  whatever,  consequential or otherwise arising out of or due to
                  or  caused  by  any  defect  or  deficiencies  in  any  of the
                  Transferred Assets.

         22.3     The  Purchaser  agrees that the terms and  conditions  of this
                  agreement and the exclusions and  limitations  contained in it
                  are fair and reasonable having regard to the following:

                  22.3.1   that  this  is a  sale  by an  insolvent  company  in
                           circumstances    where   it   is   usual    that   no
                           representations  and warranties can be given by or on
                           behalf of the Company or the Administrators;

                  22.3.2   that  the   Purchaser  has  relied  solely  upon  the
                           Purchaser's  own opinion and/or  professional  advice
                           concerning  the  Business   and/or  the   Transferred
                           Assets, their quality, state, condition, description,


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                                                                              20
<PAGE>

                           fitness  and/or  suitability  for  any  purpose,  the
                           possibility that some or all of them may have defects
                           not apparent on inspection  and  examination  and the
                           use it intends or proposes to put them to;

                  22.3.3   that  the   Purchaser  has  agreed  to  purchase  the
                           Transferred  Assets "as seen" in their  present state
                           and  condition for a  consideration  which takes into
                           account the risk to the Purchaser  represented by the
                           parties'   belief  that  the  said   exclusions   and
                           limitations are or would be recognised by the courts;
                           and

                  22.3.4   that the Purchaser its servants,  employees,  agents,
                           representatives  and  advisers  have been given every
                           opportunity  it or they may  wish to have to  examine
                           and inspect all or any of the Transferred  Assets and
                           all relevant documents relating to them and to obtain
                           information    from   the    Company    and/or    the
                           Administrators  relating  to  the  Business  and  the
                           Transferred Assets.

         22.4     The Purchaser acknowledges that:

                  22.4.1   neither  the  Company  nor the  Administrators  shall
                           incur any  liability  to it by reason of any fault or
                           defect in all or any of the Transferred Assets or any
                           breach  of the  obligations  of the  Company  arising
                           under the Sale of Goods Act 1979 or under the  Health
                           and Safety at Work Act 1974;

                  22.4.2   neither the Company nor the  Administrators  shall be
                           required to put any of the Plant and Equipment into a
                           roadworthy  or safe  condition  (as the case may be).
                           The Purchaser  hereby  undertakes that it will ensure
                           that  all  of  the  Plant  and   Equipment  is  in  a
                           roadworthy  or safe  condition  (as the  case may be)
                           before  putting (or allowing it to be put) to any use
                           after Completion;

                  22.4.3   whenever and wherever in this agreement it has agreed
                           to indemnify  any person it shall also  indemnify any
                           firm,   partner,    employee,   agent,   adviser   or
                           representative  of such person to the same extent and
                           in the same regard.

         22.5     The Purchaser covenants with and undertakes to the Company and
                  the  Administrators  and  each of them  that it will  not hold
                  itself out as the owner of any of the Transferred  Assets once
                  it has been  notified  that the  Company did not have title to
                  the same nor will it sell offer for sale,  assign or create or
                  permit  the  creation  of any form of  encumbrance  over  such


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                                                                              21
<PAGE>

                  assets but it will deliver  such assets to the  Administrators
                  or as the  Administrators  shall direct  forthwith upon demand
                  and pending such delivery it will at its own expense  maintain
                  such  assets  in  safe  custody  and  in as  good  repair  and
                  condition  as they  were in when  they  first  came  into  the
                  possession of the Purchaser. The Purchaser shall indemnify and
                  keep the Company and the Administrators and each of them fully
                  indemnified  against any Claim or Loss  arising as a result of
                  its failure to comply with the terms of this clause 22.5.

         22.6     The Purchaser  acknowledges that in respect of any Transferred
                  Assets not situated at the Premises on Completion there may be
                  a risk of a third party claiming a lien over such  Transferred
                  Assets  and  that  such  risk  is  entirely  the  risk  of the
                  Purchaser.

         22.7     The Purchaser  acknowledges for the avoidance of doubt that if
                  the Company does not have title or  unencumbered  title to any
                  or all of the  Transferred  Assets or if the Purchaser  cannot
                  exercise  any right  conferred or purported to be conferred on
                  it by this agreement this shall not be a ground or grounds for
                  rescinding,  avoiding or varying any or all of the  provisions
                  of this  agreement  and  shall  not give  rise to any claim to
                  compensation  or damages or a reduction in or repayment of the
                  Consideration paid or payable.

         22.8     The Administrators confirm to the Purchaser as follows:

                  22.8.1   They have not  knowingly  granted to any third  party
                           the right to use the Name as a trading  name and they
                           shall not do so after the Completion Date. Nothing in
                           this clause shall however prohibit the Administrators
                           from  appointing any third party from acting as agent
                           of the Company (and using the Company's  name when so
                           acting) for the purposes of  collecting  the Debts or
                           for any other purpose which the  Administrators  deem
                           necessary for the purposes of fulfilling the purposes
                           of the administration of the Company; and

                  22.8.2   Since the Date of the Administration  Order they have
                           not knowingly taken or caused the Company to take any
                           step in respect of the Transferred  Assets that would
                           create   any   mortgage,    pledge,   lien,   charge,
                           assignment,  hypothecation  or  security  interest in
                           respect of any Transferred Asset; and

                  22.8.3   Since  the  Date of the  Administration  Order to the
                           best of their actual knowledge and belief,  except as
                           disclosed  in writing to the  Purchaser  prior to the
                           date  of  this   agreement,   no  contract  has  been
                           cancelled  or  terminated  and no party  has  refused
                           consent to the assignment of any contract.



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                                                                              22
<PAGE>

                  22.8.4   To the best of their actual  knowledge and belief the
                           only  claims  received  by  them  arising  out of the
                           dismissal of employees  employed by the Company as at
                           and  following the Date of the  Administration  Order
                           are those made by the Claiming Employees.

                  22.8.5   They are not, to the best of their  actual  knowledge
                           and  belief,  aware of any claims made after the Date
                           of  the  Administration  Order  arising  out  of  the
                           dismissal  of  employees  of  the  Company  dismissed
                           before  the Date of the  Administration  Order  other
                           than that of Mr Hanson and any others of which Steven
                           Handley  ,  Colin  Hunter,  David  Bytheway  and  Pat
                           Gilmore are aware.

23.      EXCLUSION OF ADMINISTRATOR'S LIABILITY

         The  Administrators  have  entered  into and signed this  agreement  as
         agents for or on behalf of the  Company  and  neither  they their firm,
         partners,  employees,  advisers,  representatives or agents shall incur
         any personal  liability  whatever in respect of any of the  obligations
         undertaken  by the  Company or in respect of any failure on the part of
         the Company to observe,  perform or comply with any such obligations or
         under or in relation to any associated  arrangements or negotiations or
         under any document or assurance  made pursuant to this  agreement.  The
         Administrators are party to this agreement in their personal capacities
         only for the  purpose  of  receiving  the  benefit  of the  exclusions,
         limitations,  undertakings,  covenants and  indemnities in their favour
         contained in this agreement.

24.      INTEREST

         In the event of any  default  by any party in paying any sums due under
         this agreement  (whether payable by agreement or by an order of a court
         or otherwise)  that party shall pay interest on such sum at the rate of
         2% above the base rate from time to time of the Bank from the date when
         payment was due until all such  monies have been paid in full  together
         with all interest  thereon.  Such interest shall accrue from day to day
         and shall be compounded on a monthly basis.

25.      DATA PROTECTION

         The  Purchaser  warrants  and  represents  that it will comply with all
         relevant  provisions of the Data  Protection Act 1998 in its processing
         of the personal data held on the customer database. The Purchaser shall


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                                                                              23
<PAGE>

         indemnify and keep indemnified the Company and the  Administrators  and
         each of them  against any Claim or Loss  arising from or in relation to
         the Purchaser's breach of warranty set out above.

26.      SET-OFF AND PREPAYMENTS

         26.1     The  Purchaser  shall not be entitled to set off any claims it
                  might  have  against  the  Company  or the  Administrators  or
                  exercise  any  liens  whatever  (whether  arising  under  this
                  Agreement  or  otherwise),  against  any monies or  negotiable
                  instruments  payable  to the  Company  or  the  Administrators
                  pursuant to the  provisions of this  agreement but such monies
                  or negotiable  instruments shall be paid in full upon the same
                  being due whether in  accordance  with the  provisions of this
                  agreement or otherwise.

         26.2     If the Company  and/or the  Administrators  have  received any
                  deposit or payment  in advance in respect of any  Contract  or
                  otherwise neither the Company nor the Administrators  shall be
                  under any obligation to account to the Purchaser for the same.

27.      NOTICES

         27.1     Any  notice  to be  given  under  this  agreement  shall be in
                  writing  signed by or on  behalf  of the  party  giving it and
                  shall be given if left at or sent by prepaid first class post,
                  prepaid  recorded  delivery,   facsimile  or  other  means  of
                  telecommunication  in permanent written form to the address of
                  the party receiving such notice as set out at the head of this
                  agreement  or as notified  in writing  between the parties for
                  the purposes of this clause.

         27.2     Any such  notice  shall be deemed  to have  been  given to and
                  received by the addressee:

                  27.2.1   at the time of delivery if delivered personally;

                  27.2.2   two  Business  Days after  posting in the case of any
                           address in the United  Kingdom and six Business  Days
                           after posting for any other address;

                  27.2.3   two hours after  transmission  if served by facsimile
                           or other  means  of  telecommunication  in  permanent
                           written  form on a Business Day prior to 3.00pm or in
                           any other  case at 9.00am on the  Business  Day after
                           the date of despatch.



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                                                                              24
<PAGE>

         27.3     Any such notice will be effective as regards the  Purchaser if
                  given to the  Purchaser  or to any  solicitor  acting  for the
                  Purchaser or to any person acting for the Purchaser whether at
                  Completion or otherwise.

         27.4     Any such notice will only be  effective as regards the Company
                  or the Administrators if given to the Administrators.

         27.5     In proving  the giving of a notice it shall be  sufficient  to
                  prove that the notice was properly  addressed  and posted,  or
                  that the envelope containing the notice was properly addressed
                  and posted or that the applicable  means of  telecommunication
                  was addressed and despatched and despatch of the  transmission
                  was confirmed and/or acknowledged as the case may be.

28.      ANNOUNCEMENTS AND CONFIDENTIALITY

         Unless otherwise  required by law, current  insolvency  practice or the
         rules of any  recognised  investment  exchange,  the parties shall keep
         this agreement  confidential  and no statement or  announcement  of any
         nature  relating to the terms,  conditions  and subject  matter of this
         agreement shall be made to the public, the press or otherwise unless in
         a  form   previously   agreed   between  the  parties   save  that  the
         Administrators  shall  be at  liberty  to  disclose  the  terms of this
         agreement to GMAC and/or any other secured  creditor of the Company and
         to any liquidator and to show appropriate figures in their receivership
         records, accounts and returns.

29.      GENERAL

         29.1     The Purchaser  shall deliver  forthwith to the  Administrators
                  all correspondence received at the Premises which is addressed
                  to the Company or the Administrators.

         29.2     The provisions of this agreement insofar as they have not been
                  performed  at or  are  capable  of  taking  effect  after  the
                  Completion   Date  shall  remain  in  full  force  and  effect
                  notwithstanding Completion and shall not merge on Completion.

         29.3     The Purchaser shall pay any stamp duties payable in respect of
                  this agreement or any other document  entered into or executed
                  in connection with or pursuant to this agreement.

         29.4     No  single  or  partial   exercise  or  failure  or  delay  in
                  exercising,  on the part of the Company or the Administrators,
                  any  right,  power  or  remedy  under  this  agreement  or the


--------------------------------------------------------------------------------
                                                                              25
<PAGE>

                  granting  of time by the Company or the  Administrators  shall
                  prejudice,  affect or restrict the rights, powers and remedies
                  of those parties under this agreement, nor shall any waiver by
                  the  Company  or the  Administrators  of any  breach  of  this
                  agreement  operate  as a  waiver  of or  in  relation  to  any
                  subsequent or any continuing breach of this agreement.

         29.5     This agreement  supersedes and  extinguishes any prior drafts,
                  agreements,  undertakings,   representations,  warranties  and
                  arrangements  of  any  nature  whatsoever,  whether  or not in
                  writing  between the parties in relation to the matters  dealt
                  with in this agreement and represents the entire understanding
                  between the parties in relation to them.

         29.6     This  agreement  shall not be  capable  of  assignment  by the
                  Purchaser  and shall be binding upon and enure for the benefit
                  of each party's  personal  representatives  and  successors in
                  title.

         29.7     Except as provided in clause 22.4.3,  or in respect of Venture
                  in clause  8.3,  a person  who is not party to this  agreement
                  shall  have no right  under  the  Contracts  (Rights  of Third
                  Parties) Act 1999 to enforce any term of this agreement.  This
                  clause does not affect any right or remedy of any person which
                  exists or is available otherwise than pursuant to that Act.

         29.8     Any date or period  mentioned in any clause of this  agreement
                  may be extended by mutual agreement between the Administrators
                  and the Purchasers.

         29.9     No variation of this  agreement or any of the documents in the
                  agreed form shall be effective unless it is in writing, refers
                  specifically  to this  agreement and signed by or on behalf of
                  each of the parties to this agreement.

         29.10    This agreement may be executed in any number of  counterparts,
                  each of which should be  considered  as an original,  with the
                  same effect as if the parties or their representatives  signed
                  the same instrument.

         29.11    This   agreement   shall  be  governed  by  and  construed  in
                  accordance with English law and each party agrees to submit to
                  the non-exclusive jurisdiction of the English courts.

         29.12    If at any time any  provision of this  agreement is or becomes
                  illegal, invalid or unenforceable in any respect under the law
                  of  any  jurisdiction   neither  the  legality,   validity  or


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                                                                              26
<PAGE>

                  enforceability  of the  remaining  provisions  hereof  nor the
                  legality,  validity or  enforceability of such provision under
                  the law of any other jurisdiction shall in any way be affected
                  or impaired thereby.

         29.13    Save as expressly  provided  elsewhere in this  agreement each
                  party to this agreement  shall pay its own costs,  charges and
                  expenses  in  relation   to  the   negotiation,   preparation,
                  execution and implementation of this agreement.

IN WITNESS of which the parties or their duly  authorised  representatives  have
executed this agreement.




























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                                                                              27
<PAGE>

                                   SCHEDULE 1

                            Administrators' Contracts
















































--------------------------------------------------------------------------------
                                                                              28
<PAGE>

                                   SCHEDULE 2

                                 Connetics Stock
















































--------------------------------------------------------------------------------
                                                                              29
<PAGE>

                                   SCHEDULE 3

                               Customer Contracts
















































--------------------------------------------------------------------------------
                                                                              30
<PAGE>

                                   SCHEDULE 4

                                    Employees
















































--------------------------------------------------------------------------------
                                                                              31
<PAGE>

                                   SCHEDULE 5

                                Leased Equipment
















































--------------------------------------------------------------------------------
                                                                              32


<PAGE>

                                   SCHEDULE 6

                                    Licences
















































--------------------------------------------------------------------------------
                                                                              33


<PAGE>

                                   SCHEDULE 7

                              Plant and Equipment
















































--------------------------------------------------------------------------------
                                                                              34

<PAGE>

                                   SCHEDULE 8

                               Pre-Invoiced Goods

                               Pre-Invoiced Orders
















































--------------------------------------------------------------------------------
                                                                              35
<PAGE>

                                   SCHEDULE 9

                                    Premises

Unit 3, Arkwright Road, Astmoor Industrial Estate, Runcorn

Unit 5 to 8, Arkwright Road, Astmoor Industrial Estate, Runcorn

9 Arkwright Road, Astmoor Industrial Estate, Runcorn (known as Unit 9)

9 Arkwright Road, Astmoor  Industrial  Estate,  Runcorn (known as land adjoining
Unit 9)

18 Arkwright Road, Runcorn (known as Unit 18)

land on the north side of Arkwright Road, Runcorn, (known as land adjoining Unit
18)

Land and buildings on the east side of Arkwright  Road,  Runcorn (known as Units
12 and 13) Astmoor Industrial Estate)

Unit 6, Seymour Court, Manor Park, Runcorn

Units 1 and 2 Astmoor Industrial Estate, Runcorn

Units 10 and 11 Astmoor Industrial Estate, Runcorn


























--------------------------------------------------------------------------------
                                                                              36
<PAGE>


                                   SCHEDULE 10

                                 The ROT Claims
















































--------------------------------------------------------------------------------
                                                                              37


<PAGE>

                                   SCHEDULE 11

                       Apportionment of the Consideration

                                                                    (pound)
For
the Plant and Equipment                                           2,199,998.00
the Goodwill                                                          1.00
the Intellectual Property                                             1.00
the Stock                                                          1,263,000



                                                                ----------------
                                                      (pound)      3,463,000
                                                                ----------------






























--------------------------------------------------------------------------------
                                                                              38
<PAGE>

                                   SCHEDULE 12

                                Deeds of Release
















































--------------------------------------------------------------------------------
                                                                              39


<PAGE>

                                   SCHEDULE 13

                               Claiming Employees

Mr B Gulliver

Mr R G Skitt

Mr C Hitchmough













































--------------------------------------------------------------------------------
                                                                              40


<PAGE>

                                   SCHEDULE 14

                                 Excluded Stock
















































--------------------------------------------------------------------------------
                                                                              41
<PAGE>


IN WITNESS of which the parties have executed this document as follows:


SIGNED on behalf of the Company by one of the          ) /s/ Signature Illegible
Administrators as its agent without personal           )
liability  in the presence of:                         )

Witness:    /s/ Ms. Keates
(Signature)

Name:       Ms. Keates
(in bold)

Address:    101 (Illegible) Square
            Manchester

Occupation: Solicitor


SIGNED by one of the Administrators on behalf of both  ) /s/ Signature Illegible
ofthem in the presence of:                             )

Witness:    /s/ Ms. Keates
(Signature)

Name:       Ms. Keates
(in bold)

Address:    101 (Illegible) Square
            Manchester

Occupation: Solicitor


SIGNED on behalf of the Purchaser in the               ) /s/ Stephen Handley
presence of:                                           )

Witness:    /s/ Ms. Keates
(Signature)

Name:       Ms. Keates
(in bold)

Address:    101 (Illegible) Square
            Manchester

Occupation: Solicitor





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                                                                              42